Optex Systems Holdings Inc 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of October 1, 2023, management performed, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management including our Principal Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of October 1, 2023, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting During the quarter ended October 1, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has conducted, with the participation of our Principal Executive Officer and our Principal Financial Officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of October 1, 2023. Management’s assessment of internal control over financial reporting was conducted using the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we have not identified any material weaknesses in our internal control over financial reporting as of October 1, 2023. We have thus concluded that our internal control over financial reporting was effective as of October 1, 2023. Item 9B. Other Information None. 64 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 will be included in the Proxy Statement or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item 11 will be included in the Proxy Statement or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 will be included in the Proxy Statement or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 will be included in the Proxy Statement or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item 14 will be included in the Proxy Statement or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference. Item 15. Exhibits (a)(1) Financial Statements. The following financial statements of Optex Systems Holdings, Inc. are included in Part II, Item 8: Report of Independent Registered Public Accounting Firm (PCAOB ID 726 ) Consolidated Statements of Income for the years ended October 1, 2023 and October 2, 2022 Consolidated Balance Sheets as of October 1, 2023 and October 2, 2022 Consolidated Statement of Stockholders’ Equity for the years ended October 1, 2023 and October 2, 2022 Consolidated Statements of Cash Flows for the years ended October 1, 2023 and October 2, 2022 Notes to the Consolidated Financial Statements (a)(2) Financial Statement Schedules. All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto. (a)(3) Exhibits. See Exhibit Index 65 Exhibits Exhibit No. Description 3.1 Certificate of Incorporation, as amended to date (1) 3.2 Bylaws of Optex Systems Holdings (2) 3.3 Charters of the Audit Committee, Compensation Committee and Nominating Committee (3) 4.1 Description of Capital Stock (4) 4.2 Specimen Stock Certificate (5) 10.1 Lease for 1420 Presidential Blvd., Richardson, TX (6) . 10.2 Third Amendment to Lease, between Aquiport DFWIP and Optex Systems, Inc., dated January 7, 2010 (7) 10.3† Employment Agreement with Karen Hawkins, dated as of August 1, 2016 (8) 10.4 Form of Lease (9) 10.5 Form of Letter of Credit (10) 10.6 Form of Award/Contract between the Company and US DLA, dated July 3, 2017 (11) 10.7† Employment Agreement with Danny Schoening, dated November 28, 2022 (12) 10.8 Sixth Amendment to Lease Agreement (13) 10.9 First Amendment to Lease (13) 10.10† Optex Systems Holdings, Inc. 2023 Equity Incentive Plan (14) 10.11† Form of Performance Shares Agreement (Executives) 10.12† Form of Restricted Stock Agreement 10.13.1† Form of Incentive Stock Option Agreement 10.13.2† Form of Non-Qualified Stock Option Agreement 10.14† Form of Stock Appreciation Rights Agreement 10.15† Form of Restricted Stock Unit Agreement 10.16 Business Loan Agreement dated as of March 22, 2023 by and between Optex Sytems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank (including Note) (15) 14.1 Code of Ethics (16) 21.1 List of Subsidiaries — Optex Systems, Inc. (17) 23.1 Consent of Independent Registered Public Accounting Firm – Whitley Penn 31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 66 31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 32.2 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 97.1 Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Incorporated by reference from our Annual Report on Form 10-K for the year ended October 3, 2021. (2) Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. (3) Incorporated by reference from our Amendment No. 1 to Registration Statement on Form S-1 filed on July 23, 2015. (4) Incorporated by reference from our Annual Report on Form 10-K for the year ended October 3, 2021. (5) Incorporated by reference from our Registration Statement on Form S-1 filed on May 19, 2009. (6) Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. (7) Incorporated by reference from our Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2010. (8) Incorporated by reference from our Current Report on Form 8-K, filed on August 10, 2016. (9) Incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2016. (10) Incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2016. (11) Incorporated by reference from our Current Report on Form 8-K, filed on July 10, 2017. (12) Incorporated by reference from our Current Report on Form 8-K, dated November 21, 2022. (13) Incorporated by reference from our Annual Report on Form 10-K for the year ended October 3, 2021. (14) Incorporated by reference from Annex B to our Definitive Proxy Statement on Schedule 14A, filed on January 17, 2023. (15) Incorporated by reference from our Current Report on Form 8-K, dated March 22, 2023. (16) Incorporated by reference from our Registration Statement on Form S-1 filed on May 19, 2009. (17) Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. † Management contracts and compensatory plans and arrangements. Item 16. Form 10-K Summary None. 67 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OPTEX SYSTEMS HOLDINGS, INC. By: /s/ Danny Schoening Danny Schoening, Principal Executive Officer and Director Date: December 18, 2023 By: /s/ Karen Hawkins Karen Hawkins, Principal Financial Officer and Principal Accounting Officer Date: December 18, 2023 Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Danny Schoening Danny Schoening Chairman, Principal Executive Officer and Director December 18, 2023 /s/ Karen Hawkins Karen Hawkins Principal Financial Officer and Principal Accounting Officer December 18, 2023 /s/ Rimmy Malhotra Rimmy Malhotra Director December 18, 2023 /s/ Dale Lehmann Dale Lehmann Director December 18, 2023 /s/ Dayton Judd Dayton Judd Director December 18, 2023 68