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Nortech Systems Inc 2025年度报告

2026-04-15 美股财报 艳阳天Cathy
报告封面

FORM 10-K/A ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December31, 2025 OR ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from__________ to __________ NORTECH SYSTEMS INCORPORATED Commission file number 0-13257 State of Incorporation:MinnesotaIRS Employer Identification No.41-1681094Executive Offices:7550 Meridian Circle N #150, Maple Grove, MN 55369Telephone number:(952) 345-2244 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 ofthe Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing price of $8.93 per share, was$11,809,220 as of June 30, 2025. Shares of common stock outstanding as of February 28, 2026: 2,786,134. (The remainder of this page was intentionally left blank.) EXPLANATORY NOTE This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10-K of Nortech Systems Incorporated for the yearended December 31, 2025, originally filed with the Securities and Exchange Commission on March 26, 2026 (the “Original Form 10-K”). This Amendment is being filed solely to include conformed signatures on Exhibits 31.1, 31.2 and 32.1 that were inadvertentlyomitted from the Original Form 10-K. No other changes have been made to the Original Form 10-K. In connection with this Amendment, the Company is including updated certifications of its Chief Executive Officer and ChiefFinancial Officer pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 in compliance with Rule 12b-15 underthe Securities Exchange Act of 1934, as amended. This Amendment does not reflect any changes to the consolidated financial statements or any other disclosures contained in theOriginal Form 10-K and does not update any information to reflect events occurring after the filing of the Original Form 10-K. Exceptas specifically noted above, this Amendment continues to speak as of the date of the Origina