8-K
Lifeloc Technologies, Inc (LCTC)
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENTREPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report(Date of earliest event reported): August 11, 2025
LIFELOC TECHNOLOGIES,
INC.
(Exact name of registrantas specified in its charter)
| Colorado | 000-54319 | 84-1053680 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 12441 West 49th Ave., Unit 4 | ||
| --- | --- | |
| Wheat Ridge, CO | 80033 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(303) 431-9500
(Registrant’stelephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR<br> 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | LCTC | N/A |
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. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On August 11, 2025, Lifeloc Technologies, Inc. (the “Company”) issued a press release announcing its operating results for the period ended June 30, 2025. This press release was made available on the Company’s website as of August 11, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Form 8-K, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, unless expressly set forth by specific reference in such filing that such information is incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated August 11, 2025, issued by the Company |
| 104 | Cover<br>Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 11, 2025 | LIFELOC TECHNOLOGIES, INC. | |
|---|---|---|
| By: | /s/ Vern D. Kornelsen | |
| Chief Financial Officer and Secretary |
Exhibit 99.1
LifelocReports Second Quarter 2025 Results
WHEAT RIDGE, Colo., August 11, 2025 -- Lifeloc Technologies, Inc. (OTCID: LCTC), a global leader in the development and manufacturing of breath alcohol and drug testing devices, has announced financial results for the quarter ended June 30, 2025.
Second QuarterFinancial Highlights
Lifeloc posted quarterly net revenue of $2.219 million in the second quarter of 2025, resulting in a quarterly net loss of $(394) thousand, or $(0.14) per diluted share. These results compare to net revenue of $2.387 million and quarterly net loss of $(298) thousand, or $(0.12) per diluted share in the second quarter of 2024. Revenue for the quarter declined 7% versus the second quarter last year. Six-month net revenues of $4.496 million and a net loss of $(686) thousand, or $(0.25) per diluted share, compared to net revenue of $4.541 million and a net loss of $(582) thousand, or $(0.24) per diluted share, for the same six months of 2024. Total gross margin in the second quarter remained about the same, 41.7% versus 41.6% for the same quarter last year. For the first six months of 2025 gross margin was 40.8% versus 40.3% for the same period last year, with price increases largely offsetting inflation and tariff costs. The research and development investment for the quarter remained high at $623 thousand, primarily for SpinDx development, resulting in the current period loss.
We believe our core alcohol detection product line-up is strong. The L-series LX9 and LT7 units have features and performance that are driving market penetration by meeting previously unaddressable market needs, such as smart phone pairing, wider temperature use ranges and fast customization that incorporates local languages. We expect that sales of our newer L-series devices will be incremental to FC-series devices rather than displacing FC sales. The L-series devices have been certified to meet the requirements of most modern registration standards, such as SAI’s (Standards Australia International) latest AS 3547:2019 standards for Breath Alcohol Detectors. We continue to evolve the capability and add certifications of these units to create more value and gain market share. Our FC-series devices remain popular with many law enforcement and international organizations. Our Easycal® automated calibration station, the only automated calibration available for portable breath alcohol testers, builds valuable protection around our brand and contributes to market share gains across the board, especially for our workplace Phoenix® 6.0 BT and EV 30 devices.
We believe our most important goal and best opportunity remains the convergence of the global need for rapid detection of drugs of abuse with Lifeloc’s proven capability to build easy-to-use portable testing equipment. We are therefore focusing our research and development efforts on leveraging the SpinDx™ technology platform, sometimes referred to as “Lab on a Disk,” to develop a series of devices and tests that can be used at roadside and in emergency rooms, forensic labs and workplace test sites to achieve a rapid and quantitative measure for a panel of drugs of abuse. SpinDx has been demonstrated in our laboratory to effectively detect for delta-9-THC, cocaine, fentanyl, amphetamine, methamphetamine, morphine, MDMA, and benzodiazepines. Testing has validated the SpinDx measurement technology against the definitive standard liquid chromatography-mass spectroscopy (LCMS) measurement utilizing human samples. The LCMS data have validated the SpinDx test results on real-world human saliva tests at a limit of detection of approximately 10 ng/ml. With our research and development work, we continue to improve our technology’s robustness, speed, and convenience of operation. We are currently updating disk design to accomplish the entire analysis on the disk as well as optimizing drug assays.
We are beginning beta testing of our SpinDx oral fluid testing system utilizing the delta-9-THC only tests using a prototype reader as shown in the photograph below. An agreement for beta testing is in place, and the test logistics are being finalized. The initial product release is projected to be a device with a disk that allows for detection of delta-9-THC (the major intoxicating component of the cannabis plant) from a test subject’s oral fluid, followed by a disk for a panel of other drugs. Commercial launch of our first SpinDx application is projected to occur in early 2026. Following initial commercialization, we expect more offerings from this technology platform to include expanded drug panels and samples collected from blood and breath. Following the release of our SpinDx oral fluid testing system, we expect to accelerate development of combining our LX9 breathalyzer with the THC SpinDx detection unit, to produce our roadside marijuana breathalyzer system. The current pace of development may require additional financing to complete.
“SpinDx prototypes are starting to travel to trade shows for key customer demonstrations. We are pleased to build customer engagement as the product gets closer to launch. We have identified rapid drug testing as our biggest growth opportunity, and we believe that SpinDx will play an important role in addressing this unmet market need,” commented Dr. Wayne Willkomm, President and CEO.
Additionally, in alignment with the evolving structure of the OTC Markets, Lifeloc has been approved for trading on the OTCID, which is the new market tier of the OTC Markets, and trading commenced July 1, 2025. OTCID is the replacement for fully reporting companies from the OTC Pink Current Market, which ceased on the same date. The new OTCID standards may create greater market confidence than the OTC Pink and allow a more liquid marketplace for our shareholders.
About Lifeloc Technologies
Lifeloc Technologies, Inc. (OTCID: LCTC) is a trusted U.S. manufacturer of evidential breath alcohol testers and related training and supplies for Workplace, Law Enforcement, Corrections and International customers. Lifeloc stock trades over-the-counter under the symbol LCTC. We are a fully reporting Company with our SEC filings available on our web site, www.lifeloc.com/investor.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve substantial risks and uncertainties that may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements expressed or implied in this press release, including statements about our strategies, performance, expectations about new and existing products, market demand, economic conditions, acceptance of new and existing products, technologies and opportunities, market size and growth, market liquidity for our shares, and return on investments in products and market, are based on information available to us on the date of this document, and we assume no obligation to update such forward-looking statements. Investors are strongly encouraged to review the section titled “Risk Factors” in our SEC filings.
Phoenix® and Easycal® are registered trademarks of Lifeloc Technologies, Inc.
SpinDx™ is a trademark of Sandia Corporation.
Amy Evans
Lifeloc Technologies, Inc.
http://www.lifeloc.com
(303) 431-9500
LIFELOC TECHNOLOGIES, INC.
Condensed Balance Sheets (Unaudited)
| ASSETS | ||||||
|---|---|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 995,750 | $ | 1,243,746 | ||
| Accounts receivable, net | 765,730 | 732,541 | ||||
| Inventories, net | 2,988,752 | 2,996,397 | ||||
| Federal and state income taxes receivable | 55,531 | 80,560 | ||||
| Prepaid expenses and other | 160,079 | 40,045 | ||||
| Total current assets | 4,965,842 | 5,093,289 | ||||
| PROPERTY, PLANT AND EQUIPMENT: | ||||||
| Land | 317,932 | 317,932 | ||||
| Building | 1,928,795 | 1,928,795 | ||||
| Real-time Alcohol Detection And Recognition equipment and software | 569,448 | 569,448 | ||||
| Production equipment, software and space modifications | 1,349,839 | 1,349,839 | ||||
| Training courses | 432,375 | 432,375 | ||||
| Office equipment, software and space modifications | 254,333 | 254,333 | ||||
| Sales and marketing equipment and space modifications | 231,818 | 226,356 | ||||
| Research and development equipment, software and space modifications | 805,012 | 787,664 | ||||
| Research and development equipment, software and space modifications not in service | 347,448 | 128,007 | ||||
| Less accumulated depreciation | (3,826,061 | ) | (3,613,452 | ) | ||
| Total property and equipment, net | 2,410,939 | 2,381,297 | ||||
| OTHER ASSETS: | ||||||
| Patents, net | 74,913 | 78,723 | ||||
| Deposits and other | 12,261 | 12,261 | ||||
| Deferred income taxes | 1,159,199 | 1,159,199 | ||||
| Total other assets | 1,246,373 | 1,250,183 | ||||
| Total assets | $ | 8,623,154 | $ | 8,724,769 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 393,046 | $ | 251,627 | ||
| Term loan payable, current portion | 54,016 | 53,195 | ||||
| Subordinated debentures payable, current portion | 16,645 | — | ||||
| Customer and tenant deposits | 37,628 | 43,814 | ||||
| Accrued expenses | 349,397 | 293,981 | ||||
| Deferred revenue, current portion | 58,862 | 54,458 | ||||
| Product warranty reserve | 46,500 | 46,500 | ||||
| Total current liabilities | 956,094 | 743,575 | ||||
| TERM LOAN PAYABLE, net of current portion and<br> debt issuance costs | 1,086,062 | 1,119,152 | ||||
| SUBORDINATED DEBENTURES PAYABLE, net of current portion and<br> debt issuance costs | 687,041 | 630,000 | ||||
| DEFERRED REVENUE, net of current portion | 6,105 | 6,165 | ||||
| Total liabilities | 2,735,302 | 2,498,892 | ||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | — | |||||
| STOCKHOLDERS' EQUITY: | ||||||
| Common stock, no par value; 50,000,000 shares authorized, 2,752,616<br> shares outstanding (2,664,116 outstanding at December 31, 2024) | 5,934,314 | 5,586,014 | ||||
| Retained earnings (deficit) | (46,462 | ) | 639,863 | |||
| Total stockholders' equity | 5,887,852 | 6,225,877 | ||||
| Total liabilities and stockholders' equity | $ | 8,623,154 | $ | 8,724,769 |
LIFELOC TECHNOLOGIES,INC.
Condensed Statementsof Income (Loss) (Unaudited)
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| REVENUES: | 2025 | **** | 2024 | |||
| Product<br> sales | $ | 2,191,260 | $ | 2,370,433 | ||
| Royalties | 19,800 | 8,824 | ||||
| Rental<br> income | 8,316 | 8,073 | ||||
| Total | 2,219,376 | 2,387,330 | ||||
| COST<br> OF SALES | 1,294,777 | 1,393,734 | ||||
| GROSS<br> PROFIT | 924,599 | 993,596 | ||||
| OPERATING<br> EXPENSES: | ||||||
| Research,<br> development, and sustaining engineering | 623,262 | 662,276 | ||||
| Sales<br> and marketing | 339,528 | 365,374 | ||||
| General<br> and administrative | 340,074 | 363,008 | ||||
| Total | 1,302,864 | 1,390,658 | ||||
| OPERATING<br> (LOSS) | (378,265 | ) | (397,062 | ) | ||
| OTHER<br> INCOME (EXPENSE): | ||||||
| Interest<br> income | 10,931 | 8,677 | ||||
| Interest<br> expense | (26,305 | ) | (10,057 | ) | ||
| Total | (15,374 | ) | (1,380 | ) | ||
| NET<br> (LOSS) BEFORE PROVISION FOR TAXES | (393,639 | ) | (398,442 | ) | ||
| BENEFIT<br> FROM FEDERAL AND STATE INCOME TAXES | — | 100,454 | ||||
| NET<br> (LOSS) | $ | (393,639 | ) | $ | (297,988 | ) |
| NET<br> (LOSS) PER SHARE, BASIC | $ | (0.14 | ) | $ | (0.12 | ) |
| NET (LOSS)<br> PER SHARE, DILUTED | $ | (0.14 | ) | $ | (0.12 | ) |
| WEIGHTED<br> AVERAGE SHARES, BASIC | 2,752,616 | 2,454,116 | ||||
| WEIGHTED<br> AVERAGE SHARES, DILUTED | 2,752,616 | 2,454,116 |
LIFELOCTECHNOLOGIES, INC.
CondensedStatements of Income (Loss) (Unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| REVENUES: | 2025 | 2024 | ||||
| Product<br> sales | $ | 4,454,307 | $ | 4,504,867 | ||
| Royalties | 25,471 | 19,760 | ||||
| Rental<br> income | 16,632 | 16,146 | ||||
| Total | 4,496,410 | 4,540,773 | ||||
| COST<br> OF SALES | 2,663,245 | 2,711,870 | ||||
| GROSS PROFIT | 1,833,165 | 1,828,903 | ||||
| OPERATING<br> EXPENSES: | ||||||
| Research,<br> development, and sustaining engineering | 1,092,942 | 1,217,875 | ||||
| Sales and<br> marketing | 674,084 | 710,383 | ||||
| General<br> and administrative | 724,952 | 677,934 | ||||
| Total | 2,491,978 | 2,606,192 | ||||
| OPERATING<br> (LOSS) | (658,813 | ) | (777,289 | ) | ||
| OTHER INCOME<br> (EXPENSE): | ||||||
| Interest<br> income | 23,288 | 26,349 | ||||
| Interest<br> expense | (50,800 | ) | (20,207 | ) | ||
| Total | (27,512 | ) | 6,142 | |||
| NET (LOSS)<br> BEFORE PROVISION FOR TAXES | (686,325 | ) | (771,147 | ) | ||
| BENEFIT<br> FROM FEDERAL AND STATE INCOME TAXES | — | 189,353 | ||||
| NET<br> (LOSS) | $ | (686,325 | ) | $ | (581,794 | ) |
| NET<br> (LOSS) PER SHARE, BASIC | $ | (0.25 | ) | $ | (0.24 | ) |
| NET<br> (LOSS) PER SHARE, DILUTED | $ | (0.25 | ) | $ | (0.24 | ) |
| WEIGHTED<br> AVERAGE SHARES, BASIC | 2,723,768 | 2,454,116 | ||||
| WEIGHTED<br> AVERAGE SHARES, DILUTED | 2,723,768 | 2,454,116 |
LIFELOCTECHNOLOGIES, INC.Condensed Statements of Changes in Stockholders' Equity (Unaudited)
| **** | Common Stock Shares | Common Stock Amount | Retained Earnings | **** | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December<br> 31, 2023 | 2,454,116 | $ | 4,668,014 | $ | 1,692,811 | $ | 6,360,825 | |||
| Issuance of shares from option<br> exercise | — | — | — | — | ||||||
| Warrants issued with subordinated<br><br> debenture | — | — | — | — | ||||||
| Net<br> (loss) | — | — | (283,806 | ) | (283,806 | ) | ||||
| Ending balance, March 31,<br> 2024 | 2,454,116 | 4,668,014 | 1,409,005 | 6,077,019 | ||||||
| Net<br> (loss) | — | — | (297,988 | ) | (297,988 | ) | ||||
| Ending<br> balance, June 30, 2024 | 2,454,116 | $ | 4,668,014 | $ | 1,111,017 | $ | 5,779,031 | |||
| Beginning balance, December<br> 31, 2024 | 2,664,116 | $ | 5,586,014 | $ | 639,863 | $ | 6,225,877 | |||
| Issuance of shares from option<br> exercise | 88,500 | 336,300 | — | 336,300 | ||||||
| Warrants issued with subordinated<br><br> debenture | — | 12,000 | — | 12,000 | ||||||
| Net<br> (loss) | — | — | (292,686 | ) | (292,686 | ) | ||||
| Ending balance, March 31,<br> 2025 | 2,752,616 | 5,934,314 | 347,177 | 6,281,491 | ||||||
| Net<br> (loss) | — | — | (393,639 | ) | (393,639 | ) | ||||
| Ending<br> balance, June 30, 2025 | 2,752,616 | $ | 5,934,314 | $ | (46,462 | ) | $ | 5,887,852 |
LIFELOCTECHNOLOGIES, INC.
CondensedStatements of Cash Flows (Unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | 2025 | 2024 | ||||
| Net<br> (loss) | $ | (686,325 | ) | $ | (581,794 | ) |
| Adjustments<br> to reconcile net income (loss) to net cash (used in) operating activities- | ||||||
| Depreciation<br> and amortization | 216,419 | 114,619 | ||||
| Provision<br> for doubtful accounts, net change | — | (3,175 | ) | |||
| Provision<br> for inventory obsolescence, net change | — | (35,000 | ) | |||
| Deferred<br> taxes, net change | — | (189,353 | ) | |||
| Amortization<br> of debt issuance costs | 5,886 | |||||
| Changes in<br> operating assets and liabilities- | ||||||
| Accounts<br> receivable | (33,189 | ) | (16,200 | ) | ||
| Inventories | 7,645 | 97,763 | ||||
| Federal<br> and state income taxes receivable | 25,029 | (40,280 | ) | |||
| Prepaid<br> expenses and other | (120,034 | ) | (70,961 | ) | ||
| Deposits<br> and other | — | 76,367 | ||||
| Accounts<br> payable | 141,419 | 57,329 | ||||
| Income<br> taxes payable | — | (44,952 | ) | |||
| Customer<br> and tenant deposits | (6,186 | ) | (26,804 | ) | ||
| Accrued<br> expenses | 55,416 | (40,896 | ) | |||
| Deferred<br> revenue | 4,344 | (18,972 | ) | |||
| Net<br> cash (used in) operating activities | (389,576 | ) | (722,309 | ) | ||
| CASH FLOWS<br> (USED IN) INVESTING ACTIVITIES: | ||||||
| Purchases<br> of property and equipment | (22,810 | ) | (263,937 | ) | ||
| Purchases<br> of research and development equipment, software <br> and space modifications not in service | (219,441 | ) | (227,354 | ) | ||
| Patent<br> filing expense | — | (21,708 | ) | |||
| Net<br> cash (used in) investing activities | (242,251 | ) | (512,999 | ) | ||
| CASH FLOWS<br> FROM (USED IN) FINANCING ACTIVITIES: | ||||||
| Principal<br> payments made on term loan | (27,469 | ) | (26,671 | ) | ||
| Proceeds<br> from issuance of subordinated debenture | 75,000 | — | ||||
| Issuance<br> of shares from option exercise | 336,300 | — | ||||
| Net<br> cash provided from (used in) financing activities | 383,831 | (26,671 | ) | |||
| NET (DECREASE)<br> IN CASH | (247,996 | ) | (1,261,979 | ) | ||
| CASH,<br> BEGINNING OF PERIOD | 1,243,746 | 1,766,621 | ||||
| CASH,<br> END OF PERIOD | $ | 995,750 | $ | 504,642 | ||
| SUPPLEMENTAL<br> INFORMATION: | ||||||
| Cash<br> paid for interest | $ | 44,914 | $ | 18,105 | ||
| Cash<br> paid for income tax | $ | 150 | $ | 40,280 | ||
| Income<br> tax refund received | $ | 25,179 | $ | — | ||
| Non-cash<br> financing and investing activities: warrants issued <br> with subordinated debenture | $ | 12,000 | $ | — |