Ultralife Corp NT 10-K, filed Mar 17, 2026
Ultralife Corp (ULBI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One): |
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: December 31, 2025 |
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☐Transition Report on Form 10-K |
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☐Transition Report on Form 20-F |
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☐Transition Report on Form 11-K |
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☐Transition Report on Form 10-K |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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Full Name of Registrant: |
Ultralife Corporation |
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Former Name if Applicable: |
N/A |
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Address of Principal Executive Office (Street and Number): |
2000 Technology Parkway |
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City, State and Zip Code: |
Newark, New York 14513 |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Ultralife Corporation (the "Company") is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, within the prescribed time period without unreasonable effort or expense. The Company's independent auditors require additional time for the completion of their internal documentation and review process to finalize the audit of the Company’s financial statements and internal controls over financial reporting.
The Company expects to file its Form 10-K within the fifteen-day period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, no later than March 31, 2026.
This delay in filing is not the result of any disagreements with the Company’s independent auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
Management does not anticipate any material changes to the financial information furnished with the Form 8-K filed by the Company on March 10, 2026.
Attached hereto and filed as Exhibit 99.1 to this Form 12b-25 is the statement of our independent auditors as required by Rule 12b-25(c) of the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification: |
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Philip A. Fain |
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210-6110 |
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(Name) |
(Area Code) |
(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Ultralife Corporation |
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(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 16, 2026 |
By: |
/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer & Treasurer |
Exhibit 99.1
March 16, 2026
Securities and Exchange Commission
100F Street, NE
Washington, DC 20549
Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, we inform you that we have been furnished a copy of Form 12b-25, to be filed by Ultralife Corporation on or about March 16, 2026, which contains notification of the registrant’s inability to file its Annual Report on Form 10-K by March 16, 2026. We have read the Company’s statements contained in Part III therein and we agree with the stated reasons as to why we have been unable to complete our integrated audit and report on the Company’s consolidated financial results for the year ended December 31, 2025, to be included in its Form 10-K.
Very Truly Yours,
/s/ WithumSmith+Brown, PC