Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 20, 2024

Retractable Technologies, Inc.

(Exact name of registrant as specified in its charter)

Texas	001-16465	75-2599762
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

511 Lobo Lane, Little Elm, Texas	75068-5295
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code

(972) 294-1010

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RVP	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01

Other Events.

On September 20, 2024, the Company issued a press release, a copy of which is attached to this Form 8-K as Exhibit 99.1, announcing that the Office of the United States Trade Representative issued final adjustments to tariffs on Chinese imported syringes and needles.

On September 30, 2024, the Company issued a press release, a copy of which is attached to this Form 8-K as Exhibit 99.2, announcing that the Company filed a complaint related to the recent tariffs in the U.S. Court of International Trade.

On September 30, 2024, the Company issued a press release, a copy of which is attached to this Form 8-K as Exhibit 99.3, announcing the declaration of a dividend to the Series II and Series III Class B Convertible Preferred Stock shareholders.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release announcing tariff decision.

99.2	Press release announcing Company’s complaint related to recent tariff decision.

99.3	Press release announcing the declaration of a dividend to the Series II and Series III Class B Convertible Preferred Stock shareholders.

104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

DATE: September 30, 2024	RETRACTABLE TECHNOLOGIES, INC.
	(Registrant)

	BY:	/s/ JOHN W. FORT III
		JOHN W. FORT III
		VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND CHIEF ACCOUNTING OFFICER

Exhibit 99.1

TARIFFS FINALIZED ON CHINESE IMPORTS

LITTLE ELM, TEXAS, September 20, 2024 — Retractable Technologies, Inc. (NYSE American: RVP) announces that on September 13, 2024, the Office of the United States Trade Representative (“USTR”) revealed final adjustments to tariffs placed on Chinese imported syringes and needles.

Despite initially proposing a 50% rate, the USTR set the tariff at 100% effective September 27, 2024. Retractable’s competitor, Becton, Dickinson and Company (“BD”), requested an increase to “the maximum tariff level available” in its comment letter to the USTR.

For the first half of 2024, our net revenues were $13.6 million with operating losses amounting to $8.7 million and 91% of our products were sourced from China. The new tariffs are expected to considerably increase our costs and there is insufficient time for us to adapt before the September 27, 2024 effective date. Although the USTR said “that syringes and needles are critical to U.S. preparedness in responding to public health emergencies” and emphasized the “need to maintain alternative sources,” the USTR did not address Retractable’s concerns about the tariff’s timing as expressed by Retractable in its comment letter to the USTR.

The abrupt and steep rise in costs is projected to have severe negative impacts on Retractable and threatens the utility of the government’s prior manufacturing investment with Retractable. We are exploring cost-cutting measures, but there is no assurance that these will sufficiently counterbalance the increased costs. This cost increase may force layoffs as the company tries to reduce expenses. Additionally, the variety of available products may diminish due to higher operational costs, risking customer loss.

No anticipated rise in demand will offset the adverse effects of the tariff, and the lack of foreseeable profitability adds to our financial challenges. These issues underline the significant consequences of the new tariff policy on our operations and financial stability in the near-term. This situation further complicates Retractable’s competitive position in 2024 and beyond.

In the coming months, we aim to enhance our existing equipment to produce significantly more of our products domestically. However, these upgrades will be expensive, and the timeline remains uncertain. Consequently, it is likely that we will need to continue importing goods from China to meet immediate customer demand.

The government's decision to comply with BD's request, resulting in a 100% tariff in 2024, signals a disregard of the consequences to Retractable Technologies, a small business with superior safety technology, committed to public health both in the U.S. and globally.

ABOUT RETRACTABLE

Retractable manufactures and markets VanishPoint^® and Patient Safe^® safety medical products and the EasyPoint^® needle. The VanishPoint^® syringe, blood collection, and IV catheter products are designed to prevent needlestick injuries and product reuse by retracting the needle directly from the patient, effectively reducing exposure to the contaminated needle. Patient Safe^® syringes are uniquely designed to reduce the risk of bloodstream infections resulting from catheter hub contamination. The EasyPoint^® is a retractable needle that can be used with luer lock syringes, luer slip syringes, and prefilled syringes to give injections. The EasyPoint^® needle also can be used to aspirate fluids and for blood collection. Retractable's products are distributed by various specialty and general line distributors.

For more information on Retractable, visit its website at www.retractable.com.

Forward-looking statements in this press release are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and reflect Retractable's current views with respect to future events. Retractable believes that the expectations reflected in such forward-looking statements are accurate. However, Retractable cannot assure you that such expectations will materialize. Actual future performance could differ materially from such statements.

Factors that could cause or contribute to such differences include, but are not limited to: material changes in demand, Retractable's ability to maintain liquidity; Retractable's maintenance of patent protection; Retractable's ability to maintain favorable third party manufacturing and supplier arrangements and relationships; foreign trade risk; Retractable's ability to access the market; production costs; the impact of larger market players in providing devices to the safety market; and other risks and uncertainties that are detailed from time to time in Retractable's periodic reports filed with the U.S. Securities and Exchange Commission.

Retractable Technologies, Inc.

John W. Fort III, 888-806-2626 or 972-294-1010

Vice President, Chief Financial Officer, and Chief Accounting Officer

Exhibit 99.2

RETRACTABLE TECHNOLOGIES, INC. FILES COMPLAINT IN UNITED STATES COURT OF INTERNATIONAL TRADE

LITTLE ELM, TEXAS, September 30, 2024 — Retractable Technologies, Inc. (NYSE American: RVP) announces that on September 26, 2024, it filed a complaint in the United States Court of International Trade against defendants involved in the issuance of a recent decision implementing a 100% tariff on syringes and needles imported from China, effective September 27, 2024. Such defendants include the United States of America, the Office of the United States Trade Representative, Trade Representative Katherine Tai, U.S. Customs & Border Protection, and U.S. Customs & Border Protection Acting Commissioner Troy Miller. Relief sought includes preliminary injunctions and, ultimately, a decision that the tariffs be set aside, as well as certain costs, fees, and other relief. The Complaint details the history of tariff reviews and decisions since 2018 and alleges that the most recent tariff review was not properly conducted as to needles and syringes, as well as other allegations relating to procedure and policy. Tariffs at the 100% level without sufficient time to increase its domestic production would cause irreparable harm to Retractable, as detailed in the Complaint.

ABOUT RETRACTABLE

For more information on Retractable, visit its website at www.retractable.com.

Retractable Technologies, Inc.

John W. Fort III, 888-806-2626 or 972-294-1010

Vice President, Chief Financial Officer, and Chief Accounting Officer

Exhibit 99.3

RETRACTABLE TECHNOLOGIES, INC. DECLARES DIVIDENDS TO SERIES II AND III CLASS B PREFERRED STOCK SHAREHOLDERS

LITTLE ELM, Texas, September 30, 2024 — Retractable Technologies, Inc. (“Retractable”) (NYSE American: RVP) announced today that its Board of Directors has declared dividends to holders of its Series II Class B and Series III Class B Convertible Preferred Stock in the amounts of $39,050.00 and $18,561.25, respectively. Dividends have accrued at $1.00 per share per annum. The dividends cover the period beginning July 1, 2024 through September 30, 2024. The dividends will be paid on October 21, 2024 to shareholders of record as of the close of business on October 10, 2024.

For more information on Retractable, visit its website at www.retractable.com.

Factors that could cause or contribute to such differences include, but are not limited to: tariffs; material changes in demand; Retractable's ability to maintain liquidity; Retractable's maintenance of patent protection; Retractable's ability to maintain favorable third party manufacturing and supplier arrangements and relationships; foreign trade risk; Retractable's ability to access the market; production costs; the impact of larger market players in providing devices to the safety market; and other risks and uncertainties that are detailed from time to time in Retractable's periodic reports filed with the U.S. Securities and Exchange Commission.

Retractable Technologies, Inc.

John W. Fort III, 888-806-2626 or 972-294-1010

Vice President, Chief Financial Officer, and Chief Accounting Officer

Cover	Sep. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2024
Entity File Number	001-16465
Entity Registrant Name	Retractable Technologies, Inc.
Entity Central Index Key	0000946563
Entity Tax Identification Number	75-2599762
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	511 Lobo Lane
Entity Address, City or Town	Little Elm
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75068-5295
City Area Code	972
Local Phone Number	294-1010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RVP
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false