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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-04-01 · 35 added, 28 removed, 144 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures – Disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

Management, under the supervision and with the participation of our President and Chief Executive Officer (principal executive officer) and our Chief Financial Officer and Treasurer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.

Management, under the supervision and with the participation of our President & Chief Executive Officer (principal executive officer) and our Chief Financial Officer & Treasurer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.

Management has concluded that our disclosure control and procedures were not effective as of December 31, 2025, as a result of a material weakness in our internal control over financial reporting, as described below.

Notwithstanding the material weakness identified, management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position of the Company at December 31, 2024 and December 31, 2023 and the consolidated results of operations and cash flows for each of the years then ended in conformity with U.S.

Notwithstanding the material weakness identified, management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024 and the consolidated results of operations and cash flows for each of the years then ended in conformity with U.S.

generally accepted accounting principles

Management ’ s Report on Internal Control Over Financial Reporting – Management, under the supervision and with the participation of our President and Chief Executive Officer and Chief Financial Officer and Treasurer, is responsible for establishing and maintaining adequate internal control over financial reporting.

Management ’ s Report on Internal Control Over Financial Reporting – Management, under the supervision and with the participation of our President & Chief Executive Officer and Chief Financial Officer & Treasurer, is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) is a process designed 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.

In accordance with guidance issued by the SEC, registrants are permitted to exclude acquisitions from the final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred while integrating the acquired operations.

Our management’s evaluation of internal control over financial reporting excluded Electrochem which we acquired on October 31, 2024, as discussed in Note 2 to the consolidated financial statements.

Total net income of Electrochem from the date of acquisition included in our consolidated results represented 14.5% of our consolidated net income for the year ended December 31, 2024.

Total assets of Electrochem (excluding acquired goodwill and other intangible assets which were included in management’s evaluation) represented 16.4% of our consolidated total assets as of December 31, 2024.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013).

Based on our evaluation, we have concluded that, while we believe that the Consolidated Financial Statements included in this Annual Report on Form 10-K are free of material misstatement, there is a material weakness in our internal control over financial reporting attributable to our need for additional accounting personnel to provide a full complement of accounting and reporting expertise commensurate with the growth of the Company both organic and through acquisitions.

Based on our evaluation, we have concluded that there is a material weakness in our internal control over financial reporting.

As a result of the material weakness identified, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025.

A material weakness is defined as 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 financial statements will not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Freed Maxick P.C., our independent registered public accounting firm, as stated in their report included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Efforts to Address the Material Weaknesses – Management has already taken steps to remediate our identified material weakness and will continue to take further steps until the remediation is complete.

The Company is currently seeking to hire additional personnel including certified public accountants to augment the experience and expertise of our accounting team and provide for a full complement of resources commensurate with the Company’s continued growth.

During the fourth quarter of 2024, we hired a highly experienced individual as VP of Financial Growth, Transition & Efficiency and in the first quarter of 2025 we hired a Controller for Electrochem.

Until all of the necessary resources are in place, expected to occur in 2025, the current members of our accounting team will continue their best efforts to provide additional oversight.

We believe that with this interim additional oversight, coupled with the additional personnel we are in the process of recruiting and hiring, will allow us to execute business process controls more quickly and ensure a greater level of monitoring whether controls are present and functioning.

Remediation will be deemed complete once our corrective actions are fully implemented and further evaluation is performed, including testing, to conclude that our internal control over financial reporting is effective.

Changes in Internal Control over Financial Reporting –There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls – Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud.

A material weakness has been identified because remediation efforts initiated during the year ended December 31, 2025 relating to the material weakness identified during the year ended December 31, 2024 attributable to the need for additional personnel to provide a full complement of accounting and reporting expertise have not been in place and adequately documented for a sufficient period of time to allow management to conclude that the related controls are operating effectively.

In addition, information technology general controls (ITGC) were not operating effectively to ensure that (i) access to applications and data, including the ability to make changes, was appropriately restricted to authorized personnel, and (ii) the activities of individuals with such access were adequately monitored.

As a result, business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

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 the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by WithumSmith+Brown, PC, our independent registered public accounting firm, as stated in their report included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Efforts to Address the Material Weakness – As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness in internal control over financial reporting attributable to the need for additional personnel to provide a full complement of accounting and reporting expertise commensurate with the growth of the Company both organically and through acquisitions.

Over the course of 2025, management implemented a remediation plan designed to address the previously identified material weakness.

The Company significantly strengthened its finance and accounting team by adding a new oversight role and hiring additional highly experienced personnel including certified public accountants.

The personnel actions taken include the naming of a Chief Accounting Officer with a backfill to the Corporate Controller role and filling the following positions:

Director – Internal Audit & Sox Compliance, Manager – Corporate Accounting, Manager – Corporate Reporting & Consolidations, and Controller – Electrochem.

Significant improvements in the design, execution and documentation of business process controls were implemented across our locations as part of our remediation plan during the second half of 2025 once the additional oversight was in place and the additional personnel were hired;

however, all remedial actions were not in place and adequately documented for a sufficient period of time to allow management to conclude that controls were effective.

It was also concluded that information technology general controls (ITGC) were not operating effectively to ensure that (i) access to applications and data, including the ability to make changes, was appropriately restricted, and (ii) the activities of individuals with such access were adequately monitored.

Management has developed and is actively implementing corrective actions to remediate the identified ITGC deficiencies.

As of the date of this Annual Report on Form 10-K, a comprehensive evaluation of all access rights of all users of our IT applications is being conducted to identify where access is not appropriately restricted.

Access will be restricted to the extent possible, and mitigating controls will be implemented to address instances, if any, where system-level segregation may not be feasible due to personnel constraints or otherwise.

Additionally, we will formalize our policies and procedures regarding user access reviews to require that they are performed on a more frequent and timely basis.

Remediation will be deemed complete once all corrective actions are fully implemented and in place for a sufficient period of time and further evaluation is performed, including testing, to conclude that our internal control over financial reporting is effective.

Changes in Internal Controls Over Financial Reporting – Other than the remedial actions described above, there were no changes in our internal control over financial reporting during the fourth quarter of the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Effectiveness of Controls – Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives will be met.

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Auditor information:

Freed Maxick P.C.

(f/k/a Freed Maxick CPAs, P.C.)

WithumSmith+Brown, PC

Rochester, New York

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Filed herewith

Consent of WithumSmith+Brown, PC

Filed herewith

Consent of Freed Maxick P.C.

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Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024 and December 31, 2023, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and December 31, 2023, and (v) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2025 and December 31, 2024, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024, and (v) Notes to Consolidated Financial Statements.

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.

ULTRALIFE CORPORATION

April 1, 2025

March 23, 2026

/s/ Michael E.

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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.

April 1, 2025

March 23, 2026

/s/ Michael E.

1 unchanged sentence

(Principal Executive Officer)

April 1, 2025

March 23, 2026

/s/ Philip A.

2 unchanged sentences

Accounting Officer)

April 1, 2025

March 23, 2026

/s/ Janie Goddard

Janie Goddard (Director)

April 1, 2025

March 23, 2026

/s/ Thomas L.

Saeli (Director)

April 1, 2025

March 23, 2026

/s/ Robert W.

Shaw II (Director)

April 1, 2025

March 23, 2026

/s/ Bradford T.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures