Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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 & 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, 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 & 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.
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 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 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.
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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. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
The information required by Part III, other than as set forth in Item 12, and each of the following items is omitted from this report and will be presented in our definitive proxy statement (“Proxy Statement”) to be filed pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this report, in connection with our 2025 Annual Meeting of Stockholders, which information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The sections entitled “Election of Directors”, “Executive Officers”, “Delinquent Section 16(a) Reports Compliance” and “Corporate Governance” in the Proxy Statement are incorporated herein by reference .
ITEM 11. EXECUTIVE COMPENSATION
The sections entitled “Executive Compensation”, “Directors Compensation”, “Employment Arrangements” and “Compensation and Management Committee” in the Proxy Statement are incorporated herein by reference .
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The section entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders
967,351
$
6.95
1,709,020
Equity compensation plans not approved by security holders
-
-
-
Total
967,351
$
6.95
1,709,020
See Note 6 in the notes to consolidated financial statements for additional information.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The section entitled “Corporate Governance – General” in the Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The section entitled “Proposal to Ratify the Selection of Independent Registered Accounting Firm - Principal Accountant Fees and Services” in the Proxy Statement is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this report:
1.
Financial Statements
The financial statements and schedules required by this Item 15 are set forth in Part II, Item 8 of this Form 10-K.
Auditor information:
WithumSmith+Brown, PC
Rochester, New York
PCAOB ID 100
(b)
Exhibits . The following exhibits are filed as a part of this report:
Exhibit
Index
Description of Document
Filed Herewith or Incorporated by Reference from:
2.1
Share Purchase Agreement, dated December 13, 2021, by and among 1336889 B.C. Unlimited Liability Company, Mark Kroeker, Randolph Peters, Brian Larsen, M. & W. Holdings Ltd., Karen Kroeker, Heather Peterson, Michael Kroeker, Nicholas Kroeker, Brentley Peters, Craig Peters, Kurtis Peters, Heather Larsen, Ian Kane, Carol Peters, 0835205 B.C. LTD, and Excell Battery Canada Inc.
Exhibit 2.1 of the Form 8-K filed on December 16, 2021
2.2
Share Purchase Agreement, dated December 13, 2021, by and among 1336902 B.C. Unlimited Liability Company, M. & W. Holdings Ltd., Ian Kane, Sanford Capital Ltd., Arcee Enterprises Inc., 0835205 B.C. Ltd., and 656700 B.C. LTD
Exhibit 2.2 of the Form 8-K filed on December 16, 2021
2.3
Stock Purchase Agreement, dated May 1, 2019, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, Southwest Electronic Energy Medical Research Institute, and Claude Leonard Benckenstein
Exhibit 2.1 of the Form 8-K filed on May 2, 2019
2.4
Stock Purchase Agreement Relating to Accutronics Limited by and between Robert Andrew Phillips and Others and Ultralife Corporation
Exhibit 2.2 of the Form 10-K for the year ended December 31, 2015, filed March 2, 2016
3.1
Restated Certificate of Incorporation
Exhibit 3.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009
3.2
Amended and Restated By-laws
Exhibit 3.2 of the Form 8-K filed December 9, 2011
4.1
Specimen Stock Certificate
Exhibit 4.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009
4.2
Description of Registrant’s Securities
Exhibit 4.2 of the Form 10-K/A for the year ended December 31, 2019, filed April 28, 2020
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10.1*
Amendment to the Agreement relating to rechargeable batteries
Exhibit 10.24 of our Form 10-K for the fiscal year ended June 30, 1996 (this Exhibit may be found in SEC File No. 0-20852)
10.3†
Ultralife Corporation Amended 2014 Long-Term Incentive Plan
Appendix B of Form DEF 14A filed on June 1, 2021
10.4
Credit and Security Agreement between Ultralife Corporation and KeyBank National Association dated May 31, 2017
Exhibit 10.1 of the Form 8-K filed on June 6, 2017
10.5
First Amendment Agreement, dated May 1, 2019, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, CLB, Inc., and KeyBank National Association
Exhibit 10.1 of the Form 8-K filed on May 2, 2019
10.6†
Amendment No. 1 to Ultralife Corporation Amended 2014 Long-Term Incentive Plan
Appendix A of Form DEF 14A filed on June 1, 2021
10.7
Second Amendment Agreement, dated December 13, 2021, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, CLB, Inc., Ultralife Excell Holding Corp., Ultralife Canada Holding Corp., Excell Battery Corporation USA, and KeyBank National Association
Exhibit 10.1 of the Form 8-K filed on December 16, 2021
10.8
Third Amendment Agreement, dated November 28, 2022, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, CLB, Inc., Ultralife Excell Holding Corp., Ultralife Canada Holding Corp., Excell Battery Corporation USA, Excell Battery Canada ULC and KeyBank National Association
Exhibit 10.8 of the Form 10-K for the year ended December 31, 2022, filed March 31, 2013
10.9
Stock Purchase Agreement dated September 27, 2024
Exhibit 10.1 of the Form 8-K filed on October 3, 2024
10.10
Credit and Security Agreement dated as of October 31, 2024
Exhibit 10.2 of the Form 8-K filed on November 6, 2024
21
Subsidiaries
Filed herewith
23.1
Consent of WithumSmith+Brown, PC
Filed herewith
23.2
Consent of Freed Maxick P.C. (f/k/a Freed Maxick CPAs, P.C.)
Filed herewith
31.1
Rule 13a-14(a) / 15d-14(a) CEO Certifications
Filed herewith
31.2
Rule 13a-14(a) / 15d-14(a) CFO Certifications
Filed herewith
32
Section 1350 Certifications
Filed herewith
97.1
Ultralife Corporation Policy for the Recovery of Erroneously Awarded Compensation
Exhibit 97.1 of the Form 10-K for the year ended December 31, 2023, filed March 21, 2024
101.INS
Inline XBRL Instance Document
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed herewith
* Confidential treatment has been granted as to certain portions of this exhibit.
† Management contract or compensatory plan or arrangement.
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, 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ULTRALIFE CORPORATION
Date: March 23, 2026
/s/ Michael E. Manna
Michael E. Manna
President, Chief Executive Officer and Director
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.
Date: March 23, 2026
/s/ Michael E. Manna
Michael E. Manna
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 23, 2026
/s/ Philip A. Fain
Philip A. Fain
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Date: March 23, 2026
/s/ Janie Goddard
Janie Goddard (Director)
Date: March 23, 2026
/s/ Thomas L. Saeli
Thomas L. Saeli (Director)
Date: March 23, 2026
/s/ Robert W. Shaw II
Robert W. Shaw II (Director)
Date: March 23, 2026
/s/ Bradford T. Whitmore
Bradford T. Whitmore (Director)
73