8-K
RETRACTABLE TECHNOLOGIES INC (RVP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
| Date<br> of Report (Date of earliest event reported) | May 9, 2025 |
|---|
Retractable
Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 001-16465 | 75-2599762 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 511<br> Lobo Lane, Little<br> Elm, Texas | 75068-5295 | |
| --- | --- | |
| (Address of principal executive<br> offices) | (Zip Code) | |
| Registrant's<br> telephone number, including area code | (972)<br> 294-1010 | |
| --- | --- |
None
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | RVP | NYSE<br> American |
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<br> 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 5.07 - Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Retractable Technologies, Inc. was held as a virtual meeting on May 9, 2025. Abstentions are considered present for purposes of calculating the vote but are not considered to have been voted in favor of the matters voted upon and broker non-votes are not considered present for purposes of calculating the votes.
The final voting results are as follows:
Proposal 1: The Election of Three Class 1 Directors
All Directors nominated by the Board of Directors were elected. Voting results are shown in the table below.
| Votes For | Votes Withheld | Abstentions and<br> <br>Broker Non-Votes | ||||
|---|---|---|---|---|---|---|
| CLASS 1 DIRECTORS | ||||||
| Marco Laterza | 20,138,379 | 844,520 | 0 | |||
| Darren E. Findley | 20,427,188 | 555,711 | 0 | |||
| Amy Mack | 20,471,375 | 511,524 | 0 |
Proposal 2: The Advisory Vote to Approve Executive Compensation
The shareholders approved, on an advisory, non-binding basis, the compensation of Retractable Technologies, Inc.’s named executive officers by the votes set forth in the table below:
| For | Against | Abstain | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 20,241,011 | 699,077 | 42,811 | 0 |
Proposal 3: The Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes
The shareholders voted, on an advisory, non-binding basis, on the frequency of future executive compensation advisory votes and the results of such vote are set forth in the table below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2,464,841 | 22,607 | 18,429,792 | 65,659 | 0 |
Based on the results of this vote, Retractable Technologies, Inc. will include a shareholder vote on executive compensation in its proxy materials every three (3) years until the next required vote on the frequency of such vote is held.
| Item 8.01 | Other Events. |
|---|
On May 15, 2025, the Company issued a press release, a copy of which is attached to this Form 8-K as Exhibit 99, announcing results for the quarter ended March 31, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 99 | Press release announcing results for the period ended March 31,<br>2025. |
|---|---|
| 104 | Cover Page Interactive Date File (embedded within the Inline<br>XBRL document) |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATE: May 15, 2025 | RETRACTABLE TECHNOLOGIES, INC. | |
|---|---|---|
| (Registrant) | ||
| BY: | /s/ JOHN W. FORT III | |
| JOHN W. FORT III | ||
| VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND CHIEF ACCOUNTING OFFICER |
Exhibit 99
RETRACTABLE TECHNOLOGIES, INC. RESULTSFOR THE PERIOD ENDED MARCH 31, 2025
LITTLE ELM, TEXAS, May 15, 2025 — Retractable Technologies, Inc. (NYSE American: RVP) reports total net sales of $8.3 million for the first three months of 2025 and an operating loss of $4.7 million for the period, as compared to total net sales for the same period last year of $7.6 million and an operating loss of nearly $3.0 million. The differences in operating losses are largely due to an increase in tariffs and additional period costs related to increased domestic production activities. Tariffs are expected to continue to materially increase costs in future periods despite recent reductions in some tariff rates. Retractable reduced its dependence on its Chinese manufacturers in the first quarter of 2025 to 62.7% from 90.4% in the first quarter of 2024 by increasing domestic manufacturing. Retractable has hired additional manufacturing personnel while reducing its workforce in April 2025 in other departments, such as general and administrative personnel. Retractable has adapted certain equipment to enable additional domestic manufacturing and expects to adapt additional equipment for the same purpose over the next few months.
Unrealized losses on investments were a significant factor in the computation of net income for the first quarter of 2025.
Retractable experienced significant growth in late 2020 through early 2022 due to material orders from the U.S. government to supply syringes for COVID-19 vaccination efforts. Such orders included payment for certain freight charges as well. As a result, comparability to revenues and expenses in recent years may be challenging. Below are first quarter revenue figures from 2018 – 2025, as obtained from Retractable’s Quarterly Reports on Form 10-Q as filed with the U.S Securities and Exchange Commission.
| Three Months Ended March 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in millions) | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||
| U.S. sales (excluding U.S. government) | $ | 7.4 | $ | 6.6 | $ | 5.4 | $ | 10.2 | $ | 11.0 | $ | 8.3 | $ | 6.1 | $ | 6.6 |
| Sales to U.S. government | — | — | — | 15.7 | 37.8 | — | — | — | ||||||||
| North and South America sales (excluding U.S.) | 0.6 | 0.2 | 4.8 | 11.1 | 0.9 | 2.8 | 1.3 | 1.0 | ||||||||
| Other international sales | 0.3 | 0.8 | 0.8 | 7.7 | 0.4 | 0.1 | 0.5 | 0.1 | ||||||||
| Total sales | $ | 8.3 | $ | 7.6 | $ | 11.0 | $ | 44.7 | $ | 50.1 | $ | 11.2 | $ | 7.9 | $ | 7.7 |
Retractable reports the following results of operations for the three months ended March 31, 2025 and 2024, respectively. Further details concerning the results of operations, as well as other matters, are available in Retractable’s Form 10-Q filed on May 15, 2025 with the U.S Securities and Exchange Commission.
Comparison of Three Months Ended March 31,2025 and March 31, 2024
Domestic sales accounted for 89.6% and 87.4% of total revenues for the three months ended March 31, 2025 and 2024, respectively. Domestic revenues increased 11.9%, while domestic unit sales increased 17.2%. Domestic unit sales represented 84.9% of total unit sales for the three months ended March 31, 2025. The increase in unit sales did not translate into a proportional increase in domestic revenues, primarily due to a decrease in average selling price, which was largely impacted by higher transaction costs associated with distributor agreements.
International revenues for the three months ended March 31, 2025 remained consistent compared to the same period in 2024. However, average selling price per unit declined relative to the first quarter of 2024, primarily due to a shift in product mix. International sales for the three months ended March 31, 2024 included a higher proportion of premium-priced Blood Collection Sets and Easy Point Needles, which typically yield higher average selling price. There remains uncertainty regarding the timing of future international orders.
Overall, units sales increased 18.9%.
Cost of manufactured product increased 50.3% principally due to an increase in tariffs and additional period costs related to increased domestic production activities. Royalty expense increased 8.8% primarily due to the increase in gross sales, slightly offset by a decrease in royalties received from sublicenses.
Tariffs are expected to continue to materially increase our costs in future periods. Approximately $1.5 million was spent on tariff expenses in the first quarter of 2025. These costs are included in Cost of manufactured product.
Operating expenses decreased 4.3%. The decrease was primarily driven by lower legal and litigation fees, as well as a reduction in outside accounting fees.
The loss from operations was $4.7 million compared to a loss of approximately $3 million for the same period last year. The increased loss was due to lower gross profit for the current period.
The unrealized loss on debt and equity securities was $7.2 million due to the decreased market values of those securities.
The provision for income taxes was $286 thousand as compared to a provision for income taxes of $86 thousand for the same period in 2024. The difference is primarily related to fully reserving the deferred tax asset in the second quarter of 2024.
ABOUT RETRACTABLE
Retractable manufactures and markets VanishPoint^®^ and Patient Safe^®^ safety medical products and the EasyPoint^®^ needle. The VanishPoint^®^ syringe, blood collection, and IV catheter products are designed to prevent needlestick injuries and product reuse by retracting the needle directly from the patient, effectively reducing exposure to the contaminated needle. Patient Safe^®^ syringes are uniquely designed to reduce the risk of bloodstream infections resulting from catheter hub contamination. The EasyPoint^®^ is a retractable needle that can be used with luer lock syringes, luer slip syringes, and prefilled syringes to give injections. The EasyPoint^®^ needle also can be used to aspirate fluids and for blood collection. Retractable's products are distributed by various specialty and general line distributors.
For more information on Retractable, visit its website at www.retractable.com.
Forward-looking statements in this press release are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and reflect Retractable's current views with respect to future events. Retractable believes that the expectations reflected in such forward-looking statements are accurate. However, Retractable cannot assure you that such expectations will materialize. Actual future performance could differ materially from such statements.
Factors that could cause or contribute to such differences include, but are not limited to: tariffs; material changes in demand; Retractable's ability to maintain liquidity; Retractable's maintenance of patent protection; Retractable's ability to maintain favorable third party manufacturing and supplier arrangements and relationships; foreign trade risk; Retractable's ability to access the market; production costs; the impact of larger market players in providing devices to the safety market; and other risks and uncertainties that are detailed from time to time in Retractable's periodic reports filed with the U.S. Securities and Exchange Commission.
Retractable Technologies, Inc.
John W. Fort III, 888-806-2626 or 972-294-1010
Vice President, Chief Financial Officer, and Chief Accounting Officer