Current Report Filing (8-k)
March 22 2021 - 3:54PM
Edgar (US Regulatory)
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)
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March 16, 2021
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Retractable
Technologies, Inc.
(Exact name of registrant as specified in
its charter)
Texas
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001-16465
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75-2599762
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
No.)
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511 Lobo Lane, Little Elm, Texas
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75068-5295
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(972) 294-1010
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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RVP
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NYSE American
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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).
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Emerging
growth company ¨
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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. ¨
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Item 3.03
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Material Modification to Rights of Security Holders.
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On March 16, 2021,
Retractable Technologies, Inc. filed a resolution with the Texas Secretary of State to delete Series I, IV, and V of its Class
B convertible preferred stock, as no shares of those series remain outstanding. Such a filing operates as an amendment to the certificate
of formation, effective as of March 16, 2021.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On
March 16, 2021, the Board of Directors adopted a resolution designating its executive officers. Such resolution did not include
Russell Kuhlman, Vice President of Sales Development. As such, Mr. Kuhlman will no longer be identified as a named executive officer.
Mr. Kuhlman’s title and employment with Retractable Technologies, Inc. is unchanged.
(e) On
March 16, 2021, the Board of Directors adopted the 2021 Stock Option Plan (the “Plan”) and option grants were issued
thereunder. No award shall be exercisable unless and until the Plan has been approved by the shareholders. The Plan provides for
the granting of incentive stock options and non-qualified stock options at at least 100% of the fair market value of Retractable
Technologies, Inc.’s Common Stock as of the date of grant. The Plan provides for the issuance of awards relating to up to
a total of 2,000,000 shares of Common Stock. Participants may include employees, consultants, and non-employee Directors. The Compensation
and Benefits Committee has approved option grants to purchase 1,000,000, 250,000, and 100,000 shares of Common Stock to Thomas
J. Shaw, Michele M. Larios, and John W. Fort III, respectively. These shares will vest in their entirety three years from the grant
date.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a) See
Item 3.03.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: March 22, 2021
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RETRACTABLE TECHNOLOGIES, INC.
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(Registrant)
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BY:
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/s/ John W. Fort
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JOHN W. FORT III
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VICE
PRESIDENT, CHIEF FINANCIAL OFFICER, AND CHIEF ACCOUNTING OFFICER
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