What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-19 compared with 2023-12-18 · 32 added, 24 removed, 115 unchanged (33% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

of October 1, 2023, management performed, with the participation of our Principal Executive Officer and Principal Financial Officer,

of September 29, 2024, 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

4 unchanged sentences

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.

and our Principal Financial Officer concluded that, as of September 29, 2024, our disclosure controls and procedures were effective.

in Internal Control Over Financial Reporting

the quarter ended October 1, 2023, there were no changes in our internal control over financial reporting that have materially affected,

the quarter ended September 29, 2024, 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.

10 unchanged sentences

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

testing of the effectiveness, of our internal control over financial reporting as of September 29, 2024.

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.

4 unchanged sentences

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

reporting as of September 29, 2024.

We have thus concluded that our internal control over financial reporting was effective as of September

Other Information

September 24, 2024 , our Chief Executive Officer , Danny Schoening , adopted a written plan for the sale of Company common stock intended

to satisfy the affirmative defense conditions of Rule 10b5-1.

The plan has a 90 day cooling off period, provides for the sale of up to

42,000 shares if the pricing terms of the plan are met, and terminates no later than March 31, 2025 .

Directors, Executive Officers and Corporate Governance

15 unchanged sentences

are included in Part II, Item 8:

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

of Independent Registered Public Accounting Firm - Whitley Penn LLP (PCAOB ID 726 )

Consolidated Statements of Income for the years ended September 29, 2024 and October 1, 2023

Consolidated Balance Sheets as of September 29, 2024 and October 1, 2023

Consolidated Statement of Stockholders’ Equity for the years ended September 29, 2024 and October 1, 2023

Consolidated Statements of Cash Flows for the years ended September 29, 2024 and October 1, 2023

Notes to the Consolidated Financial Statements

10 unchanged sentences

Third Amendment to Lease, between Aquiport DFWIP and Optex Systems, Inc., dated January 7, 2010 (7)

Employment Agreement with Karen Hawkins, dated as of August 1, 2016 (8)

Employment Agreement with Karen Hawkins, dated as of January 1, 2024 (8)

Form of Lease (9)

6 unchanged sentences

2023 Equity Incentive Plan (14)

of Performance Shares Agreement (Executives)

Form of Performance Shares Agreement (Executives) (19)

Form of Restricted Stock Agreement (19)

3 unchanged sentences

Form of Restricted Stock Unit Agreement (19)

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)

Business Loan Agreement dated as of March 22, 2023 by and between Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank (including Note) (15)

Purchase Agreement and Contract Manufacturing Agreement (RUB Aluminium s.r.o.) (18)

Form of Director and Officer Indemnification Agreement (18)

Code of Ethics (16)

Insider Trading Policy

List of Subsidiaries — Optex Systems, Inc.

Consent of Independent Registered Public Accounting Firm – Whitley Penn

of Independent Registered Public Accounting Firm – (Whitley Penn LLP)

Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

19 unchanged sentences

4 to Registration Statement on Form S-1 filed on June 14, 2010.

by reference from our Current Report on Form 8-K, filed on August 10, 2016.

by reference from our Current Report on Form 8-K, filed on January 5, 2024.

by reference from our Current Report on Form 8-K, filed on November 23, 2016.

5 unchanged sentences

by reference from our Current Report on Form 8-K, dated March 22, 2023.

Incorporated by reference from our Registration Statement on Form S-1 filed on May 19, 2009.

Incorporated by reference from our Current Report

on Form 8-K dated April 3, 2009.

by reference from our Registration Statement on Form S-1 filed on May 19, 2009.

by reference from our Current Report on Form 8-K dated April 3, 2009.

by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Incorporated by reference from our Annual Report on Form 10-K for the year ended October 1, 2023.

Management contracts and compensatory plans and arrangements.

2 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

OPTEX SYSTEMS HOLDINGS, INC.

/s/ Danny Schoening

SYSTEMS HOLDINGS, INC.

Danny Schoening

Schoening, Principal Executive Officer and Director

December 19, 2024

/s/ Karen Hawkins

Karen Hawkins

Hawkins, Principal Financial Officer and Principal Accounting Officer

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures