RCM Technologies Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 28, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________ Commission file number1-10245 RCM TECHNOLOGIES, INC.(Exact Name of Registrant as Specified in its Charter) 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 Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act). (Check one): Large Accelerated Filer☐Accelerated Filer☒Non-Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☐ 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public 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 the voting stock held by non-affiliates of the registrant was approximately $84.8million based upon theclosing price of $18.72 per share of the registrant’s common stock on June 28, 2024 on The NASDAQ Global Market. For purposes of makingthis calculation only, the registrant included all directors, executive officers and beneficial owners of more than 5% of the Common Stock ofthe Company as affiliates. The number of shares of registrant’s common stock (par value $0.05 per share) outstanding as of March 12, 2025:7,588,577. Documents Incorporated by ReferencePortions of the definitive proxy statement for the registrant’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) are incorporated by reference into Items 10, 11, 12, 13 and 14 in Part III of this Annual Report on Form 10-K. If the 2025 Proxy Statement is notfiled by April 28, 2025 (the first business day following the day that is 120 days after the last day of the registrant’s 2024 fiscal year), anamendment to this annual report on Form 10-K setting forth this information will be duly filed with the Securities and Exchange Commission. RCM TECHNOLOGIES, INC. FORM 10-K PART I Item 1.Business2Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties22Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities24Item 6.[Reserved]24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures about Market Risk44Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44Item 9A.Controls and Procedures45Item 9B.Other Information46Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections47 PART III Item 10.Directors,