Retractable Technologies Inc 10-K for FY2025
Retractable Technologies Inc (RVP)
About this 10-K
Retractable Technologies Inc filed this 10-K on March 27, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $38.27M
- up 15.8% from $33.05M a year earlier
- Net loss
- $12.57M
- compared with a net loss of $11.89M a year earlier
- Diluted EPS
- -$0.43
- compared with -$0.40 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For the fiscal year ended
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Securities registered pursuant to Section 12(b) of the Act:
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The aggregate market value of the common equity held by non-affiliates as of June 30, 2025, was $
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Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 9, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
RETRACTABLE TECHNOLOGIES, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2025
TABLE OF CONTENTS
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PART I
FORWARD-LOOKING STATEMENT WARNING
Certain statements included by reference in this filing containing the words “could,” “may,” “believes,” “anticipates,” “intends,” “expects,” and similar such words constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Any forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, tariffs, material changes in demand, our ability to maintain liquidity, our maintenance of patent protection, our ability to maintain favorable third party manufacturing and supplier arrangements and relationships, foreign trade risk, our ability to access the market, production costs, the impact of larger market players in providing devices to the safety market, and other factors referenced in Item 1A. Risk Factors. Given these uncertainties, undue reliance should not be placed on forward-looking statements.
Item 1. Business.
DESCRIPTION OF BUSINESS
General Development of Business
Retractable Technologies, Inc. was incorporated in Texas in 1994. Our business is the manufacturing and marketing of safety medical products (predominately syringes) for the healthcare industry. We have manufacturing facilities in Little Elm, Texas and use manufacturers in China as well. Our syringes are well-suited for administering vaccinations.
On September 13, 2024, the Office of the U.S. Trade Representative (“USTR”) revealed final adjustments to increase tariffs on certain goods imported from China under Section 301 (“Section 301”) of the Trade Act of 1974 (“Trade Act”). Among those products included were syringes and needles, at a rate of 100%. Beginning in early 2025 and throughout much of the year, additional widespread tariffs were imposed on most products imported into the U.S. citing authority under the International Emergency Economic Powers Act (“IEEPA”). Those tariffs were in addition to the Section 301 tariffs which existed at the time. Throughout 2025, the prevailing tariff rates on various products and certain countries of origin, including many of our products, fluctuated greatly. These fluctuations negatively impacted our ability to predict the cost of importing certain goods or groups of goods and negatively impacted our business. In February 2026, the U.S. Supreme Court ruled that the President’s use of IEEPA to impose reciprocal tariffs exceeded his authority and that the IEEPA tariffs must be vacated. Looking forward after the Supreme Court’s ruling, the 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Additionally, following the Supreme Court’s ruling on the tariffs imposed under IEEPA, effective February 20, 2026 a 10% ad valorem duty went into effect under Section 122 of the Trade Act, which is in addition to the above-mentioned Section 301 tariffs.
As of March 9, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 120%. Other products we import from China, which do not fall under the category of needles and syringes, are subject to a 20% tariff rate. As foreign trade policy continues to evolve, including the impact of the Supreme Court’s ruling, uncertainty as to future tariff rates and affected products remains. Tariffs are expected to have a continuing material impact on our ability to source finished goods and certain raw materials and component parts, and to our results of operations and financial position. We continue working to lessen the financial impact of the tariffs through strategic ordering of products from our Chinese suppliers and shifting a larger portion of manufacturing of 1mL, 3mL, and EasyPoint® needles to our domestic manufacturing facility.
Additionally, in recent past years, we increased our domestic manufacturing capacity for product lines typically used in the administration of vaccines, funded in part by the Technology Investment Agreement, as amended ("TIA") with the United States Government Department of Defense, U.S. Army Contracting Command-Aberdeen Proving Ground, Natick Contracting Division & Edgewood Contracting Division (ACC-APG, NCD & ECD) on behalf of the Biomedical Advanced Research and Development Authority (BARDA). The TIA funded the $81.0 million facilities expansion and
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purchase of new manufacturing equipment and related ancillary equipment. At our own expense, we constructed a new warehouse onsite for housing finished goods and raw materials to be used in the manufacturing process as well as an expansion to our administrative offices. The TIA (under its April 2023 successor agreement, Other Transaction Agreement) governs ongoing terms until June 30, 2030 which include maintenance of equipment, availability of capacity, and U.S. government preference in the event of a public health emergency.
Description of Business
Our goal is to become a leading provider of safety medical products. Our principal products were designed to protect healthcare workers, patients, and others from needlestick injuries, cross-contamination through reuse, and reduce disposal costs.
Our dominant revenue-generating products are our injection devices (syringes and needles). Such products are marketed under the VanishPoint®, Patient Safe®, and EasyPoint® brands. Most of our products incorporate a feature whereby our needles retract which is a safety feature designed to protect healthcare workers from needlestick injuries. Our VanishPoint® 1mL syringes meet the criteria set by pharmaceutical manufacturers for low dead space, which results in a reduction of wasted medication caused by residual medication remaining in the syringe after a dose has been administered. In some instances, the low dead space allows for additional doses to be obtained from a medication vial.
VanishPoint® syringe sales have historically comprised most of our sales. Syringe sales were 65.1%; 68.5%; and 78.3% of our revenues in 2025, 2024, and 2023. EasyPoint® products accounted for 31.2%; 27.1%; and 16.6% of sales in 2025, 2024, and 2023.
We believe domestic customers may have retained product provided for vaccination purposes in inventory, leading to a decrease in overall demand. The extent to which these supplies still exist and the effect they have on future ordering patterns is difficult to estimate.
Overall demand may also be affected by public sentiment and acceptance of the safety and efficacy of vaccinations. While some products in our catalog of products are unrelated to the administration of vaccines, changes in the acceptance of vaccinations could have a material impact on our business.
We currently have under development additional safety products that add to or build upon our current product line offering. One such product has been submitted to the U.S. Food and Drug Administration (FDA) for review. No products under development are expected to be commercially available in 2026.
Our products are sold to and used by healthcare providers. Historically, an overwhelming majority of our products have been sold domestically.
Representatives of group purchasing organizations (“GPOs”) and purchasing representatives (rather than the end-users of the product) make the vast majority of decisions relating to the purchase of medical supplies. The GPOs and larger manufacturers often enter into contracts which can prohibit or limit entry in the marketplace by competitors.
We distribute our products throughout the U.S. through general line and specialty distributors. We also use international distributors. We have developed a national direct marketing network in order to market our products to health care customers and their purchaser representatives.
Sources and Availability of Raw Materials
Our product components, including needle adhesives and packaging materials, are purchased from various suppliers. There is no current scarcity of such materials or such suppliers.
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Intellectual Property
Intellectual property rights, particularly patent rights, are material to our business. The patent rights are jointly owned by the Company and Thomas J. Shaw, our founder and CEO, and have varying expiration dates. Under the terms of an exclusive license agreement that has been in effect since 1995, the Company is exclusively licensed to use the patent rights held by Mr. Shaw, and Mr. Shaw generally receives a 5% royalty on gross sales of products subject to the license and he receives 50% of the royalties paid to the Company by certain sublicensees of the technology subject to the license.
Recent and expected modifications to our VanishPoint® products will effectively cause the modified VanishPoint® products to have extended patent expiration dates. Following the expiration of patents related to the old design, competitors may attempt to copy aspects of such prior design, but not the current design.
Patents related to recent modifications to the VanishPoint® syringes and core technology of the VanishPoint® syringes will expire during the years 2028 through 2032. Other patent applications covering inventions applicable to the VanishPoint® syringes are pending.
The Company has unexpired patents which relate to the EasyPoint® technology and other products as well.
The Company has registered the following trade names and trademarks for our products: VanishPoint®, EasyPoint®, Patient Safe®, VanishPoint® logos, RT and design, the VanishPoint® and design, the spot design and the Company slogans “The New Standard for Safety” ® and “We Make Safety Safe” ®.
Seasonality
Historically, unit sales have increased during the flu season.
Government Approval and Government Regulations
Compliance with government regulations represents an important part of our business. As a manufacturer of medical devices and operating under the TIA, we are subject to stringent regulatory requirements. In addition, we are also subject to maintain systems to monitor and report our findings to various regulatory bodies. We are also subject to audit by those bodies and/or third parties acting as proxies to verify our compliance with such regulations. The cost of compliance can be significant in terms of financial and human resource commitments. These costs are ongoing and may become more significant if the regulatory landscape changes.
The development, manufacture, marketing, sale, promotion, and distribution of our products are subject to government regulation by the U.S. Food and Drug Administration (FDA) and similar international regulatory agencies. Regulation by various international, federal and state agencies address the development and approval to market medical products, as well as approval and supervision of manufacturing, labeling, packaging, supply chains, distribution and record-keeping.
For all products manufactured for sale in the domestic market, we have given notice of intent to market to the FDA, and the devices were shown to be substantially equivalent to the predicate devices for the stated intended use. For all products manufactured for sale in the domestic market and foreign market, we hold a Quality Management System certification to ISO 13485:2016. Additionally, for all products manufactured for sale into the applicable countries, we hold a Quality Management System certification in compliance with the Medical Device Single Audit Program (MDSAP). We do not currently hold a CE mark but are pursuing certification under EU MDR 2017/745.
Compliance with domestic and international laws and regulations may affect our business. Among other effects, health care regulations and significant changes thereto may substantially increase the time, difficulty, and costs incurred in developing, obtaining, and maintaining approval to market, and marketing newly developed and existing products. We expect this regulatory environment will continue to require effort and investment to ensure compliance. Failure to comply could delay the release of a new product or result in regulatory and enforcement actions, the seizure or recall of a product,
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the suspension or revocation of the authority necessary for a product’s production and sale, and other civil or criminal sanctions including fines and penalties.
The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including patient health information, financial information, and other sensitive personal information), is increasing. For example, the European Union, various other countries, and various U.S. states (e.g., California) have enacted stricter data protection laws that contain enhanced financial penalties for noncompliance. Similarly, the U.S. Department of Health and Human Services has issued rules governing the use, disclosure, and security of protected health information, and the FDA has issued further guidance concerning cybersecurity for medical devices. In addition, certain countries have issued or are considering “data localization” laws, which limit companies’ ability to transfer protected data across country borders. Failure to comply with data privacy and security laws and regulations can result in business disruption and enforcement actions, which could include civil or criminal penalties.
The sale of medical products is subject to laws and regulations pertaining to health care fraud and abuse, including state and federal anti-kickback, anti-self-referral, and false claims laws in the United States.
We will continue to comply with applicable regulations of all countries in which our products are registered for sale.
We believe that we do not incur material costs in connection with compliance with environmental laws.
Competitive Conditions
Our competitive position with respect to product acceptance and market share remains much the same as before the COVID-19 pandemic. From a business perspective, our competitive position has been made more difficult with the implementation of tariffs on products we import from China. As of March 9, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 120%. Other products we import from China, which do not fall under the category of needles and syringes, are subject to a 20% tariff rate. We continue to face fierce competition from much larger and more established companies across the U.S. healthcare market. While our products were widely used in the mass vaccination efforts during the COVID-19 pandemic, there is no assurance that we will be able to gain market share due to our relative size and presence in the overall U.S. healthcare market.
Becton, Dickinson and Company (“BD”), a global company which we had previously considered our primary competitor, spun off a portion of its syringe, needle, and injection product division as Embecta Corp. (“Embecta”) in April 2022. Embecta, which specializes in diabetes management, along with BD itself, are formidable competitors with greater market share and greater resources than us.
We compete primarily on the basis of healthcare worker and patient safety, product performance, and quality. We believe our competitive advantages include, but are not limited to, our leadership in quality and innovation. We believe our products continue to be the most effective safety devices in today’s market. Our VanishPoint® 1mL syringes meet the criteria set by pharmaceutical manufacturers for low dead space, which results in a reduction of wasted medication caused by residual medication remaining in the syringe after a dose has been administered. In some instances, the low dead space allows for additional doses to be obtained from a medication vial. Our syringe products include passive safety activation, require less disposal space, and are activated while in the patient, reducing exposure to the contaminated needle. Our price per unit is competitive or even lower than the competition once all the costs incurred during the life cycle of a syringe are considered. Such life cycle costs include disposal costs, testing and treatment costs for needlestick injuries, and treatment for contracted illnesses resulting from needlestick injuries.
EasyPoint® retractable needles offer unique safety benefits not found in other commercially available safety needles. Manually activated safety needles that compete with EasyPoint® must be removed from the patient, exposing the contaminated needle prior to activation of the manual safety mechanism. EasyPoint® needles allow for activation of the automated retraction mechanism while the needle is still in the patient, reducing exposure to the contaminated needle and effectively reducing the risk of needlestick injuries. EasyPoint® retractable needles are compatible with Luer-fitting
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syringes, including pre-filled syringes. In addition, EasyPoint® retractable needles may be activated with fluid in the syringe, making it applicable for aspiration procedures such as blood collection.
Employees
As of March 9, 2026, we had 201 employees. 195 of such employees were full-time employees. We provide equal employment opportunities to all employees and applicants for employment without regard to race, color, religion, gender, national origin, age, disability, marital status, ancestry, veteran status, workers’ compensation status or any other characteristic protected by federal, state, or local law. We have adopted a policy of zero tolerance for any form of unlawful discrimination or retaliation. We continue to evaluate current compensation rates and job descriptions with industry standard salary surveys to maintain competitive wages.
We recognize that we are now more reliant on our manufacturing workforce than in recent years as a result of tariffs imposed on the import of our products from our overseas manufacturers. As we continue to increase our output of domestically produced products and decrease our overall import mix, a strong and reliable workforce is essential to our success. As such, we are committed to attracting and retaining talent through market-competitive wages and benefits as well as providing a safe and supportive working environment.
Available Information
We make available, free of charge on our website (www.retractable.com), our Form 10-K Annual Report and Form 10-Q Quarterly Reports and Current Reports on Form 8-K (and any amendments to such reports) as soon as reasonably practical after such reports are filed.
Item 1A. Risk Factors.
You should carefully consider the following material risks facing us. If any of these risks occur, our business, results of operations, or financial condition could be materially affected.
Recent Tariffs and Other Foreign Trade Policy Risks
We are subject to risks associated with foreign trade policy. In 2025, we used Chinese manufacturers to produce 62.6% of our products.
Tariffs on our products continue to have a material negative impact to our results of operations and financial position. We are working to lessen the financial impact of the tariffs, including shifting a larger portion of manufacturing of 1mL, 3mL, and EasyPoint® needles to our domestic manufacturing facility. Notwithstanding our efforts to shift the majority of our manufacturing to our domestic facility, we are still reliant on our Chinese manufacturers to provide products we are not able to manufacture.
While we are committed to decreasing our reliance on imported products, and decreasing the negative financial impact such tariffs carry, there is no guarantee that our efforts will be successful. To the extent possible, we are working to increase our domestic production capacity and efficiency to be cost-competitive with our international manufacturers on a pre-tariff basis.
In the event that we become unable to purchase product from our Chinese manufacturers or produce those products domestically, we may need to find an alternate manufacturer for the blood collection set, IV catheter, Patient Safe® syringe, 0.5mL insulin syringe, 0.5mL autodisable syringe, and 2mL, 5mL, and 10mL syringes. Even with increased domestic production, we may not be able to avoid a disruption in supply.
We derived 15.8% of our revenues in 2025 from international sales. International sales, particularly in emerging market countries, are further subject to a variety of regulatory, economic, and political risks as well. Among the political risk we face with regard to international sales is the risk that our products may be subject to reciprocal tariffs in foreign
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countries in reaction to recently enacted and threatened tariffs by the U.S. The overall risk to our successful efforts in international markets is unknown and difficult to predict.
We Are Concerned that Our Stock Price is Not Correlated with Value
As of December 31, 2025, our market capitalization was $23.1 million (based on a $0.77 per share closing price) and total stockholders’ equity was $74.4 million. Our stock price reached a low of $0.62 per share in 2025 despite our strong balance sheet. We are therefore concerned that our stock price is not correlated with our value.
Our Customers Have Excess Product In Inventory and We Cannot Predict When It Will Be Depleted
We believe domestic customers have retained Retractable products (as well as competitive products) purchased or provided for vaccination purposes in inventory, leading to a decrease in demand for our products. It is unclear when the excess inventory surplus will clear. Until the inventory is depleted, we expect domestic demand to continue to be depressed. The extent to which surplus product still exists, and the potential impact it may have on future orders, is uncertain.
We Are Challenged by Uncertainties in Obtaining and Enforcing Intellectual Property Rights
Our main competitive strength is our technology. We are dependent on patent rights, and if the patent rights are invalidated or circumvented, our business would be adversely affected. Patent protection is considered, in the aggregate, to be of material importance in the design, development, and marketing of our products.
Syringes comprised 65.1% of sales in 2025. When the patents of the VanishPoint® syringes and other products expire, we may experience a significant and rapid loss of sales, and our competitive position in the marketplace may weaken if other competitors use our technology. Such occurrences could have a material adverse effect on profitability.
We do not maintain patent or trademark protection in all foreign countries, but, where possible, have taken steps to protect our patents and trademarks in those countries where we market our products or where we believe other manufacturers are most likely to attempt to replicate our technology. Our lack of patent and trademark protection in certain foreign countries heightens the risk that our designs may be copied by a competitor in those countries.
We Are Vulnerable to New Technologies
Because we have a narrow focus on particular product lines and technology (currently, predominantly retractable needle products), we are vulnerable to the development of superior competing products and to changes in technology which could eliminate or reduce the need for our products. If a superior technology is created, the demand for our products could greatly diminish.
In addition, ongoing innovation in pharmaceutical therapies, delivery methods, and clinical guidelines, including glucagon-like peptide 1 (“GLP 1”) based treatments and other long acting therapies, may alter traditional treatment patterns and reduce, delay, or change the use of insulin and other injectable therapies, which could result in lower demand for certain products or changes in the mix and volume of devices sold. Any such changes could materially and adversely affect our net sales, margins, financial condition, results of operations, and cash flows.
Our Competitors Have Greater Resources
Our competitors have greater financial resources, larger and more established sales and marketing and distribution organizations, and greater market influence, including long-term contracts. These competitors may be able to use these resources to improve their products through research and acquisitions or develop new products which may compete more effectively with our products. If our competitors choose to use their resources to create products superior to ours, we may be unable to sell our products and our ability to continue operations would be weakened.
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For instance, Becton, Dickinson and Company (“BD”), a global company which we had previously considered our primary competitor, spun off a portion of its syringe, needle, and injection product division as Embecta Corp. (“Embecta”) in April 2022. Embecta licenses existing BD intellectual property and has continued to use the BD branding on its products and is provided with certain other services by BD. Embecta’s 2025 annual report indicated that the company had 1,850 employees, as compared to our workforce of 201 employees. With resources greatly in excess of our own, we expect Embecta will be a formidable competitor.
We Are Controlled by One Shareholder
Thomas J. Shaw, our President and Chief Executive Officer, has investment or voting power over a total of 55.7% of the outstanding Common Stock as of March 9, 2026. Mr. Shaw therefore has the ability to direct our operations and financial affairs and significant influence to elect members of our Board of Directors. His interests may not always coincide with the Company’s interests or the interests of other stockholders. This concentration of ownership, for example, may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could materially adversely affect the market price of our Common Stock. The concentration of ownership may likewise influence Mr. Shaw’s continued employment and position as President, CEO, and Chairman of the Board. Mr. Shaw’s rights under the Technology License Agreement, as the owner of the technology we produce, present similar conflicts of interest.
Defensive Measures to Deter Hostile Takeovers
On November 16, 2021, we and Mr. Shaw entered into the Third Amendment to Technology License Agreement (the “Amendment”). The Amendment expands the scope of the Technology License Agreement and provides additional protection to the parties in the event of a Hostile Takeover, as defined by the Amendment. Under the Amendment, under certain conditions, Mr. Shaw is granted the unilateral right to terminate the Technology License Agreement or cancel or convert a license thereunder from exclusive to nonexclusive following a Hostile Takeover.
Additionally, as a public Texas corporation, we are generally prohibited from entering into a business combination with a person who acquires twenty percent or more of our stock for three years unless either: (1) the combination or acquisition is pre-approved by our Board; or (2) the combination is approved by affirmative vote of the shareholders of at least two-thirds of the outstanding voting shares entitled to vote, excluding the affiliated shareholder. As such, independent of the rights granted to Mr. Shaw under the Amendment, as beneficial owner of 55.7% of our stock and Chairman of the Board, Mr. Shaw has considerable influence on all business combination decisions.
Supply Chain Disruptions Could Negatively Impact our Profitability
Our operations have historically been dependent on timely delivery of finished goods from our Chinese manufacturers and timely delivery of sufficient quantities of components and raw materials for domestic manufacturing. As mentioned earlier, we are shifting our production operations away from China to our domestic facility. With this change of production venue, we will face increased reliance on our domestic supply chain for raw materials and components parts. We expect this reliance to continue to increase as our domestic production output increases. Any disruption in our suppliers’ operations or timely availability of shipments from our third-party freight carriers could disrupt our ability to provide product to our customers in a timely manner, which could materially and adversely affect our results of operations and cash flows.
Geopolitical conflicts, including ongoing tensions in the Middle East, could disrupt our supply chain and limit the timely availability of components or finished goods, which could materially and adversely affect our results of operations and cash flows.
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Inflationary Price Pressures and Uncertain Availability of Commodities, Raw Materials, Utilities, Labor or Other Inputs Used by us and our Suppliers, or Instability in Logistics and Related Costs, Could Negatively Impact our Profitability
Increases in the price of commodities, raw materials, utilities, labor or other inputs that we or our suppliers use in manufacturing and supplying products, components and parts, along with logistics and other related costs, may lead to higher production and shipping costs for our products, parts, and components. Further, increasing global demand for, and uncertain supply of, such materials could disrupt our or our suppliers’ ability to obtain such materials in a timely manner to meet our supply needs and/or could lead to increased costs. A material increase in the cost of inputs to our production could lead to higher costs for our products and could negatively impact our operating results. We expect that as we increase our materials acquisition levels for domestic production, we will be able to achieve economies of scale and greater volume-purchasing agreements with our suppliers, but there is no guarantee such benefits will materialize.
Vaccine Hesitancy Could Impact Demand
Overall demand may be affected by public sentiment and acceptance of the safety and efficacy of vaccinations. While some products in our catalog of products are unrelated to the administration of vaccines, changes in the acceptance of vaccinations could have a material impact on our business. In addition to public sentiment regarding vaccinations, U.S. public health policy and recommendations by the U.S. Centers for Disease Control and Prevention (CDC) may negatively impact demand for our products used in vaccine administration.
We Face Inherent Product Liability Risks
As a manufacturer and provider of safety needle products, we face an inherent business risk of exposure to product liability claims. Additionally, our success depends on the quality, reliability, and safety of our products and defects in our products could damage our reputation. If a product liability claim is made and damages are in excess of our product liability coverage, our competitive position could be weakened by the amount of money we could be required to pay to compensate those injured by our products. In the event of a recall, we have recall insurance. Historically, we have not incurred a negative material impact from product recalls of our products. We and our contract manufacturers adhere to stringent quality control standards and processes to ensure that our products are of the highest quality and remain safe and effective. The safety of healthcare workers and patients remains our highest priority.
Our Business May Be Affected by Changes in the Health Care Regulatory Environment
In the U.S. and internationally, government authorities may enact changes in regulatory requirements, reform existing reimbursement programs, and/or make changes to patient access to health care, all of which could adversely affect the demand for our products and/or put downward pressure on our prices. Future healthcare rulemaking could affect our business. We cannot predict the timing or impact of any future rulemaking or changes in the law.
We May Experience Losses in Our Investment Account
Our investment portfolio is subject to market risk. As a result, the value and liquidity of our cash equivalents and marketable securities could fluctuate substantially. Likewise, our other income and expenses could vary materially depending on gains or losses realized on the sale or exchange of investments and other factors. Increased volatility in the financial markets and overall economic uncertainty could increase the risk that actual amounts realized on our investments may differ from the fair values currently assigned to them. Because 24.1% of our total assets are invested in the market, fluctuations in market values could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
Health Crises Could Have an Adverse Effect on Our Business
In any future health crisis, we may elect or be required to close temporarily which would result in a disruption in our activities and operations. Our supply chain, including transportation channels, may be impacted by any such restrictions as well. Any such disruption could impact our sales and operating results.
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Widespread health crises also negatively affect economies which could affect demand for our products. In the event of a resurgence of COVID-19 or in the case of any future pandemic, there is no guarantee that revenues from syringes needed for vaccines would offset the effects to our business of a global economic decline.
Travel and import restrictions may also disrupt our ability to manufacture or distribute our products. Any import or export or other cargo restrictions related to our products or the raw materials used to manufacture our products could restrict our ability to manufacture and ship products and harm our business, financial condition, and results of operations.
Our key personnel and other employees could be affected by COVID-19 or any future pandemic, which could affect our ability to operate efficiently.
Disruption of Critical Information Systems or Material Breaches in the Security of Our Systems Could Harm Our Business, Customer Relations, and Financial Condition
Information technology helps us operate efficiently, interface with customers and suppliers, maintain financial accuracy and efficiency, and accurately produce our financial statements. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach. If our data management systems do not effectively collect, store, process, and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies, or human error, our ability to effectively plan, forecast, and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial condition, results of operations, cash flows, and the timeliness with which we report our internal and external operating results. Third parties may attempt to fraudulently induce employees or customers into giving away sensitive information, which may in turn be used to access our information technology systems. In addition, unauthorized persons may attempt to hack into our systems to obtain our confidential or proprietary information or confidential information we hold on behalf of third parties. If the unauthorized persons successfully hack into or interfere with our system, we may experience a negative impact to our business and reputation. We have programs in place to detect, contain, and respond to data security incidents, and we make ongoing improvements to our systems in order to minimize vulnerabilities, in accordance with industry and regulatory standards. However, we may not be able to anticipate and prevent these intrusions or mitigate them when and if they occur. We also rely on external vendors to supply and/or support certain aspects of our information technology systems. The systems of these external vendors may contain defects in design or manufacture or other problems that could unexpectedly compromise information security of our own systems, and we are dependent on these third parties to deploy appropriate security programs to protect their systems. It is possible for such vulnerabilities to remain undetected for an extended period, including several years or longer. The costs to us to eliminate or alleviate network security problems, bugs, viruses, worms, ransomware and other malicious software programs, and security vulnerabilities could be significant. Our efforts to address these problems may not be successful and could result in unexpected interruptions, delays, cessation of service, and harm to our business operations. Depending on the type of breach, we could also be exposed to a risk of loss or litigation and potential liability, which could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
Illegal Distribution and Sale by Third Parties of Counterfeit Versions of Our Products Could Have a Negative Impact
Third parties may illegally distribute and sell counterfeit versions of our products which do not meet our rigorous manufacturing and testing standards. Our reputation and business could suffer harm as a result. In addition, diversion of products into other channels may result in reduced revenues.
General Risk Factors
We face risk factors common to other U.S. businesses. We could be subject to complex and costly regulation. Our business could suffer if we or our suppliers encounter manufacturing problems or disruptions to transportation channels. We could be subject to risks associated with doing business outside of the U.S, including risks associated with global economic, regulatory, or political changes, or health crises. Current or worsening economic conditions may adversely affect our business and financial condition.
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Item 1B. Unresolved Staff Comments.
Not applicable and none.
Item 1C. Cybersecurity
We prioritize cybersecurity throughout our operations to protect sensitive data, ensure device integrity, and maintain business continuity. Our strategy is built on a layered approach encompassing proactive risk assessments, vulnerability management, data security, device security, employee training, and incident response. We have a documented incident response plan outlining steps for detection, containment, eradication, and recovery from cyberattacks. We conduct regular incident response drills to ensure preparedness. We use threat intelligence feeds and industry reports to stay informed about evolving cyber threats targeting the medical manufacturing industry. We conduct annual comprehensive risk assessments using industry-standard methodologies and tailored questionnaires for medical manufacturing risks. We continuously monitor system logs and security alerts for suspicious activity indicative of potential attacks. We track and prioritize identified risks based on a risk scoring system considering factors like data sensitivity and operational disruption. We implement multi-factor authentication for all remote access and privileged accounts. We segment our network to isolate critical systems holding personal identifying information, corporate data, and operational data. We encrypt sensitive data at rest and in transit using industry-standard algorithms. We regularly patch vulnerabilities in our systems based on severity and potential exploitability. We have strict access controls in place, granting privilege access based on job roles and responsibilities. We continuously monitor network activity for anomalies and suspicious behavior.
The ISO handles developing, implementing, and maintaining the cybersecurity risk management program and reports directly to the CFO who has the authority to allocate resources and make decisions related to cybersecurity. A cross-functional committee composed of representatives from Management, IT, legal, compliance, operations and other relevant departments aids the ISO in managing cyber risks and developing program initiatives. Business unit and departmental leaders are responsible for implementing cybersecurity controls within their areas of responsibility and
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reporting potential risks to the ISO. Regular cybersecurity awareness training is provided to all employees to educate them on cyber threats, best practices, and reporting procedures. Management and IT personnel receive additional training on specific security concepts and risk management techniques. We are committed to continuous improvement of our cybersecurity risk management program. We actively monitor industry best practices and adapt our program to address evolving threats and risks.
Item 2. Properties.
Our headquarters are located at 511 Lobo Lane, on 35 acres, which we own, overlooking Lake Lewisville in Little Elm, Texas. The headquarters are in good condition and houses our administrative offices and manufacturing facility. The manufacturing facility produced approximately 37.4% of the units that were manufactured in 2025. Since 2020, we have significant additional domestic production capacity for some of our products, primarily vaccination syringes and needles associated with the TIA. However, we do not currently have the necessary equipment to produce every product we offer and may continue to rely on our international manufacturers to supply those products, incurring the cost of import tariffs.
A loan in the original principal amount of approximately $4,210,000 is secured by our land and buildings. See Note 9 to our financial statements for more information.
In the opinion of Management, the property and equipment are suitable for their intended use and are adequately covered by an insurance policy.
Item 3. Legal Proceedings.
As of March 9, 2026, we were not a party to or subject to any material legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
MARKET INFORMATION
Our Common Stock has been listed on the NYSE American (or its predecessor entities) under the symbol “RVP” since May 4, 2001. The closing market price on March 9, 2026 was $0.66 per share.
SHAREHOLDERS
As of March 9, 2026, there were 34,024,304 shares of Common Stock issued, of which 4,087,145 shares were held in treasury. There were 135 shareholders of record, not including Cede & Co. participants or beneficial owners thereof.
DIVIDENDS
We have not ever declared or paid any dividends on the Common Stock. We have no current plans to pay any cash dividends on the Common Stock.
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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information relating to our equity compensation plans as of December 31, 2025:
Equity Compensation Plan Information
| | | | Weighted | | Number of securities | |
| | | | average exercise | | remaining available for | |
| | Number of securities | | price of | | future issuance under | |
| | to be issued upon | | outstanding | | equity compensation | |
| | exercise of | | options, | | plans (excluding | |
| | outstanding options, | | warrants and | | securities reflected in | |
| | warrants and rights | | rights | | column(a)) | |
Plan category | | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders |
| 122,150 | | $ | 1.91 |
| 2,000,000 |
Total |
| 122,150 | | $ | 1.91 |
| 2,000,000 |
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return for our Common Stock (RVP) from December 31, 2020 to December 31, 2025, to the total returns for the Russell Microcap® and the Dow Jones U.S. Select Medical Equipment Index (DJSMDQ). The graph assumes an investment of $100 in the aforementioned equities as of December 31, 2020, and that all dividends are reinvested.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
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Item 6. Reserved.
Not required.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
FORWARD-LOOKING STATEMENT WARNING
Certain statements included by reference in this filing containing the words “could,” “may,” “believes,” “anticipates,” “intends,” “expects,” and similar such words constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Any forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, tariffs, material changes in demand, our ability to maintain liquidity, our maintenance of patent protection, our ability to maintain favorable third party manufacturing and supplier arrangements and relationships, foreign trade risk, our ability to access the market, production costs, the impact of larger market players in providing devices to the safety market, and other factors referenced in Item 1A. Risk Factors. Given these uncertainties, undue reliance should not be placed on forward-looking statements.
Overview
We have been manufacturing and marketing our products since 1997. Syringes comprised 65.1% of our sales in 2025. EasyPoint® products accounted for 31.2% of sales in 2025 and other products, including our IV safety catheter and blood collection products were 3.7% of our total product sales in 2025.
Our products have been and continue to be distributed nationally and internationally through numerous distributors. Some of our popular syringe products provide low dead-space. Low dead-space syringes reduce residual medication remaining in the syringe after the dose has been administered. In some instances, the low dead-space allows for additional doses of medication to be obtained from the vials.
On September 13, 2024, the Office of the U.S. Trade Representative (“USTR”) revealed final adjustments to increase tariffs on certain goods imported from China under Section 301 (“Section 301”) of the Trade Act of 1974 (“Trade Act”). Among those products included were syringes and needles, at a rate of 100%. Beginning in early 2025 and throughout much of the year, additional widespread tariffs were imposed on most products imported into the U.S. citing authority under the International Emergency Economic Powers Act (“IEEPA”). Those tariffs were in addition to the Section 301 tariffs which existed at the time. Throughout 2025, the prevailing tariff rates on various products and certain countries of origin, including many of our products, fluctuated greatly. These fluctuations negatively impacted our ability to predict the cost of importing certain goods or groups of goods and negatively impacted our business. In February 2026, the U.S. Supreme Court ruled that the President’s use of IEEPA to impose reciprocal tariffs exceeded his authority and that the IEEPA tariffs must be vacated. Looking forward after the Supreme Court’s ruling, the 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Additionally, following the Supreme Court’s ruling on the tariffs imposed under IEEPA, effective February 20, 2026 a 10% ad valorem duty went into effect under Section 122 of the Trade Act, which is in addition to the above-mentioned Section 301 tariffs.
As of March 9, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 120%. Other products we import from China, which do not fall under the category of needles and syringes, are subject to a 20% tariff rate. As foreign trade policy continues to evolve, including the impact of the Supreme Court’s ruling, uncertainty as to future tariff rates and affected products remains. Tariffs are expected to have a continuing material impact on our ability to source finished goods and certain raw materials and component parts, and to our results of operations and financial position. We continue working to lessen the financial impact of the tariffs through strategic ordering of products from our Chinese suppliers and shifting a larger portion of manufacturing of 1mL, 3mL, and EasyPoint® needles to our domestic manufacturing facility.
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While we have manufacturing capabilities to manufacture most of the products we currently sell domestically, some of our products are sourced exclusively from China. We obtained 62.6% of our products from our manufacturers in China in 2025, most of which are impacted by the tariffs, however, a portion was shipped directly to international customers, on which no tariffs were assessed. Tariffs are expected to continue to have a material impact to our results of operations and financial position. Approximately $1.8 million was incurred in tariff expense in 2025. We are working to lessen the financial impact of the tariffs, including shifting a larger portion of manufacturing of 1mL, 3mL, and EasyPoint® needles to our domestic manufacturing facility. We implemented reductions in force in the second and third quarters of 2025 in both manufacturing and non-manufacturing functions.
We have recently adapted some equipment to increase our domestic manufacturing capabilities. The adaptations to existing equipment will allow us to produce 0.5 mL syringes domestically. Once operational, we will no longer rely on imports for these products. We currently anticipate that commercial quantities will become available, as market demand necessitates, in the second half of 2026.
Certain products must be purchased from third party suppliers as we do not currently have the machinery to manufacture our entire product line in our U.S. facility. When equipment was added to our U.S. facility pursuant to the TIA, it was strictly for product lines typically used in the administration of vaccines, as required by the TIA.
In 2020 and 2021, we were awarded significant orders and contracts by the U.S. government for safety syringes for COVID-19 vaccination efforts. From 2020 through the first quarter of 2022, the U.S. government was a significant customer. We cannot predict whether any future U.S. government orders may occur.
Recent additions of manufacturing equipment and facilities under the 2020 TIA have increased our production capacity and our overhead costs. Under the TIA and its successor agreement, until June 30, 2030 we must continue to abide by ongoing terms which include maintenance of equipment, availability of capacity, and U.S. government preference in the event of a public health emergency.
The U.S. government orders as well as the TIA are material events particular to the COVID-19 pandemic and are not indicative of future operations.
Over the past several years, we have experienced certain cost increases in raw materials. Those costs primarily affected our domestic manufacturing because the finished goods we purchased from China were subject to a long-term fixed price contract. Sensitivity to cost fluctuations is likely to become more pronounced as we transition away from production under such a fixed price contract. Other factors that could affect our unit costs include tariffs, supplier cost increases, increases in workforce costs associated with increased domestic production, and changing production volumes. Increases in costs may not be recoverable through price increases of our products.
We believe domestic customers retained products provided for vaccination purposes in inventory. Customers have reported that demand was diminished due to their remaining syringe inventory. It is difficult to estimate how much, if any, of the remaining inventory might still remain in the market.
As detailed in Note 4 to the financial statements, we held $34.4 million in debt and equity securities as of December 31, 2025, which represented 24.1% of our total assets.
Historically, unit sales have increased during the flu season. From 2020-2022, seasonal effects of the flu season on our revenues were less impactful due to the dramatic increase in sales attributable to COVID-19 vaccinations. Seasonal trends for syringe sales may now be following pre-pandemic patterns. Additionally, there may be more demand for EasyPoint® products during the flu season, particularly in the retail pharmacy market. Purchases from our retail pharmacy customers may differ from purchasing patterns of general line distributors. EasyPoint® sales volumes increased primarily for this reason.
Overall demand may be affected by public sentiment and acceptance of the safety and efficacy of vaccinations. While some products in our catalog of products are unrelated to the administration of vaccines, changes in the acceptance of vaccinations could have a material impact on our business.
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The unrealized loss on debt and equity securities was $5.0 million due to the decreased market values of those securities; however, we realized gain on the sale of equity securities of $5.6 million.
In May 2025, we received a settlement payment of $1.9 million related to the resolution of litigation with former legal counsel. The amount was recorded in Litigation proceeds during the second quarter ended June 30, 2025.
In 1995, we entered into a license agreement with Thomas J. Shaw for the exclusive right to manufacture, market, and distribute products utilizing his patented automated retraction technology and other patented technology. This technology is the subject of various patents and patent applications owned by Mr. Shaw. The license agreement generally provides for quarterly payments of a 5% royalty fee on gross sales of products subject to the license and he receives fifty percent (50)% of the royalties paid to us by certain sublicensees of the technology subject to the license.
RESULTS OF OPERATIONS
The following discussion may contain trend information and other forward-looking statements that involve a number of risks and uncertainties. Our actual future results could differ materially from our historical results of operations and those discussed in any forward-looking statements. All period references are to our fiscal years ended December 31, 2025 and 2024. Dollar amounts have been rounded for ease of reading.
Comparison of Year Ended
December 31, 2025 and Year Ended December 31, 2024
Domestic sales accounted for 84.2% and 88.9% of the revenues in 2025 and 2024, respectively. Domestic revenues increased 9.7% principally due to an increase in VanishPoint® and EasyPoint® needle sales. Domestic unit sales increased 3.6%. Domestic unit sales were 73.7% of total unit sales for 2025. International revenues increased 64.0%, primarily driven by higher EasyPoint® needle sales, while international unit volume increased 164.7%. Revenue growth was lower than unit growth due to discounted pricing on international units, which had a negative impact on gross margin. Overall unit sales increased 23.3% and our overall revenues increased by 15.8%. There is uncertainty as to the timing of future international orders.
Cost of manufactured product increased 12.7%. Royalty expense increased 6.6% due to the associated increase in gross sales.
Approximately $1.8 million was incurred in tariff expense in 2025. These costs are included in Cost of manufactured product.
As a result of the above, gross profit margins increased from (3.1)% in 2024 to 0.1% in 2025.
Operating expenses increased 5.7%, primarily due to an impairment charge of $954 thousand and increased sales and marketing expenses due to increased headcount. The impairment charge of $954 thousand was primarily related to older syringe and tooling equipment.
The loss from operations was $21.2 million as compared to a loss from operations of $21.1 million in 2024.
The unrealized loss on debt and equity securities in 2025 was $5.0 million due to the decreased market values of those securities. A $5.6 million gain was realized from the sale of debt and equity securities in 2025.
The provision for income taxes was $291 thousand as compared to a provision for income taxes of $8.4 million as for 2024. The difference is primarily related to fully reserving our deferred tax asset in the second quarter of 2024.
A comparison of the results of operations for the years ended December 31, 2024 and December 31, 2023 is omitted from this discussion. Such comparison was included in our Annual Report on Form 10-K filed with the SEC on March 28, 2025 in Item 7 of Part II thereof.
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LIQUIDITY AND CAPITAL RESOURCES
Cash flow used by operations was $7.1 million in 2025 due to a number of factors. Aside from the various reconciling items used in determining the overall use of cash, our net loss for the year was the predominant factor. We recognized approximately $6.0 million in other income from the TIA. Changes in working capital also impacted cash flows from operating activities. Accounts receivable increased by $451 thousand, inventories increased by $197 thousand, and accounts payable decreased by $1.0 million.
Cash flow from investing activities was $6.0 million in 2025 due primarily to the sale of $37.1 million in debt and equity securities.
Cash used by financing activities was $567 thousand for 2025. This was primarily due to repayments of long-term debt and payment of preferred stock dividends.
We have historically funded operations primarily from the proceeds from revenues, private placements, litigation settlements, and loans. We may fund operations going forward from revenues, cash reserves, and investments in trading securities should the need to access those funds arise.
The imposition of tariffs on our products will continue to have a material effect on our operating results and liquidity. Recent capital improvements and increases to our manufacturing workforce will also increase expenses in the near term as a result of the tariffs and our expected increase in domestic manufacturing. The conversion of existing equipment plus the purchase of additional molds to produce 0.5 mL syringes which have never been produced domestically cost approximately $1 million in 2025. Those products accounted for roughly 11% of our overall domestic unit sales and 10.1% of our domestic syringe unit sales in 2025.
Margins
The mix of domestic and international sales, along with product mix, affects the average sales price of our products. Generally, the higher the ratio of domestic sales to international sales, the higher the average sales price will be. Additionally, product mix plays a role, with syringe sales typically having higher average selling prices and gross profit margins than our other product lines. Some international sales of our products are shipped directly from China to the customer. The number of units produced by us versus manufactured in China can have a significant effect on the carrying costs of Inventory as well as Cost of sales. Generally, an overall increase in units sold can positively affect our margins. The cost of raw materials used in manufacturing, transportation costs, and the impact of tariffs can also significantly affect our margins.
Our margins have experienced significant fluctuations over the past two years. Most recently, our margins have faced negative pressure from numerous factors. The tariffs enacted in 2024-2026 have had a direct negative impact on products we import from China to date. In reaction to the tariffs, we have acted to increase our domestic production and reduce, to the extent possible, our reliance on imports. While we believe these efforts will enable us to avoid some of the impact of the tariffs, we will be forced to import the products we are unable to produce in the U.S. As we work to increase our domestic production and achieve manufacturing efficiencies, we expect to incur higher manufacturing costs in the near term but will continue to work to minimize our reliance on imported products.
Cash Requirements
We believe we will have adequate means to meet our short-term needs to fund operations for at least 12 months from the date of issuance of the financial statements. Besides cash reserves, we also have access to our investments which may be liquidated in the event that we need to access the funds for operations. Expected short-term uses of cash include payroll and benefits, royalty expense, inventory purchases, tariffs, contractual obligations, payment of income taxes, quarterly preferred stock dividends, and other operational priorities. Our year-end liabilities are detailed in our financial statements, including Notes 7, 8 and 9 to the financial statements. We believe we will have adequate means to meet our currently foreseeable long-term liquidity needs, although the tariffs and our costs related to an increase in domestic manufacturing will increase our expenses materially. For the next 1-3 years, we believe our liquidity will decline
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materially, but we expect that we may be able to satisfy our long-term cash requirements using a combination of cash and liquidation of our investments. If cash needs cannot be met using existing cash and investments, management would reduce operational costs, similar to reductions in administrative support in the second quarter of 2025. In the event that the foregoing is insufficient, we may liquidate certain assets.
Capital Resources
As of December 31, 2025, there were no commitments for material capital expenditures.
CRITICAL ACCOUNTING ESTIMATES
We are responsible for developing estimates for amounts reported as assets and liabilities, and revenues and expenses in conformity with U.S. generally accepted accounting principles (“GAAP”). Those estimates require that we develop assumptions of future events based on past experience and expectations of economic factors. Among the more critical estimates management makes is the estimate for customer rebates. The amount reported as a contractual allowance for rebates involves examination of past historical trends related to our sales to distributors and the related credits issued once our distributors have satisfied their contractual obligations. The estimate includes consideration of historical redemption rates, discount rates, and a combination of estimated distributor inventories based on tracking information provided by the distributors or if known, inventory turnover rates. The establishment of a liability for future claims of rebates against sales in the current period requires that we have an understanding of the relevant sales with respect to product categories, sales distribution channels, and the likelihood of contractual obligations being satisfied. We examine the results of estimates against actual results historically and use the determination to further develop our basis for assumptions in future periods, as well as the accuracy of past estimates. Based on distributors’ purchasing and claiming rebates practices, we do not expect significant changes to the current inputs and assumption used in the estimate calculations. While we believe that we have sufficient historical data, and a firm basis for establishing reserves for contractual obligations, there is an inherent risk that our estimates and the underlying assumptions may not reflect actual future results. In the event that these estimates and/or assumptions are incorrect, adjustments to our reserves may have a material impact on future results. As of December 31, 2025, we estimate that the total potential future credits to be issued as a result of prior purchases which have not yet been claimed is $2.4 million.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
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Item 8. Financial Statements and Supplementary Data.
RETRACTABLE TECHNOLOGIES, INC.
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2025 and 2024
F-1
RETRACTABLE TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm ( |
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Statements of Operations for the years ended December 31, 2025, 2024, and 2023 |
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Financial Statement Schedule: |
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F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Retractable Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Retractable Technologies, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Rebates
As described in Note 2 to the financial statements, the Company’s estimated contractual pricing allowances for rebates at December 31, 2025 is $2.4 million. The Company recognizes revenue when it has satisfied all performance obligations to the customer. Under certain contracts, revenue is recorded on the basis of sales price to distributors, less contractual pricing allowances. Contractual pricing allowances consist of: (i) rebates granted to distributors who provide tracking reports, which show, among other things, the facility that purchased the products, and (ii) a provision for estimated contractual pricing allowances for products for which the Company has not received tracking reports. Once rebates are issued, they are applied against the customer’s receivable balance. The amount reported as a contractual allowance for rebates involves
F-3
examination of historical trends related to sales to the Company’s customers and the related credits issued once contractual obligations of the customers have been met. The establishment of a contractual pricing allowance for rebates requires that the Company has an understanding of the relevant sales with respect to product categories, sales distribution channels, and the likelihood of contractual obligations being satisfied.
We identified management’s estimates of contractual pricing allowances for rebates as a critical audit matter. Auditing the estimated contractual pricing allowances at period end involved significant audit effort, as well as especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures related to the matter included the following, among others:
| ● | Testing management’s process for determining the estimates of contractual pricing allowances for rebates by performing the following procedures: |
| o | Obtaining an understanding and evaluating the methodology used by management to develop its estimate. |
| o | Testing management’s analysis for clerical accuracy. |
| o | Testing the completeness, accuracy, and reliability of underlying data used by management in the estimate. |
| o | Evaluating the reasonableness of significant assumptions used by management. |
| ● | Analytically comparing the recorded balance to a predicted balance based on historical information and trends. |
| ● | Evaluating rebate activity occurring after the period. |
/s/ Baker Tilly US, LLP
Dallas, Texas
March 27, 2026
We have served as the Company’s auditor since 2016.
F-4
RETRACTABLE TECHNOLOGIES, INC.
BALANCE SHEETS
| | December 31, 2025 | | December 31, 2024 | ||
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
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Investments in debt and equity securities, at fair value | | | | | | |
Inventories | |
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Income taxes receivable | | | | | | |
Other current assets | |
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Total current assets | |
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Property, plant, and equipment, net | |
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Other assets | |
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Total assets | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | | | $ | |
Current portion of long-term debt | |
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Accrued compensation | |
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Dividends payable | |
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Accrued royalties to shareholder | |
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Other accrued liabilities | |
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Income taxes payable | |
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Total current liabilities | |
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Other long-term liabilities - TIA | | | | | | |
Long-term debt, net of current maturities | |
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Total liabilities | |
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Stockholders’ equity: | | | | | | |
Preferred stock, $ | | | | | | |
Class B; authorized: | | | | | | |
Series II, Class B convertible; | |
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Series III, Class B convertible; | |
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Common Stock, | |
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Additional paid-in capital | |
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Retained earnings | |
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Common stock in treasury – at cost ( | | | ( | | | ( |
Total stockholders’ equity | |
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Total liabilities and stockholders’ equity | | $ | | | $ | |
See accompanying notes to financial statements
F-5
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
| | Years Ended December 31, | |||||||
| | 2025 | | 2024 | | 2023 | |||
Sales, net | | $ | | | $ | | | $ | |
Cost of sales: | | | | | | | | | |
Cost of manufactured product | |
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| |
Royalty expense to shareholder | |
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Total cost of sales | |
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| |
Gross profit (loss) | |
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| ( | |
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Operating expenses: | | | | | | | | | |
Sales and marketing | |
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| |
Research and development | |
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General and administrative | |
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Impairment of assets | | | | | | — | | | — |
Total operating expenses | |
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| |
Loss from operations | |
| ( | |
| ( | |
| ( |
| | | | | | | | | |
Other income - TIA | | | | | | | | | |
Unrealized gain (loss) on debt and equity securities | | | ( | | | | | | ( |
Gain on trading debt and equity securities | | | | | | — | | | |
Litigation proceeds | | | | | | — | | | — |
Interest and other income | |
| | |
| | |
| |
Interest expense | |
| ( | |
| ( | |
| ( |
Net loss before income taxes | |
| ( | |
| ( | |
| ( |
Provision (benefit) for income taxes | |
| | |
| | |
| ( |
Net loss | |
| ( | |
| ( | |
| ( |
Preferred Stock dividend requirements | |
| ( | |
| ( | |
| ( |
Net loss applicable to common shareholders | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Basic loss per share | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Diluted loss per share | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | |
Basic | |
| | |
| | |
| |
Diluted | |
| | |
| | |
| |
See accompanying notes to financial statements
F-6
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| | Series II Class B | | Series III Class B | | Common | | Additional Paid- | | | | Treasury | | | | ||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | in Capital | | Retained Earnings | | Stock | | Total | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2022 | | | | | | | | | | | | | | | — | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redemption | | — | | | — | | ( | | | ( | | — | | | — | | | ( | | | — | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2023 | | | | | | | | | | | | | | | — | | | | | | | | | ( | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2024 | | | | $ | | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2025 | | | | $ | | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | ( | | $ | |
See accompanying notes to financial statements
F-7
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
| | | Years Ended December 31, | |||||||
| | | | | | | | | | |
| | | 2025 | | 2024 | | 2023 | |||
Cash flows from operating activities | | | | | | | | | | |
Net loss | | | $ | ( | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash from (used in) operating activities: | | | | | | | | | | |
Depreciation and amortization | | |
| | |
| | |
| |
Net unrealized loss (gain) on investments | | | | | | | ( | | | |
Realized loss on investments | | | | ( | | | — | | | ( |
Impairment of assets | | | | | | | — | | | — |
Accreted interest | | | | — | | | — | | | |
Bond amortization | | | | ( | | | ( | | | ( |
Deferred taxes | | | | — | | | | | | ( |
Provision for credit losses | | |
| | |
| | |
| |
Inventory obsolescence adjustment | | | | | | | — | | | |
Other income - TIA | | | | ( | | | ( | | | ( |
(Increase) decrease in operating assets: | | | | | | | | | | |
Accounts receivable | | |
| ( | |
| | |
| ( |
Inventories | | |
| ( | |
| ( | |
| |
Other current assets | | |
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| |
Income taxes receivable | | | | | | | | | | |
Other assets | | | | ( | | | | | | |
Increase (decrease) in operating liabilities: | | | | | | | | | | |
Accounts payable | | |
| | |
| ( | |
| ( |
Accrued liabilities | | |
| ( | |
| ( | |
| |
Income taxes payable | | |
| | |
| ( | |
| ( |
Net cash (used in) from operating activities | | |
| ( | |
| ( | |
| |
| | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | |
Principal payments on finance lease obligation | | | | ( | | | — | | | — |
Purchase of property, plant, and equipment | | |
| ( | |
| ( | |
| ( |
Purchase of debt and equity securities | | | | ( | | | ( | | | ( |
Proceeds from the sales of debt and equity securities | | | | | | | | | | |
Net cash from (used in) investing activities | | |
| | |
| | |
| ( |
| | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | |
Repayments of long-term debt | | |
| ( | |
| ( | |
| ( |
Proceeds from Technology Investment Agreement (TIA) | | | | — | | | — | | | |
Payment of preferred stock repurchase payable | | | | — | | | — | | | ( |
Payment of preferred stock dividends | | |
| ( | |
| ( | |
| ( |
Redemption of preferred stock | | | | — | | | — | | | ( |
Net cash from (used in) financing activities | | |
| ( | |
| ( | |
| |
| | | | | | | | | | |
Net decrease in cash and cash equivalents | | |
| ( | |
| ( | |
| ( |
Cash and cash equivalents at: | | | | | | | | | | |
Beginning of period | | |
| | |
| | |
| |
End of period | | | $ | | | $ | | | $ | |
| | | | | | | | | | |
Supplemental schedule of cash flow information: | | | | | | | | | | |
Interest paid | | | $ | | $ | | $ | | ||
| | | | | | | | | | |
Supplemental schedule of noncash investing and financing activities: | | | | | | | | | | |
Preferred dividends declared, not paid | | | $ | | | $ | | | $ | |
Redemption price payable | | | $ | — | | $ | | | $ | |
Lease liabilities arising from obtaining right-of-use asset | | | $ | | | $ | — | | $ | — |
See accompanying notes to financial statements
F-8
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS OF THE COMPANY AND BASIS OF PRESENTATION
Business of the Company
Retractable Technologies, Inc. (the “Company”) was incorporated in Texas on May 9, 1994, and designs, develops, manufactures, and markets safety syringes and other safety medical products for the healthcare profession. The Company began to develop its manufacturing operations in 1995. The Company’s manufacturing and administrative facilities are located in Little Elm, Texas. The Company’s products are the VanishPoint® 0.5mL insulin syringe; 1mL tuberculin, insulin, and allergy antigen syringes; 0.5mL, 1mL, 2mL, 3mL, 5mL, and 10mL syringes; the small diameter tube adapter; the blood collection tube holder; the EasyPoint® blood collection tube holder with needle; the allergy tray; the IV safety catheter; the Patient Safe® syringes; the Patient Safe® Luer Cap; the VanishPoint® Blood Collection Set; and the EasyPoint® needle, as well as a standard 3mL syringe packaged with an EasyPoint® needle. The Company also sells VanishPoint® autodisable syringes in the international market in addition to the Company’s other products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The amount reported as a contractual allowance for rebates involves examination of past historical trends related to sales to customers and the related credits issued once contractual obligations of the customers have been met. The establishment of a liability for future claims of rebates against sales in the current period requires that the Company has an understanding of the relevant sales with respect to product categories, sales distribution channels, and the likelihood of contractual obligations being satisfied.
Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash, money market accounts, and investments with original maturities of three months or less.
Accounts receivable
The Company records trade receivables when revenue is recognized.
The Company requires certain customers to make a prepayment prior to beginning production or shipment of their order. Customers may apply such prepayments to their outstanding invoices or pay the invoice and continue to carry forward the deposit for future orders. Such amounts are included in Other accrued liabilities on the Balance Sheets and are shown in Note 7, Other Accrued Liabilities.
F-9
The Company records an allowance for estimated returns as a reduction to Accounts receivable and Gross sales. Historically, returns have been insignificant.
Inventories
Inventories are valued at the lower of cost or net realizable value, with cost being determined using actual average cost. The Company compares the average cost to the net realizable value and records the lower value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
Management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of inventory, and current market conditions when determining excess or obsolete inventories. Once inventory items are deemed to be either excess or obsolete, they are written down to their net realizable value. For the year ended December 31, 2025, the Company recorded inventory write-downs of approximately $
Investments in debt and equity securities
In the periods presented, the Company held mutual funds, debt, and equity securities as investments. These assets were held as trading securities and are carried at fair value as of the date of the Balance Sheets. Net unrealized and realized gains or losses on these investments are reflected separately on the Statements of Operations. Realized gains or losses on investments are recognized using the specific identification method.
Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred. Cost includes major expenditures for improvements and replacements which extend useful lives or increase capacity and interest costs associated with significant capital additions. Gains or losses from disposals are included in Interest and other income.
The Company's property, plant, and equipment primarily consists of buildings, land, assembly equipment, molding machines, molds, office equipment, furniture, and fixtures. Depreciation and amortization are calculated using the straight-line method over the following useful lives:
Production equipment | | |
Office furniture and equipment |
| |
Buildings |
| 39 years |
Building improvements |
|
Long-lived assets
The Company assesses the recoverability of long-lived assets when indicators of impairments are present using an assessment of the estimated undiscounted future cash flows related to such assets. In the event that assets are found to be carried at amounts which are in excess of estimated gross future cash flows, the assets will be adjusted for impairment to a level commensurate with fair value determined using a discounted cash flow analysis or appraised values of the underlying assets.
During 2025, the Company recognized an impairment charge of $
F-10
Fair value measurements
For assets and liabilities that are measured using quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, adjusted for contract restrictions and other terms specific to that asset or liability. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets or liabilities in active markets. For all remaining assets and liabilities, fair value is derived using a fair value model, such as a discounted cash flow model or Black-Scholes model.
Financial instruments
The Company estimates the fair value of financial instruments through the use of public market prices, quotes from financial institutions, and other available information. Judgment is required in interpreting data to develop estimates of fair value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange. Short-term financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on Management’s estimates, equals their recorded values. Investments in debt and equity securities have consisted primarily of individual equity securities and mutual funds and are reported at their fair value based upon quoted prices in active markets. The fair value of long-term liabilities, based on Management’s estimates, approximates their reported values.
Concentration risks
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash, cash equivalents, certificates of deposit, exchange-traded and closed-end funds, mutual funds, equity securities, and/or accounts receivable. Cash balances, some of which exceed federally insured limits, are maintained in financial institutions; however, Management believes the institutions are of high credit quality. The majority of accounts receivable are due from companies that are well-established entities. The Company assesses market risk in equity securities through consultation with its outside investment advisors. Management is responsible for directing investment activity based on current economic conditions. Management considers any exposure from concentrations of credit risks to be limited.
The following table reflects the Company’s significant customers in 2025, 2024, and 2023:
| | | Years Ended December 31, |
| |||||||
| | | 2025 | | 2024 | | 2023 |
| |||
Number of significant customers |
|
| | | |
| | | |||
Aggregate dollar amount of net sales to significant customers | | | $ | | $ | | $ | | |||
Percentage of net sales to significant customers | | | | % | | % | | % | |||
The Company manufactures some of its products in Little Elm, Texas, as well as utilizing manufacturers in China. The Company obtained roughly
On September 13, 2024, the Office of the U.S. Trade Representative (“USTR”) revealed final adjustments to increase tariffs on certain goods imported from China under Section 301 (“Section 301”) of the Trade Act of 1974 (“Trade Act”). Among those products included were syringes and needles, at a rate of 100%. Beginning in early 2025 and
F-11
throughout much of the year, additional widespread tariffs were imposed on most products imported into the U.S. citing authority under the International Emergency Economic Powers Act (“IEEPA”). Those tariffs were in addition to the Section 301 tariffs which existed at the time. Throughout 2025, the prevailing tariff rates on various products and certain countries of origin, including many of the Company’s products, fluctuated greatly. These fluctuations negatively impacted the Company’s ability to predict the cost of importing certain goods or groups of goods and negatively impacted the Company’s business. In February 2026, the U.S. Supreme Court ruled that the President’s use of IEEPA to impose reciprocal tariffs exceeded his authority and that the IEEPA tariffs must be vacated. Looking forward after the Supreme Court’s ruling, the 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Additionally, following the Supreme Court’s ruling on the tariffs imposed under IEEPA, effective February 20, 2026 a 10% ad valorem duty went into effect under Section 122 of the Trade Act, which is in addition to the above-mentioned Section 301 tariffs.
As of March 9, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 120%. Other products the Company imports from China, which do not fall under the category of needles and syringes, are subject to a 20% tariff rate. As foreign trade policy continues to evolve, including the impact of the Supreme Court’s ruling, uncertainty as to future tariff rates and affected products remains. Tariffs are expected to have a continuing material impact on the Company’s ability to source finished goods and certain raw materials and component parts, and to its results of operations and financial position. The Company plans to continue working to lessen the financial impact of the tariffs through strategic ordering of products from Chinese suppliers and shifting a larger portion of manufacturing of 1mL, 3mL, and EasyPoint® needles to its domestic manufacturing facility.
Revenue recognition
The Company recognizes revenue when control of performance obligations passes to the customer, generally when the product ships. Payments from customers with approved credit terms are typically due 30 days from the invoice date. Under certain contracts, revenue is recorded on the basis of sales price to distributors, less contractual pricing allowances. Contractual pricing allowances consist of: (i) rebates granted to distributors who provide tracking reports which show, among other things, the facility that purchased the products, and (ii) a provision for estimated contractual pricing allowances for products for which the Company has not received tracking reports. When rebates are issued, they are applied against the customer’s receivable balance. Distributors receive a rebate for the difference between the Wholesale Acquisition Cost and the appropriate contract price as reflected on a tracking report provided by the distributor to the Company. If product is sold by a distributor to an entity that has no contract, there is a standard rebate (lower than a contracted rebate) given to the distributor. One of the purposes of the rebate is to encourage distributors to submit tracking reports to the Company. The provision for contractual pricing allowances is recognized in the period the related sales are recognized and is reviewed at the end of each quarter and adjusted for changes in levels of products for which there is no tracking report. Additionally, if it becomes clear that tracking reports will not be provided by individual distributors, the provision is further adjusted. The estimated contractual allowance is included in Accounts payable in the Balance Sheets and deducted from Revenues in the Statements of Operations. Accounts payable included estimated contractual allowances for $
The Company provides product warranties that: i) the products are fit for medical use as generally defined within the boundaries of United States FDA approval; ii) the products are not defective; and iii) the products will conform to the descriptions set forth in their respective labeling, provided that they are used in accordance with such labeling and the Company’s written directions for use. The Company has historically not incurred significant warranty claims.
The Company’s domestic return policy provides that a customer may return incorrect shipments within
F-12
The Company’s domestic return policy also generally provides that a customer may return product that is overstocked. Overstocking returns are limited to
The Company’s international distribution agreements generally do not provide for any returns.
The Company periodically recognizes revenue from licensing agreements of its intellectual property. Such licensing agreements provide the licensee with right to use the Company’s intellectual property. The Company accounts for revenue generated under these licensing agreements in accordance with ASC 606. A license may be perpetual or time limited in its application. The Company has concluded that its licensing agreement is distinct as the customer can benefit from the license on their own. In accordance with ASC 606, the licensing agreement is considered functional as it is without professional services, updates and technical support. The Company has determined that the current licensing agreement is sales-based or usage-based as defined in ASC 606. In accordance with ASC 606, the Company recognizes revenue from sales-based or usage-based license at the later of a) subsequent sale or usage occurrence or b) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). The Company recognized
Disaggregated information of revenue recognized from contracts with customers and licensing fees recognized are as follows:
| | For the year ended December 31, 2025: | |||||||||||||
| | | | | Blood | | | | | | | | Total | ||
| | | | | Collection | | EasyPoint® | | Other | | Product | ||||
Geographic Segment | | Syringes | | Products | | Needles | | Products | | Sales | |||||
U.S. sales | | $ | | | | | | | | | | | | $ | |
North and South America sales (excluding U.S.) | |
| | | | — | | | | | | — | | | |
Other international sales | |
| | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | | | $ | |
| | For the year ended December 31, 2024: | |||||||||||||
| | | | | Blood | | | | | | | | Total | ||
| | | | | Collection | | EasyPoint® | | Other | | Product | ||||
Geographic Segment | | Syringes | | Products | | Needles | | Products | | Sales | |||||
U.S. sales | | $ | | | | | | | | | | | | $ | |
North and South America sales (excluding U.S.) | |
| | | | | | | | | | | |
| |
Other international sales | |
| | | | | | | | | | | |
| |
Total | | $ | | | $ | | | $ | | | $ | | | $ | |
F-13
| | For the year ended December 31, 2023: | |||||||||||||
| | | | | Blood | | | | | | | | | ||
| | | | | Collection | | EasyPoint® | | Other | | Total | ||||
Geographic Segment | | Syringes | | Products | | Needles | | Products | | Revenue | |||||
U.S. sales (excluding U.S. government) | | $ | | | | | | | | | | | | $ | |
North and South America sales (excluding U.S.) | | | | | | — | | | — | | | | |
| |
Other international sales | | | | | | | | | | | | | |
| |
Total | | $ | | | $ | | | $ | | | $ | | | $ | |
Income taxes
The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in the financial statements based on whether it is “more-likely-than-not” that a tax position will be sustained based upon the technical merits of the position. Measurement of the tax position is based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
The Company provides for deferred income taxes through utilizing an asset and liability approach for financial accounting and reporting based on the tax effects of differences between the financial statement and tax bases of assets and liabilities, based on enacted rates expected to be in effect when such differences reverse in future periods. Deferred tax assets are periodically reviewed for realizability.
As of December 31, 2025, Management concluded that an $
Earnings per share
The Company computes basic earnings per share (“EPS”) by dividing net earnings for the period (adjusted for any cumulative dividends for the period) by the weighted average number of common shares outstanding during the period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect, if any, of the common stock deliverable pursuant to stock options and/or common stock issuable upon the conversion of convertible preferred stock.
The calculation of diluted EPS under the treasury stock method included the following shares in 2025, 2024, and 2023:
| | Years Ended December 31, | ||||
| | 2025 | | 2024 | | 2023 |
Common stock underlying issued and outstanding stock options | | — | | — | | |
| | — | | — | | |
Preferred stock was excluded from the calculation of diluted EPS because the effect was antidilutive.
F-14
The potential dilution, if any, is shown on the following schedule:
| | | Years Ended December 31, | |||||||
| | | 2025 | | 2024 | | 2023 | |||
Net loss | | | $ | ( | | $ | ( | | $ | ( |
Preferred stock dividend requirements | | |
| ( | |
| ( | |
| ( |
Loss applicable to common shareholders | | | $ | ( | | $ | ( | | $ | ( |
Average common shares outstanding | | |
| | |
| | |
| |
Average common and common equivalent shares outstanding — diluted | | |
| | |
| | |
| |
Basic loss per share | | | $ | ( | | $ | ( | | $ | ( |
Diluted loss per share | | | $ | ( | | $ | ( | | $ | ( |
Shipping and handling costs
The Company classifies shipping and handling costs as part of Cost of sales in the Statements of Operations.
Share-based Compensation
The Company’s share-based payments are accounted for using the Black-Scholes fair value method. The Company generally records share-based compensation expense on a straight-line basis over the requisite service period. The Company records forfeitures as they occur.
Self-insured employee benefit costs
The Company self-insures certain health insurance benefits for its employees under certain policy limits. The Company has additional coverage provided by an insurance company for any individual with claims in excess of $
Research and development costs
Research and development costs are expensed as incurred.
Leases
The Company determines if an arrangement is a lease at inception. Operating and finance leases are included in Other assets, Other accrued liabilities, and Other long-term liabilities on the Balance Sheets. Right of use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the incremental borrowing rate based on information available at the commencement date was used in determining the present value of lease payments.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the Balance Sheets; however, rent expense is recognized on a straight-line basis over the lease term.
Finance leases that transfer substantially all the risks and rewards of ownership are amortized over the shorter of the lease term or the useful life of the underlying asset. Lease payments for finance leases are allocated between interest expense on the lease liability and reduction of the lease liability using the effective interest method. The present value of lease payments is determined using the lease’s implicit rate, if it is determinable, otherwise, the Company uses its incremental borrowing rate at lease commencement.
F-15
Technology Investment Agreement (TIA)
Effective July 1, 2020, the Company entered into a Technology Investment Agreement (“TIA”) with the United States Government Department of Defense, U.S. Army Contracting Command-Aberdeen Proving Ground, Natick Contracting Division & Edgewood Contracting Division (ACC-APG, NCD & ECD) on behalf of the Biomedical Advanced Research and Development Authority (BARDA), as amended, for $
As reimbursements were received from the U.S. government for expenditures under the TIA, the Company recorded a deferred liability. In 2021, the deferred liability began to be systematically amortized as a gain over the life of the related property, plant, and equipment and is presented as Other income – TIA on the Statements of Operations. For any reimbursements received for expenditures not capitalized as property, plant, and equipment, Other income – TIA was recognized in the same period as the expense.
Recently Adopted Pronouncements
In December of 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance improves transparency of income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. For all other entities, it is effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. Prospective application is required, with retrospective application permitted. The Company adopted ASU 2023-09 for the fiscal year beginning January 1, 2025 on a prospective basis. The adoption did not have a material impact on Company’s financial statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”, which amends the Codification to remove references to various concepts statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal periods beginning after December 15, 2024. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after December 15, 2025. Early adoption is permitted for all entities for any fiscal year or interim period for which financial statements have not yet been issued or made available for issuance. The Company adopted ASU 2024-02 as of January 1, 2025 with no impact on the Company’s financial statements.
Recently Issued Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This update enhances the requirements for public companies to provide more detailed and structured disclosures of their expenses, aiming to improve transparency in financial reporting. The new guidance is effective for fiscal reporting periods beginning after December 15, 2026, and for interim periods starting after December 15, 2027. Early adoption is permitted for fiscal financial statements that have not yet been issued or made available for issuance. Companies can choose to apply the amendment either prospectively to periods beginning after the effective date or retrospectively to prior periods presented in their financial statements. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its financial statements. Refer to Note 18 - Segment Information for required disclosures.
F-16
In December 2025, the Financial Accounting Standards Board issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update is intended to clarify and improve the guidance within Topic 270, including the form and content of interim financial statements and related disclosure requirements. The update also emphasizes the need to disclose material events and changes in circumstances occurring since the end of the most recent annual reporting period. The guidance is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the potential impact this guidance may have on its financial statements and disclosures.
In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2025-12, Codification Improvements. This update includes various technical corrections, clarifications, and other minor improvements intended to enhance the consistency and usability of the FASB Accounting Standards Codification. The amendments affect multiple topics within the Codification but are not expected to significantly change existing accounting conclusions. The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-12 may have on its financial statements and related disclosures.
3. INVENTORIES
Inventories consist of the following:
| | December 31, 2025 | | December 31, 2024 | ||
Raw materials | | $ | | | $ | |
Finished goods | | | | | | |
| | $ | | | $ | |
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820, “Fair Value Measurements”, defines fair value, establishes a framework for measuring fair value and requires additional disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier hierarchy for measuring fair value, as follows:
| ● | Level 1 – quoted market prices in active markets for identical assets and liabilities |
| ● | Level 2 – inputs other than quoted prices that are directly or indirectly observable |
| ● | Level 3 - unobservable inputs where there is little or no market activity |
The Company considers any potential impairment of property, plant, and equipment, including construction in progress, to be a Level 3 fair value measurement.
The following tables summarize the values of assets designated as Investments in debt and equity securities:
| | December 31, 2025 | ||||||||||
| | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Mutual funds | | $ | | | $ | — | | $ | — | | $ | |
Municipal bonds | | | | | | — | | | — | | | |
| | $ | | | $ | — | | $ | — | | $ | |
| | December 31, 2024 | ||||||||||
| | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Equity securities | | $ | | | $ | — | | $ | — | | $ | |
Mutual funds | | | | | | — | | | — | | | |
Municipal bonds | |
| | | | — | | | — | | | |
| | $ | | | $ | — | | $ | — | | $ | |
The investment assets are held as trading securities and are carried at fair value as of the date of the Balance Sheets.
F-17
The Company intends to hold these assets for possible future operating requirements.
The following table summarizes gross unrealized gains and losses from Investments in debt and equity securities:
| | December 31, 2025 | ||||||||||
| | | | | Cumulative Unrealized | | Aggregate | |||||
| | Cost | | Gains | | Losses | | Fair Value | ||||
Mutual funds | | $ | | | $ | | | $ | — | | $ | |
Municipal bonds | | | | | | | | | — | | | |
| | $ | | | $ | | | $ | — | | $ | |
| | December 31, 2024 | ||||||||||
| | | | | Cumulative Unrealized | | Aggregate | |||||
| | Cost | | Gains | | Losses | | Fair Value | ||||
Equity securities | | $ | | | $ | | | $ | — | | $ | |
Mutual funds | | | | | | | | | — | | | |
Municipal bonds | |
| | | | | | | — | | | |
| | $ | | | $ | | | $ | — | | $ | |
Unrealized losses on investments were $
5. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consist of the following:
| | December 31, | ||||
| | 2025 | | 2024 | ||
| | | | | | |
Land | | $ | | | $ | |
Buildings and building improvements | |
| | |
| |
Production equipment | |
| | |
| |
Office furniture and equipment | |
| | |
| |
Construction in progress | |
| | |
| |
| |
| | |
| |
Accumulated depreciation | |
| ( | |
| ( |
| | $ | | | $ | |
Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $
6. LICENSE AGREEMENT
In 1995, the Company entered into a license agreement with the Chief Executive Officer of the Company, Thomas J. Shaw, for the exclusive right to manufacture, market, and distribute products utilizing automated retraction technology, which agreement has been amended. This technology is the subject of various patents and patent applications owned by Mr. Shaw. The license agreement provides for quarterly payments of a
F-18
On November 16, 2021, the Company and Mr. Shaw entered into the Third Amendment to Technology License Agreement (the “Amendment”). The Amendment expands the scope of the Technology License Agreement and provides additional protection to the parties in the event of a Hostile Takeover, as defined by the Amendment. Under the Amendment, under certain conditions, Mr. Shaw is granted the unilateral right to terminate the Technology License Agreement or cancel or convert a license thereunder from exclusive to nonexclusive following a Hostile Takeover.
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
| | December 31, 2025 | | December 31, 2024 | ||
Prepayments from customers | | $ | | | $ | |
Accrued professional fees | | | | | | |
Current portion – preferred stock repurchase | |
| | |
| |
Other accrued expenses | |
| | |
| |
Total | | $ | | | $ | |
8. LEASES
During the year ended December 31,2025, the Company entered into a finance lease arrangement for servers. The lease has a term of
Finance lease cost for the year ended December 31, 2025 consisted of the following:
Amortization of finance lease ROU assets | $ | |
Interest on finance lease liabilities | | |
Total finance lease expense | $ |
Finance lease right of use assets and lease liabilities consisted of the following at December 31, 2025:
$ | ||
| ||
$ |
The finance lease right-to-use assets are included in Other assets, and finance lease liabilities are included in Other accrued liabilities (current) and Other long-term liabilities (non-current) on the Balance Sheets.
The weighted average remaining lease term at December 31, 2025 was
Future minimum finance lease payments as of December 31, 2025 are as follows:
2026 | $ | |
2027 | | |
2028 | | |
Total lease payments | | |
Less: imputed interest | ( | |
$ |
F-19
9. LONG-TERM DEBT
Long-term debt consists of the following:
| | December 31, | ||||
| | 2025 | | 2024 | ||
Loan from American First National Bank. Maturity date is April 10, 2028. The loan, in the original amount of $ | | $ | | | $ | |
| | | | | | |
Less: current portion | |
| ( | |
| ( |
| | $ | | | $ | |
The fair value of long-term liabilities, based on Management’s estimates, approximates their reported values.
The aggregate maturities of long-term debt as of December 31, 2025, are as follows:
2026 | | | |
2027 | | | |
2028 | | | |
| | $ | |
10. TECHNOLOGY INVESTMENT AGREEMENT
Effective July 1, 2020, the Company entered into the Technology Investment Agreement (TIA) with the U.S. government to expand the Company’s manufacturing capacity for hypodermic safety needles in response to the worldwide COVID-19 global pandemic. The award is an expenditure-type TIA, whereby the U.S. government has made payments to the Company for the Company’s expenditures for equipment and supplies related to the expansion. The Company’s contributions under the terms of the TIA include providing facilities, technical expertise, labor and maintenance for the TIA-funded equipment for a -year term. In May of 2021, the Company and the U.S. government amended the TIA agreement to include
The Company has received all equipment, has completed all property construction required by the TIA, and all reimbursement requests have been submitted. No further amounts for expansion under the TIA are expected to be submitted or collected.
At the request of the U.S. government, the TIA was transferred to a successor agreement, identified as Other Transaction Agreement in April 2023. Such agreement contains no additional requirements, and, for the purposes of this report, the agreement shall continue to be referred to herein as the “TIA”. The successor agreement governs ongoing terms established by the TIA until June 30, 2030, which includes maintenance of equipment, availability of capacity, and U.S. government preference in the event of a public health emergency.
Under the TIA, reimbursable amounts are reflected as Other long-term liabilities on the Balance Sheets until the time the deferred income can be systematically amortized over a period matching the useful life of the purchased assets. Other long-term liabilities from the TIA were $
F-20
11. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
| | For the Years Ended December 31, | |||||||
| | 2025 | | 2024 | | 2023 | |||
Current tax provision (benefit) | | | | | | | | | |
Federal | | $ | — | | $ | ( | | $ | |
State | |
| | |
| | |
| ( |
Total current provision (benefit) | |
| | |
| ( | |
| ( |
| | | | | | | | | |
Deferred tax provision (benefit) | | | | | | | | | |
Federal | |
| — | |
| | |
| ( |
State | |
| — | |
| | |
| ( |
Total deferred tax provision (benefit) | |
| — | |
| | |
| ( |
Total income tax provision | | $ | | | $ | | | $ | ( |
The Company uses the recognition and measurement provisions of the FASB ASC Topic 740, Income Taxes (“Topic 740”), to account for income taxes. The provisions of Topic 740 require a company to record a valuation allowance when the “more likely than not” criterion for realizing net deferred tax assets cannot be met. Furthermore, the weight given to the potential effect of such evidence should be commensurate with the extent to which it can be objectively verified. The Company reviewed the operating results, as well as all of the positive and negative evidence related to realization of such deferred tax assets, to evaluate the need for a valuation allowance. As of December 31, 2025, the Company concluded that a full $
As of December 31, 2025, the Company had federal net operating losses of $
Utilization of the federal net operating loss carry forwards and credits may be subject to a substantial annual limitation due to the ownership change limitations under Internal Revenue Code Section 382. State net operating losses and credits are subject to limitations under similar rules.
F-21
Deferred taxes are provided for those items reported in different periods for income tax and financial reporting purposes. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
| | December 31, | ||||
| | 2025 | | 2024 | ||
Deferred tax assets | | | | | | |
Net operating loss carry forwards | | $ | | | $ | |
Right of Use Lease Liability | | | | | | — |
Interest Expense Limitation | | | | | | — |
Charitable Contribution Carryover | | | | | | — |
Accrued expenses and reserves | |
| | |
| |
Employee stock option expense | |
| | |
| |
Inventories | |
| | |
| |
Deferred income – TIA contract | | | | | | |
Capital loss | | | | | | |
Deferred tax assets | |
| | |
| |
Deferred tax liabilities | | | | | | |
Unrealized gains/losses | | | ( | | | ( |
Right of Use Asset | | | ( | | | — |
Property, plant, and equipment | |
| ( | |
| ( |
Deferred tax liabilities | |
| ( | |
| ( |
Net deferred assets | |
| | |
| |
Valuation allowance | |
| ( | |
| ( |
Net deferred tax assets | | $ | | | $ | |
*Certain totals may not reconcile due to rounding.
Deferred income tax calculations reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss carry forwards, and are stated at the U.S. tax rate of
Under the Tax Cuts and Jobs Act, net operating losses incurred after December 31, 2017 can only offset 80% of taxable income. However, these net operating losses may be carried forward indefinitely instead of limited to twenty years under previous tax law. Carryback of these losses is no longer permitted.
The CARES Act temporarily removed the 80% of taxable income limitation to allow NOL carryforwards to fully offset income. For tax years beginning after 2021, the Company can take: (1) a 100% deduction of NOLs arising in tax years prior to 2018, and (2) a deduction limited to 80% of modified taxable income for NOLs arising in tax years after 2017.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, introducing significant changes to corporate income tax rates and deductions. For fiscal year 2025, the OBBBA did not have a material impact on the Company’s effective tax rate. The Company will continue to evaluate the future impact of the OBBBA for those provisions that are effective after fiscal year 2025.
The Company adopted ASU 2023-09 as of January 1, 2025. As a result, the Company enhanced its income tax disclosures, including additional disaggregation of effective tax rate reconciliation and income taxes paid.
F-22
A reconciliation of the federal statutory corporate tax rate to the Company’s effective tax rate is as follows:
| | | December 31, | | ||
| | | 2025 | | ||
U.S. statutory federal tax rate |
| $ | ( | | | % |
State tax, net of federal tax |
|
| | | ( | |
Valuation Allowance |
|
| | | ( | |
Nontaxable or Nondeductible Items | | | | | ( | |
Effective tax rate |
| $ | | | ( | % |
| | | December 31, | | ||
| | | 2024 | | 2023 |
|
U.S. statutory federal tax rate |
| | | % | | % |
State tax, net of federal tax |
| | ( | | |
|
Change in valuation allowance |
| | ( | | — |
|
Valuation Allowance |
| | — | | ( |
|
Section 162(m); Limit on Compensation | | | ( | | ( | |
Return-to-provision and deferred true up |
| | ( | | |
|
Effective tax rate |
| | ( | % | | % |
The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions. The Company’s federal income tax returns for all tax years ended on or after December 31, 2022 remain subject to examination by the Internal Revenue Service. The Company’s state and local income tax returns are subject to examination by the respective state and local authorities over various statutes of limitations, most ranging from to
Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 were as follows:
| | December 31, | |
| | 2025 | |
Federal | | $ | |
State: | |
| |
California | | | ( |
Other | | | |
Income taxes, net of amounts refunded | | $ | ( |
| | For the Years Ended December 31, | ||||
| | 2024 | | 2023 | ||
Income taxes, net of amounts refunded | | $ | — | | $ | ( |
12. DIVIDENDS
In June 2021, the Board of Directors approved payments to its Series II, Series III, and former Series IV and Series V Class B Preferred Shareholders in the cumulative amount of $
A payment of $
F-23
to Series III shareholders within one month of each quarter’s end. Series III preferred shareholders were paid a cash $
13. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue
The Company has
The Class B Series II and III stock had
Series II Class B Stock
There were
Series II Class B Stock is redeemable at the option of the Company at a price of $
Series III Class B Stock
There were
Series III Class B Stock is redeemable at the option of the Company at a price of $
Common stock
The Company is authorized to issue
F-24
14. TREASURY STOCK
The Company accounts for any purchased shares under the cost method as Common Stock Held in Treasury – at cost, which represents the cost of the shares and, if applicable, the cost of acquiring the shares through the Company’s broker.
15. RELATED PARTY TRANSACTIONS
The Company has a license agreement with the Chief Executive Officer of the Company. See Note 6.
16. STOCK OPTIONS
Stock options
Options for the purchase of
Options for the purchase of
The Compensation and Benefits Committee administers the Company’s stock option plans.
Stock option exercises
Director, officer, and employee options
A summary of Director, officer, and employee options granted and outstanding under the 2008 Stock Option Plan is presented below:
| | Years Ended December 31, | |||||||||||||
| | 2025 | | 2024 | | 2023 | |||||||||
| | | | Weighted | | | | Weighted | | | | Weighted | |||
| | | | Average | | | | Average | | | | Average | |||
| | | | Exercise | | | | Exercise | | | | Exercise | |||
| | Shares | | Price | | Shares | | Price | | Shares | | Price | |||
Outstanding at beginning of period |
| | | $ | |
| | | $ | |
| | | $ | |
Granted |
| — | | $ | — |
| — | | $ | — |
| — | | $ | — |
Exercised |
| — | | $ | — |
| — | | $ | — |
| — | | $ | — |
Forfeited |
| ( | | $ | |
| ( | | $ | |
| — | | $ | — |
| | | | | | | | | | | | | | | |
Outstanding at end of period |
| | | $ | |
| | | $ | |
| | | $ | |
| | | | | | | | | | | | | | | |
Exercisable at end of period |
| | | $ | |
| | | $ | |
| | | $ | |
The following table summarizes information about Director, officer, and employee options outstanding under the 2008 Stock Option Plan at December 31, 2025:
| | | | Weighted Average | | | |
Exercise Prices | | Shares Outstanding | | Remaining Contractual Life | | Shares Exercisable | |
$ |
| | | | |||
$ |
| | | | |||
F-25
Non-employee options
There were
Stock-based Compensation
Options Pricing Models – Assumptions
The expected life is based on the Company’s historical experience with option exercise trends. The assumptions for expected volatility are based on a calculation of volatility over the years preceding the grant date. Risk-free interest rates are set using grant-date U.S. Treasury yield curves. In its calculations, the Company assumed
17. 401(k) PLAN
The Company implemented an employee savings and retirement plan (the “401(k) Plan”) in 2005 that is intended to be a tax-qualified plan covering substantially all employees. The 401(k) Plan is available to all employees on the first day of the month after
18. BUSINESS SEGMENT
The Company operates in a reportable segment, referred to as safety medical syringes and other safety medical devices. The business is managed by the chief executive officer who is the Chief Operating Decision Maker (CODM). The CODM evaluates segment performance based on operating income (loss) for purposes of allocating resources and evaluating financial performance. The accounting policies of the Company’s single reportable segment are the same as those for the Company as a whole.
The following are summaries of the Company’s sales and long-lived assets by geography:
| | | | | | | | |||
| | | 2025 | | 2024 | | 2023 | |||
U.S. sales | | | $ | | | $ | | | $ | |
North and South America sales (excluding U.S.) | | |
| | |
| | |
| |
Other international sales | | |
| | |
| | |
| |
Total sales | | | $ | | | $ | | | $ | |
| | December 31, 2025 | | December 31, 2024 | | ||
Long-lived assets | | | | | | | |
U.S. | | $ | | | $ | | |
International | | | | | | | |
Total | | $ | | | $ | | |
Shipments to international customers generally require a prepayment either by wire transfer or an irrevocable confirmed letter of credit. The Company does extend credit to international customers on some occasions depending upon certain criteria, including, but not limited to, the credit worthiness of the customer, the stability of the country, banking restrictions, and the size of the order. All transactions are in U.S. currency.
F-26
19. PRIVATE EXCHANGES AND REDEMPTION
Effective November 2023, the Company entered into a privately negotiated transaction with a preferred shareholder to redeem
20. SUBSEQUENT EVENTS
In February 2026, the U.S. Supreme Court ruled that the President’s use of IEEPA to impose reciprocal tariffs exceeded his authority and that the IEEPA tariffs must be vacated. Looking forward after the Supreme Court’s ruling, the 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Additionally, following the Supreme Court’s ruling on the tariffs imposed under IEEPA, effective February 20, 2026 a 10% ad valorem duty went into effect under Section 122 of the Trade Act, which is in addition to the Section 301 tariffs.
F-27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were no reportable disagreements with accountants on accounting and financial disclosures. As reported on Form 8-K filed on June 6, 2025, our independent registered public accounting firm, Moss Adams LLP, merged with Baker Tilly US, LLP and the combined entities now operate under the name Baker Tilly US, LLP.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act"), Management, with the participation of our President, Chairman, and Chief Executive Officer, Thomas J. Shaw (the “CEO”), and our Vice President and Chief Financial Officer, John W. Fort III (the “CFO”), acting in their capacities as our principal executive and financial officers, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in our periodic reports is: i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's (the “SEC”) rules and forms; and ii) accumulated and communicated to our Management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based upon this evaluation, the CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective, as discussed below.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The term internal control over financial reporting means a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, Management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Management and Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Management used the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting as required by paragraph (c) of Rule 13a-15 under the Exchange Act. Based on that evaluation, Management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.
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.
Management identified the following material weaknesses in internal controls as of December 31, 2025:
| ● | The Company’s controls over the monthly close process and account reconciliations were not operating at a level of precision to prevent or detect misstatements in a timely manner. |
Our Management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
18
Remediation of the Material Weaknesses in Internal Control over Financial Reporting:
In light of the material weaknesses in internal control over financial reporting, Management intends to enhance its controls over the monthly close process and account reconciliations. These enhancements will include strengthening review procedures, increasing the level of precision applied in account analyses, and ensuring timely preparation and review of reconciliations by experienced members of the accounting team, including senior leadership.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter of 2025 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information in the sections “Proposal – The Election of Three Class 2 Directors” and “Corporate Governance” in the 2026 proxy statement is incorporated herein by reference.
Item 11. Executive Compensation.
The information in the section “Compensation” in the 2026 proxy statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information in the section “Security Ownership” in the 2026 proxy statement is incorporated herein by reference. See also Item 5 of Part II of this Annual Report for Equity Compensation Plan Information.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in the section “Corporate Governance” in the 2026 proxy statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information in the section “Accounting Matters” in the 2026 proxy statement is incorporated herein by reference.
19
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) All financial statements: See Retractable Technologies, Inc. Index to Financial Statements on Page F-2.
(2) Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below.
| | Balance at | | | | | | | | Balance at | ||
| | beginning of | | | | | | | | end of | ||
| | period | | Additions | | Deductions | | period | ||||
Provision for Credit Losses | | | | | | | | | | | | |
Fiscal year ended 2023 | | $ | | | $ | | | $ | | | $ | |
Fiscal year ended 2024 | | $ | | | $ | | | $ | | | $ | |
Fiscal year ended 2025 | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Deferred Tax Valuation | | | | | | | | | | | | |
Fiscal year ended 2023 | | $ | | | $ | — | | $ | — | | $ | |
Fiscal year ended 2024 | | $ | | | $ | | | $ | — | | $ | |
Fiscal year ended 2025 | | $ | | | $ | | | $ | — | | $ | |
| | Balance at | | | | | | | | Balance at | ||
| | beginning of | | | | | | | | end of | ||
| | period | | Additions | | Deductions | | period | ||||
Provision for Rebates | | | | | | (A) | | | (B) | | | (C) |
Fiscal year ended 2023 | | $ | | | $ | | | $ | | | $ | |
Fiscal year ended 2024 | | $ | | | $ | | | $ | | | $ | |
Fiscal year ended 2025 | | $ | | | $ | | | $ | | | $ | |
| (A) | Represents estimated rebates deducted from gross revenues. |
| (B) | Represents rebates credited to the distributor and charge offs against the allowance. |
| (C) | Includes $ |
(3) Exhibits:
The following exhibits are filed herewith or incorporated herein by reference to exhibits previously filed with the SEC.
(b) Exhibits
Exhibit | | Description of Document | |
|---|---|---|---|
3(i) |
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3(ii) |
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4(i) |
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4(vi) |
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10.1 |
| Employment Agreement between RTI and Thomas J. Shaw dated as of January 1, 2008(5) | |
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| |
20
Exhibit | | Description of Document | |
|---|---|---|---|
10.2 |
| Technology License Agreement between Thomas J. Shaw and RTI dated the 23rd day of June, 1995(6) | |
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10.3 |
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10.4 |
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10.5 | | ||
| | | |
10.6 |
| Retractable Technologies, Inc. First Amended 2008 Stock Option Plan(10) | |
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10.7 |
| Voting Agreement Between Thomas J. Shaw and Suzanne August dated November 8, 2006 (11) | |
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10.8 |
| Technology Investment Agreement between RTI and U.S. Department of Defense dated July 1, 2020(12) | |
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10.9 |
| ||
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14 |
| Retractable Technologies, Inc. Code of Business Conduct and Ethics(14) | |
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19 | | Retractable Technologies, Inc. Code of Business Conduct and Ethics(15) | |
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31.1 |
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31.2 |
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32 |
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97 | | ||
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101 |
| The following materials from this report, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of December 31, 2025 and 2024, (ii) the Statements of Operations for the years ended December 31, 2025, 2024, and 2023, (iii) the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023, (iv) the Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and (v) Notes to Financial Statements.(20) | |
| | | |
104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101). | |
(1)Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2021
(2)Incorporated herein by reference to RTI’s Form 8-K filed on May 13, 2010
(3)Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2021
(4)Incorporated herein by reference to RTI’s Form 10-K filed on March 30, 2023
(5)Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2008
(6)Incorporated herein by reference to RTI’s Registration Statement on Form 10-SB filed on June 23, 2000
(7)Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2009
(8)Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2012
(9)Incorporated herein by reference to RTI’s Form 8-K filed on November 18, 2021
(10)Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2014
(11)Incorporated herein by reference to RTI’s Schedule TO filed on October 17, 2008
(12)Incorporated herein by reference to RTI’s Form 10-Q filed on November 16, 2020
(13)Incorporated herein by reference to RTI’s Schedule 14A filed March 31, 2021
(14)Incorporated herein by reference to RTI’s Form 8-K filed on August 17, 2020
(15)Incorporated herein by reference to RTI’s Form 8-K filed on August 17, 2020
(16)Filed herewith
(17)Filed herewith
(18)Filed herewith
21
(19)Incorporated herein by reference to RTI’s Form 10-K filed on March 29, 2024
(20)Filed herewith
(c)Excluded Financial Statement Schedules: None
Item 16. Form 10-K Summary.
None.
22
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.
|
| RETRACTABLE TECHNOLOGIES, INC. |
|
| (Registrant) |
|
|
|
| By: | /s/ Thomas J. Shaw |
|
| THOMAS J. SHAW |
|
| CHAIRMAN, PRESIDENT, AND |
|
| CHIEF EXECUTIVE OFFICER |
|
|
|
|
| March 27, 2026 |
Pursuant to the requirements of the Securities 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.
| /s/ John W. Fort III |
| JOHN W. FORT III |
| VICE PRESIDENT, CHIEF FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER, TREASURER, AND DIRECTOR |
|
|
| March 27, 2026 |
|
|
| /s/ Amy Mack |
| AMY MACK |
| DIRECTOR |
|
|
| March 27, 2026 |
|
|
| /s/ Marco Laterza |
| MARCO LATERZA |
| DIRECTOR |
|
|
| March 27, 2026 |
|
|
| /s/ Walter O. Bigby, Jr. |
| WALTER O. BIGBY, JR. |
| DIRECTOR |
|
|
| March 27, 2026 |
|
|
| /s/ Darren E. Findley |
| DARREN E. FINDLEY |
| DIRECTOR |
|
|
| March 27, 2026 |
23
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Thomas J. Shaw, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Retractable Technologies, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| b) | Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 27, 2026 |
|
|
|
/s/ Thomas J. Shaw |
|
THOMAS J. SHAW |
|
PRESIDENT, CHAIRMAN, AND |
|
CHIEF EXECUTIVE OFFICER |
|
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, John W. Fort III, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Retractable Technologies, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| b) | Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 27, 2026 |
|
|
|
/s/ John W. Fort III |
|
JOHN W. FORT III |
|
VICE PRESIDENT, CHIEF FINANCIAL |
|
OFFICER AND PRINCIPAL |
|
ACCOUNTING OFFICER |
|
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Solely in connection with the filing of the Annual Report of Retractable Technologies, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2025, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Thomas J. Shaw, Chief Executive Officer, and John W. Fort III, Chief Financial Officer, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 27, 2026 | ||
| /s/ Thomas J. Shaw | |
| THOMAS J. SHAW | |
| PRESIDENT, CHAIRMAN, AND | |
| CHIEF EXECUTIVE OFFICER | |
| | |
| /s/ John W. Fort III | |
| JOHN W. FORT III | |
| VICE PRESIDENT, CHIEF FINANCIAL | |
| OFFICER, AND PRINCIPAL | |
| ACCOUNTING OFFICER | |