| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $.10 par value per share |
| (b) | Name of Issuer:
ULTRALIFE CORP |
| (c) | Address of Issuer's Principal Executive Offices:
2000 TECHNOLOGY PARKWAY, NEWARK,
NEW YORK
, 14513. |
Item 1 Comment:
The undersigned hereby amends its Schedule 13D as most recently amended on October 29, 2026, relating to the common stock ("Common Stock") of Ultralife Corporation (the "Issuer"). Bradford T. Whitmore, SUNRAY I, LLC, Whitmore Holdings, LLC, Zistar Management, LLC, Bun Partners, Inc. and Bradford Whitmore Trust are collectively referred to in this Amendment No. 12 as the "Filers".
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D, as previously amended, remains unchanged. |
| Item 2. | Identity and Background |
|
| (a) | This schedule is filed by Bradford T. Whitmore ("Whitmore"), SUNRAY I, LLC, a Delaware limited liability company ("SLLC"), Whitmore Holdings, LLC, a Tennessee limited liability company ("WHLLC"), Zistar Management, LLC, a Tennessee limited liability company ("ZMLLC"), Bun Partners, Inc., a South Dakota corporation ("Bun Partners") and Bradford Whitmore Trust, a trust formed under the laws of the State of Tennessee ("Whitmore Trust") and, collectively with Whitmore, SLLC, WHLLC, ZMLLC and Bun Partners, the "Filers". Whitmore is the sole Trustee of the Whitmore Trust, the manager of WHLLC and ZMLLC and the President and sole officer and director of Bun Partners. |
| (b) | The business address of Whitmore is 5005 Maryland Way, Ste 260, Brentwood, TN 37027. The business address of SLLC, WHLLC, ZMLLC and Whitmore Trust is 5217 Meadowlake Road, Brentwood, TN 37027. The business address of Bun Partners is 401 3rd Street, Suite 9, Rapid City, SD 57701. |
| (c) | The principal business of WHLLC, ZMLLC and Bun Partners is that of being a holding company for various interests. Whitmore's principal occupation is that of being trustee of Whitmore Trust and manager of WHLLC. The principal business of SLLC is to hold shares of the Issuer's Common Stock. The principal business of Whitmore Trust is to own WHLLC, ZMLLC, Bun Partners and other assets. |
| (d) | None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Whitmore is a citizen of the United States. SLLC is a Delaware limited liability company. WHLLC is a Tennessee limited liability company. ZMLLC is a Tennessee limited liability company. Bun Partners is a South Dakota corporation. Whitmore Trust was formed under the laws of the State of Tennessee. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented to add the following:
The aggregate purchase price of the 300,000 shares of Common Stock beneficially owned by Bun Partners, which were acquired pursuant to a Stock Purchase Agreement dated as of November 10, 2026, with WHLLC (the "SPA"), is $4,710,000.
|
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented to add the following:
On November 10, 2026, WHLLC sold to Bun Partners, and Bun Partners purchased from WHLLC, 300,000 shares of Common Stock (the "SPA Shares") at a purchase price of $15.70 per share pursuant to the SPA in a transfer exempt from reporting under Section 16 of the Act pursuant to Rule 16a-13 thereunder. Pursuant to the SPA, among other things, Bun Partners agreed to be bound by all of the terms and provisions of that certain Tender and Support Agreement, dated October 27, 2026, by and among EnersSys, EnerSys Mergersub Inc. and certain of the Reporting Persons (the "TSA") applicable to a Stockholder (as defined in the TSA) with respect to the SPA Shares. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Regarding aggregate beneficial ownership, see row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of these shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 16,618,049 shares of Common Stock reported to be outstanding on November 2, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2026, filed with the Securities and Exchange Commission. |
| (b) | Regarding aggregate beneficial ownership, see row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of these shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 16,618,049 shares of Common Stock reported to be outstanding on November 2, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2026, filed with the Securities and Exchange Commission. |
| (c) | Item 5(c) is hereby amended and supplemented to add the following:
The description of the SPA set forth in Item 4 of this Amendment No. 12 is incorporated herein by reference.
|
| (d) | No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the shares. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended and supplemented to add the following:
On November 11, 2026, the Reporting Persons entered into a Joint Filing Agreement with respect to the securities of the issuer which is attached as Exhibit 99.2 hereto and incorporated by reference herein. The description of the SPA set forth in Item 4 of this Amendment No. 12 is incorporated herein by reference. Except as described herein, there are no contracts, arrangements, understandings or other relationships with respect to any securities of the Issuer.
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| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.1 Stock Purchase Agreement
Exhibit 99.2 Joint Filing Agreement
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