Amended Annual Report (10-k/a)
December 22 2017 - 3:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO FORM 10-K
☒
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended October 1, 2017
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___ until ___
Commission
File Number 000-54114
OPTEX
SYSTEMS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
33-143215
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
organization)
|
Identification
No.)
|
|
|
1420
Presidential Drive
|
|
Richardson,
TX
|
75081-2439
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant’s telephone number, including area code
(972)
764-5700
Securities
Registered under Section 12(b) of the Act
None
Securities
Registered under Section 12(g) of the Act
Common
Stock, par value $.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
|
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
|
Smaller
reporting company ☒
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
|
Emerging
growth company
|
☐
|
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the 4,535,870 shares of voting stock held by non-affiliates of the registrant based on the closing
price on the OTC Markets on March 31, 2017 was $3,220,468.
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
|
|
Shares
Outstanding
|
Title
of Class
|
|
December
19, 2017
|
Common
Stock
|
|
8,590,101
|
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended October 1, 2017 which
was filed with the SEC on December 20, 2017 (the “Original Filing”). We are filing this Amendment solely
for the limited purpose of amending Report of Independent Registered Public Accounting Firm to add city and state that was inadvertently omitted.
Except
as contained herein, this Amendment speaks as of the filing date of the Original Filing and does not modify or update disclosures
contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Optex Systems Holdings, Inc.
We
have audited the accompanying consolidated balance sheet of Optex Systems Holdings, Inc. (the Company) as of October 1, 2017,
and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. The
Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Optex Systems Holdings, Inc. as of October 1, 2017, and the results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United States of America.
/s/Whitley
Penn LLP
Dallas,
TX
December
20, 2017
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
OPTEX
SYSTEMS HOLDINGS, INC.
|
|
|
|
By:
|
/s/
Karen Hawkins
|
|
|
Karen
Hawkins
|
|
|
Chief
Financial Officer
|
|
|
Date:
December 22, 2017
|
|
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