RVP 10-Q
Retractable Technologies Inc (RVP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission file number:
.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☑ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ◻ No ◻
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
RETRACTABLE TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2026
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |||||
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PART I—FINANCIAL INFORMATION
Item 1.Financial Statements.
RETRACTABLE TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
(unaudited)
| March 31, 2026 | | December 31, 2025 | |||
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 | $ | | $ | | ||
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 | | | ||||
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 |
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Series III, Class B |
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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 condensed unaudited financial statements
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RETRACTABLE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Three Months | Three Months | |||||||
| March 31, 2026 | | March 31, 2025 | | ||||
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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Operating expenses: | ||||||||
Sales and marketing |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income - TIA | | | ||||||
Unrealized gain (loss) on debt and equity securities | | ( | ||||||
Interest and other income |
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Interest expense |
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Net loss before income taxes |
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Provision for income taxes |
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Net loss |
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Preferred Stock dividend requirements |
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Net loss applicable to common shareholders | $ | ( | $ | ( | ||||
Basic loss per share | $ | ( | $ | ( | ||||
Diluted loss per share | $ | ( | $ | ( | ||||
Weighted average common shares outstanding: | ||||||||
Basic |
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Diluted |
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See accompanying notes to condensed unaudited financial statements
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RETRACTABLE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months | Three Months | ||||||
Ended | Ended | ||||||
| March 31, 2026 | | March 31, 2025 | ||||
Cash flows from operating activities | |||||||
Net loss | $ | ( | $ | ( | |||
Adjustments to reconcile net loss to net cash from (used in) operating activities: | |||||||
Depreciation and amortization |
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Net unrealized loss (gain) on investments | ( | | |||||
Deferred taxes | ( | ( | |||||
Inventory obsolescence adjustment | | — | |||||
Other income - TIA | ( | ( | |||||
(Increase) decrease in operating assets: | |||||||
Accounts receivable |
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Inventories |
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Other current assets |
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Income taxes receivable | — | | |||||
Other assets | | | |||||
Increase (decrease) in operating liabilities: | |||||||
Accounts payable |
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Accrued liabilities |
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Income taxes payable |
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Net cash used in operating activities |
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Cash flows from investing activities | |||||||
Principal payments on finance lease obligation | ( | — | |||||
Purchase of property, plant, and equipment |
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Purchase of debt and equity securities | ( | ( | |||||
Proceeds from the sales of debt and equity securities | | | |||||
Net cash from investing activities |
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Cash flows from financing activities | |||||||
Repayments of long-term debt |
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Payment of preferred stock dividends |
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Net cash used in financing activities |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at: | |||||||
Beginning of period |
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End of period | $ | | $ | | |||
Supplemental schedule of cash flow information: | |||||||
Interest paid | $ | | $ | | |||
Supplemental schedule of noncash investing and financing activities: | |||||||
Preferred dividends declared, not paid | $ | | $ | | |||
See accompanying notes to condensed unaudited financial statements
3
RETRACTABLE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited)
The following shows the changes in stockholders’ equity for the three-month period ended March 31, 2026:
| | | Series II | | Series III | | | | | | |||||||||||
Class B | Class B | Additional | Treasury | ||||||||||||||||||
Common | Preferred | Preferred | Paid-In | Retained | Stock – | ||||||||||||||||
Stock | Stock | Stock | Capital | Earnings | at cost | Total | |||||||||||||||
Balance at December 31, 2025 | $ | — | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
Dividends |
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Net Loss |
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Balance at March 31, 2026 | $ | — | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
The following shows the changes in stockholders’ equity for the three-month period ended March 31, 2025:
| | | Series II | | Series III | | | ||||||||||||||
Class B | Class B | Additional | | Treasury | | ||||||||||||||||
Common | Preferred | Preferred | Paid-In | Retained | Stock – | ||||||||||||||||
Stock | Stock | Stock | Capital | Earnings | at cost | Total | |||||||||||||||
Balance at December 31, 2024 | $ | — | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
Dividends |
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Net loss |
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Balance at March 31, 2025 | $ | — | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
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RETRACTABLE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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 blood collection tube holder; the EasyPoint® blood collection tube holder with needle; the small diameter tube adapter; 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.
Basis of presentation
The accompanying condensed financial statements are unaudited and, in the opinion of Management, reflect all adjustments that are necessary for a fair presentation of the financial position and results of operations for the periods presented. All such adjustments are of a normal and recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. The unaudited condensed financial statements should be read in conjunction with the financial statement disclosures contained in the Company’s audited financial statements incorporated into its Form 10-K filed on March 27, 2026 for the year ended December 31, 2025.
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.
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accounts that are doubtful of collection are included in the allowance. The Company considers historical experience, the current economic environment, customer credit ratings or bankruptcies, legal disputes, collections on past due amounts, pricing discrepancies, and reasonable and supportable forecasts to develop its allowance for credit losses. Management reviews these factors quarterly to determine if any adjustments are needed to the allowance. Trade receivables are charged off when there is certainty as to their being uncollectible. Trade receivables are considered delinquent when payment has not been made within contract terms. The allowance for credit losses was $
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 Condensed Balance Sheets and are shown in Note 6, Other Accrued Liabilities.
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 three months ended March 31, 2026, the Company recorded $
Investments in debt and equity securities
In the period 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 Condensed Balance Sheets. Net unrealized and realized gains or losses on these investments are reflected separately on the Condensed 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 |
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Buildings |
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Building improvements |
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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.
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 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. The majority of accounts receivable are due from companies which are well-established entities. Management considers any exposure from concentrations of credit risks to be limited.
The following table reflects the Company’s significant customers for the three-month periods ended March 31, 2026 and 2025:
Three Months Ended | Three Months Ended | ||||||||
| March 31, 2026 | | March 31, 2025 | ||||||
Number of significant customers |
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Aggregate dollar amount of net sales to significant customers | $ | | million | $ | | million | |||
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
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its 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, the Company may not be able to avoid a disruption in supply.
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%. Throughout much of 2025, 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. The prevailing tariff rates on various products and certain countries of origin, including many of the Company’s products, fluctuated greatly during 2025. 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. The 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Effective February 20, 2026, a 10% ad valorem duty went into effect under Section 122 of the Trade Act. This duty is in addition to the above-mentioned Section 301 tariffs.
As of May 1, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 110%. Other products the Company imports from China, which do not fall under the category of needles and syringes, are subject to a 10% 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 continue to manufacture 1mL, 3mL, and EasyPoint® needles in 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 Condensed Balance Sheets and deducted from Revenues in the Condensed 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.
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The Company’s domestic return policy provides that a customer may return incorrect shipments within
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 did not recognize any licensing fees for the three months ended March 31, 2026 and 2025. If the Company licenses its products for sale and the customers of the sublicensee are not known to the Company, the Company is obligated to pay Thomas J. Shaw, the owner of certain patented technology, fifty percent (
Disaggregated information of revenue recognized from contracts with customers and licensing fees recognized are as follows:
For the three months ended March 31, 2026: | |||||||||||||||
| | 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 |
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Total | $ | | $ | | $ | | $ | | $ | | |||||
For the three months ended March 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.) |
| | — | — | — |
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Other international sales |
| | — | | — |
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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.
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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 March 31, 2026, and December 31, 2025, the Company recorded valuation allowances of $
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. Stock options and preferred stock were excluded from the calculation of diluted EPS because the effect was antidilutive.
The potential dilution, if any, under the treasury stock method in the three month periods ending March 31, 2026 and 2025 is shown on the following schedule:
Three Months Ended | Three Months Ended | ||||||
| March 31, 2026 | | March 31, 2025 | ||||
Net loss | $ | ( | ( | ||||
Preferred stock dividend requirements |
| ( | ( | ||||
Loss applicable to common shareholders | $ | ( | ( | ||||
Average common shares outstanding |
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Average common and common equivalent shares outstanding — diluted |
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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 Condensed 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
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assets, Other accrued liabilities, and Other long-term liabilities on the Condensed 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 Condensed 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.
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 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.
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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.
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:
| March 31, 2026 | | December 31, 2025 | |||
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.
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The following tables summarize the values of assets designated as Investments in debt and equity securities:
March 31, 2026 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Equity securities | $ | | $ | — | $ | — | $ | | ||||
Mutual funds | $ | | $ | — | $ | — | $ | | ||||
Municipal bonds | | — | — | | ||||||||
$ | | $ | — | $ | — | $ | | |||||
December 31, 2025 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Mutual funds | | $ | — | $ | — | $ | | |||||
Municipal bonds |
| | — | — | | |||||||
$ | | $ | — | $ | — | $ | | |||||
The investment assets are held as trading securities and are carried at fair value as of the date of the Condensed Balance Sheets. 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:
March 31, 2026 | ||||||||||||
Cumulative Unrealized | Aggregate | |||||||||||
| Cost | | Gains | | Losses | | Fair Value | |||||
Equity securities | $ | 12,046,003 | $ | 221,343 | $ | — | $ | 12,267,346 | ||||
Mutual funds | $ | | $ | | $ | — | $ | | ||||
Municipal bonds | | | — | | ||||||||
$ | | $ | | $ | — | $ | | |||||
December 31, 2025 | ||||||||||||
Cumulative Unrealized | Aggregate | |||||||||||
| Cost | | Gains | | Losses | | Fair Value | |||||
Mutual funds | | $ | | — | | |||||||
Municipal bonds |
| | | — | | |||||||
$ | | $ | | $ | — | $ | | |||||
Unrealized gains (losses) on investments in debt and equity securities were $192 thousand and $(7.2) million for the three months ended March 31, 2026 and 2025, respectively.
5. INCOME TAXES
The Company’s effective tax rate on the net loss before income taxes was (
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.
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A reconciliation of the federal statutory corporate tax rate to the Company’s effective tax rate is as follows:
Three Months Ended | |||||
March 31, 2026 | |||||
U.S. statutory federal tax rate | $ | ( | | % | |
State tax, net of federal tax |
| | ( | ||
Valuation Allowance |
| | ( | ||
Nontaxable or Nondeductible Items | | ( | |||
Effective tax rate | $ | | ( | % | |
Three Months Ended | |||
| March 31, 2025 | ||
U.S. statutory federal tax rate |
| | % |
State tax, net of federal tax |
| ( | |
Change in valuation allowance |
| ( | |
Section 162(m); Limit on Compensation | ( | ||
Return-to-provision and deferred true up |
| — | |
Effective tax rate |
| ( | % |
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 a result of this review, as of March 31, 2026, the Company concluded that a $
The effective tax rate for the three months ended March 31, 2026 was different from the federal statutory rate due primarily to the increase of the valuation allowance on the Company’s deferred tax asset.
6. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
| March 31, 2026 | | December 31, 2025 | |||
Tariff refund overpayments received | $ | | $ | — | ||
Prepayments from customers | | | ||||
Accrued professional fees | | | ||||
Accrued property taxes | | — | ||||
Current portion -- operating lease liabilities | | | ||||
Current portion – preferred stock repurchase |
| |
| | ||
Other accrued expenses |
| |
| | ||
Total | $ | | $ | | ||
During 2024 and 2025, certain tariffs were incorrectly assessed on a portion of the Company’s imported finished goods. During 2025, the Company filed claims with U.S. Customs and Border Protection seeking corrections of those tariff assessments. During the three months ended March 31, 2026, the Company received approximately $
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7. LEASES
In 2025, the Company entered into a finance lease arrangement for servers. The lease has a term of
Finance lease cost for the three months ended March 31, 2026 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 March 31, 2026:
$ | ||
( | ||
$ |
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 Condensed Balance Sheets.
The weighted average remaining lease term at March 31, 2026 was
Future minimum finance lease payments as of March 31, 2026 are as follows:
Remainder of 2026 | $ | |
2027 | ||
2028 | ||
Total lease payments | ||
Less: imputed interest | ( | |
$ |
8. 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
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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 $
9. 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 our 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:
Three Months Ended | Three Months Ended | ||||||
| March 31, 2026 | | March 31, 2025 | ||||
U.S. sales | $ | | $ | | |||
North and South America sales (excluding U.S.) |
| |
| | |||
Other international sales |
| |
| | |||
Total sales | $ | | $ | | |||
Long-lived assets by geography are as follows:
| March 31, 2026 | | December 31, 2025 | ||||
Long-lived assets | |||||||
U.S. | $ | | $ | | |||
International | | | |||||
Total | $ | | $ | | |||
10. 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 $
For the first quarter of 2026 and all quarters of 2025, a payment of $
11. TREASURY STOCK
Treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the Company’s balance sheets.
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Of the
12. SUBSEQUENT EVENTS
In April 2026, the Company reduced its workforce by approximately
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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; oil prices; 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 any other factors referenced in our periodic reports filed with the SEC. Given these uncertainties, undue reliance should not be placed on forward-looking statements.
MATERIAL CHANGES IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We have been manufacturing and marketing our products since 1997. Syringes comprised 80.8% of our sales in the first quarter of 2026. EasyPoint® products accounted for 13.8% and other products, including our IV safety catheter and blood collection products, were 5.4% of our sales in the first quarter.
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.
We expect international sales of VanishPoint syringes and EasyPoint needles to increase in the second half of 2026 following the recent certification under the European Union Medical Device Regulation 2017/745 which is required for the sale of medical devices within the European Union.
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%. Throughout much of 2025, 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. The prevailing tariff rates on various products and certain countries of origin, including many of our products, fluctuated greatly during 2025. 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. The 2024 Section 301 tariff of 100% on syringes and needles from China remains unchanged. Effective February 20,
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2026, a 10% ad valorem duty went into effect under Section 122 of the Trade Act. This duty is in addition to the above-mentioned Section 301 tariffs.
As of May 1, 2026, the prevailing tariff rate on most syringe and needle products imported from China was 110%. Other products we import from China, which do not fall under the category of needles and syringes, are subject to a 10% 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 continuing to manufacture 1mL, 3mL, and EasyPoint® needles in our domestic manufacturing facility.
During 2024 and 2025, certain tariffs were incorrectly assessed on a portion of our imported finished goods. During 2025, we filed claims with U.S. Customs and Border Protection seeking corrections of those tariff assessments. During the three months ended March 31, 2026, we received approximately $137 thousand in tariff refunds related to these claims. In addition, we received approximately $467 thousand, including interest, in tariff refunds that were processed incorrectly and are subject to potential repayment. Accordingly, these amounts have been recorded as a liability within other accrued liabilities on our condensed balance sheets. None of the foregoing tariff refunds relate to the IEEPA tariffs or the 10% ad valorem duty imposed in 2026.
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 61.0% of our products from our manufacturers in China in the first quarter of 2026, most of which are impacted by the tariffs, however, a portion was shipped directly to international customers, on which no tariffs were assessed. Tariffs may continue to have a material impact to our results of operations and financial position. Approximately $11.6 thousand was incurred in tariff expense in the first quarter of 2026. We are working to lessen the financial impact of the tariffs, including continuing to manufacture 1mL, 3mL, and EasyPoint® needles in our domestic manufacturing facility.
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 were 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, oil prices,
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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.
In April 2026, we reduced our workforce by approximately 16%. The reduction is expected to save an estimated $2.2 million in annual wages and employment benefits, or approximately 13% of total estimated workforce costs. The expected savings are offset by one-time separation payments of approximately $122 thousand to the affected workers. Approximately 58% of the targeted payroll reduction affected manufacturing or manufacturing support positions and the remainder of the reductions affected sales and sales support roles.
In the first quarter of 2026, we made payments to certain consultants in the approximate total amount of $300 thousand and charitable product donations in the approximate total amount of $593 thousand. Such costs increased our operating expenses and are non-recurring. The charitable product donations were related to certain overstock inventory items. These products were not included in our first quarter 2026 inventory write down, as the items were not within 12 months of expiration. We continue to monitor market demand for these products and currently believe there remain potential sales channels available prior to the products reaching the 12 month expiration threshold.
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 $32.8 million in debt and equity securities as of March 31, 2026, which represented 23.9% of our total assets. The unrealized gain on debt and equity securities was $192 thousand due to the increased market values of those securities.
Historically, unit sales have increased during the flu season. 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.
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 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 periods ended March 31, 2026 or 2025, as applicable. Dollar amounts have been rounded for ease of reading.
Comparison of Three Months Ended March 31, 2026 and March 31, 2025
Domestic sales accounted for 82.9% and 89.6% of total revenues for the three months ended March 31, 2026 and 2025, respectively. Domestic revenues decreased 20.0%, while domestic unit sales decreased 11.5%. Domestic unit sales represented 72.1% of total unit sales for the three months ended March 31, 2026 compared to 84.9% for the same period last year. The decrease in sales was not proportional to the decrease in unit sales, primarily due to a decrease in average selling price, which was due to change in product mix and higher transaction costs associated with distributor agreements.
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International revenues for the three months ended March 31, 2026 increased 42.4% compared to the same period in 2025. The increase in international sales was primarily driven by increase in EasyPoint® needle sales. Traditionally, international sales carry lower average selling prices compared to our domestic sales. There remains uncertainty regarding the timing of future international orders.
Overall, units sales increased 3.6%.
Cost of manufactured product decreased 3.1% compared to the same period last year primarily due to a decrease in freight and tariff expense Royalty expense decreased 7.0% due to the decrease in gross sales.
Tariffs may continue to materially impact our costs in future periods. Approximately $11.6 thousand was spent on tariff expenses in the first quarter of 2026. The reduction in tariff costs compared to prior periods is attributable to ongoing mitigation efforts, including strategic sourcing decisions and increased domestic production. These costs are included in Cost of manufactured product.
Operating expenses increased 14.0% primarily due to increased donation expense.
The loss from operations was $6.2 million compared to a loss of approximately $4.7 million for the same period last year. The increase in loss from operations was primarily driven by negative gross margin for the period and higher donation expense.
The unrealized gain on debt and equity securities was $192 thousand for the three month period ended March 31, 2026 due to the increased market values of those securities. In contrast, there was a material unrealized loss on debt and equity securities of $7.2 million for the three month period ended March 31, 2025.
The provision for income taxes was $1.8 thousand as compared to a benefit for income taxes of $286 thousand for the same period in 2025. The change is primarily due to a decrease in net loss in the current period.
Discussion of Balance Sheet and Cash Flow Items
Cash flow used by operations was $1.4 million for the three months ended March 31, 2026 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 period was the predominant factor. We recognized approximately $1.5 million in other income from the TIA. Changes in working capital also impacted cash flows from operating activities. Accounts receivable decreased by $926 thousand, inventories increased by $107 thousand, accounts payable increased by $44 thousand, and accrued liabilities increased by $794 thousand.
Cash flow from investing activities was $1.7 million for the three months ended March 31, 2026, primarily reflecting net investment activity driven by a reallocation between debt and equity securities within the investment portfolio and liquidation of $2 million of investments to support operating activities during the first quarter of 2026. The funds were used to support operating activities during the first quarter of 2026.
Cash used by financing activities was $147 thousand for the first quarter of 2026. This was primarily due to repayments of long-term debt and payment of preferred stock dividends.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded operations primarily from the proceeds from revenues, private placements, investment proceeds, 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 may continue to have a material effect on our operating results and liquidity. The workforce reduction implemented in April 2026 is expected to result in cost savings in future periods.
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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 continue our domestic production and achieve manufacturing efficiencies, we expect to incur high manufacturing costs in the near term and 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 liabilities are our bank debt as set forth as Long-term debt on our Condensed Balance Sheets and other liabilities detailed herein in Note 6 and 7 to the financial statements. We believe we will have adequate means to meet our currently foreseeable long-term liquidity needs although the new tariffs and our costs related to an increase in domestic manufacturing have increased our expenses materially. For the next 1-3 years, we believe our liquidity will decline 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 equity investments. If cash needs cannot be met using existing cash and investments, management may further reduce operational costs. In the event that the foregoing is insufficient, we may liquidate certain assets.
Capital Resources
As of March 31, 2026, 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
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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 March 31, 2026, we estimate that the total potential future credits to be issued as a result of prior purchases which have not yet been claimed is $2.8 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, 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 principal financial officers, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. 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 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 March 31, 2026, our disclosure controls and procedures were not effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
Since material weaknesses were reported as of December 31, 2025, we have improved our monthly close process and account reconciliations to prevent and/or detect misstatements in a timely manner. Management intends to continue to engage in strengthening review procedures, increasing the level of precision applied in account analyses, and ensuring timely preparation and review of reconciliations. Other than these steps implemented as part of Management’s ongoing efforts to address the previously-reported weakness in internal control over financial reporting, there have been no other changes during the first quarter of 2026 or subsequent to March 31, 2026 in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 6. Exhibits.
Exhibit No. | | Description of Document |
31.1 | ||
31.2 | ||
32 | ||
101 | The following materials from Retractable Technologies, Inc.’s Form 10-Q for the period ended March 31, 2026, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Condensed Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (iv) Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025; and (v) Notes to Condensed Financial Statements | |
104 | Interactive Data File (formatted Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: May 15, 2026 | RETRACTABLE TECHNOLOGIES, INC. | |
(Registrant) | ||
By: | /s/ John W. Fort III | |
JOHN W. FORT III | ||
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