Lifeloc Technologies, Inc
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
LCTCStored price and day change unavailable
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001079973-25-001691
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESOTHER INFORMATIONCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001553350-26-000075
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 6 current paragraphs.
3 unchanged; 1 reworded; 2 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
We have increased our reliance on related-party financing, which may present conflicts of interest and limit our financial flexibility.
Current report
On May 4, 2026, we entered into a loan agreement with our CFO and Board Chairman. The loan is secured by substantially all of our assets and is subordinate to the prior perfected security interest held by our senior lender. As a result, substantially all of our assets are now pledged as collateral to multiple lenders, which may limit our ability to obtain additional financing or to dispose of assets without lender consent. The interest rate on the loan is subject to upward adjustment based on changes in the prime rate, which could increase our debt service costs in a rising rate environment. In addition, because the lender is also our CFO and Board Chairman, the terms of the loan were not negotiated on an arm’s-length basis with an unrelated third party, and the lender’s dual role could present conflicts of interest in connection with future decisions regarding the loan, including any amendments, extensions, or enforcement actions.
Removed paragraphs (11)
Previous report
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Previous report
On March 1, 2025, in connection with the issuance of a $75,000 subordinated debenture, the Company issued warrants to purchase 6,250 shares of common stock at an exercise price of $4.50 per share. These warrants were valued at $12,000 using the Black-Scholes valuation model. The issuance of these warrants was exempt from registration under Section 4(a)(2) of the Securities Act as a private placement to a sophisticated investor.
Previous report
There were no sales of equity securities during the three and nine months ended September 30, 2025.
Previous report
The proceeds from the option exercises totaling $336,300 were used for general corporate purposes and working capital needs.
Previous report
All securities issued were offered and sold in reliance upon exemptions from registration under the Securities Act. No underwriters were involved in the foregoing sales of securities, and no underwriting discounts or commissions were paid by the Company in connection with such sales. The recipients of securities in each transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and warrant agreements issued in such transactions.
Previous report
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
Previous report
During the quarter ended September 30, 2025, no director or officer of the Company adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.
Previous report
On October 16, 2025, the Company filed Amendment No. 1 to its Registration Statement on Form S-4 in connection with its proposed merger with Electronic Systems Technology, Inc.
Reworded paragraphs (1)
Previous wording
In February, 2025 options to purchase 88,500 shares of our common stock were exercised at a price of $3.80 per share for total proceeds of $336,300. Our president and CEO exercised 37,500 options, and 2 directors exercised 1,000 options each. EDCO Partners, LLLP, of which our CFO and board chairman is the general partner provided $132,240 to enable 19 option holders to exercise and simultaneously sell their shares to EDCO Partners, to be held on behalf of certain of its limited partners, including a third director and an entity controlled by our CFO and board chairman. The issuance of these shares was exempt from registration under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The shares were issued to existing employees and directors of the Company who had sufficient access to information about the Company. No options were exercised during the three and nine months ended September 30, 2025.
Current wording
In February 2025, options to purchase 88,500 shares of our common stock, originally granted as incentive stock options pursuant to our 2013 Stock Option Plan, were assigned by the option holders to EDCO Partners LLLP and a third director. The Board of Directors approved the assignments and waived the non-transferability provisions of the applicable option agreements and the Plan solely to permit such assignments. Upon assignment, the options ceased to qualify as incentive stock options and were reclassified as nonqualified stock options for all tax, accounting, and compliance purposes. EDCO Partners LLLP, of which our CFO and board chairman is the general partner, and a third director then exercised the assigned options at a price of $3.80 per share for total proceeds of $336,300 to the Company. The shares were issued to EDCO Partners LLLP and the third director in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.