Financial Corporation (AIFC) cites Alt 5 Sigma sale in late 10-Q filing

Rhea-AI Filing Summary

Financial Corporation notified regulators that it will file its Quarterly Report on Form 10‑Q for the 13‑week period ended June 27, 2026 after the deadline. The company states it could not complete the filing without unreasonable effort and expense.

The delay stems largely from the recent disposition of its indirect, wholly owned second‑tier subsidiary, Alt 5 Sigma Canada Inc., and the related accounting concepts, calculations, and subsequent events footnote. Management and the PCAOB‑registered auditor did not have enough time to finalize and review the statements by August 11, 2026. The company currently expects to submit the Form 10‑Q on or before August 17, 2026 under the five‑day extension permitted by Rule 12b‑25.

Key Figures

Quarterly period length: 13-week period Quarter end date: June 27, 2026 Original review deadline: August 11, 2026 +1 more

4 metrics

Quarterly period length 13-week period Length of the fiscal quarter covered by the delayed Form 10-Q

Quarter end date June 27, 2026 End date of the quarter for the delayed Form 10-Q

Original review deadline August 11, 2026 Date by which management and the auditor could not complete review

Extended filing deadline August 17, 2026 Expected filing date under the five-calendar-day Rule 12b-25 extension

Key Terms

Rule 12b-25, subsequent events footnote, PCAOB-registered public accounting firm, transition report

4 terms

Rule 12b-25 regulatory

"the five-calendar-day-extension period provided under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

subsequent events footnote financial

"including a subsequent events footnote – due, in large part, to the Company’s recent disposition"

PCAOB-registered public accounting firm regulatory

"for the Company’s PCAOB-registered public accounting firm to review it by August 11, 2026"

transition report regulatory

"or the transition report or portion thereof, could not be filed within the prescribed time period"

FAQ

Why did Financial Corporation (AIFC) file a Form 12b-25 for its Q2 2026 10-Q?

Financial Corporation filed a Form 12b‑25 because it could not complete its Form 10‑Q for the 13‑week period ended June 27, 2026 without unreasonable effort and expense, mainly due to accounting work tied to the sale of Alt 5 Sigma Canada Inc.

What period does Financial Corporation’s (AIFC) delayed Form 10-Q cover?

The delayed Form 10‑Q covers a 13‑week period ended June 27, 2026. The company indicates this quarterly report requires additional work on its financial statements and subsequent events footnote following the disposition of Alt 5 Sigma Canada Inc.

When does Financial Corporation (AIFC) expect to file the delayed Q2 2026 Form 10-Q?

Financial Corporation currently expects to file the Form 10‑Q on or before August 17, 2026. This timeline relies on the five‑calendar‑day extension period available under Rule 12b‑25 for late quarterly filings.

What specific transaction contributed to Financial Corporation’s (AIFC) late Form 10-Q?

The delay is attributed largely to the recent disposition of Alt 5 Sigma Canada Inc., an indirect, wholly owned second‑tier subsidiary. Related accounting concepts, calculations, and a subsequent events footnote required extra time to finalize for the quarter ended June 27, 2026.

What was the original review deadline for Financial Corporation’s (AIFC) Q2 2026 Form 10-Q?

Management and the company’s PCAOB‑registered public accounting firm did not have sufficient time to complete preparation and review of the Form 10‑Q by August 11, 2026, prompting the use of the Rule 12b‑25 extension.

Who signed Financial Corporation’s (AIFC) Form 12b-25 notification?

The notification was signed on behalf of Financial Corporation by Tony Isaac, acting Chief Executive Officer, on August 12, 2026, as the duly authorized representative of the registrant.

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Available on EDGAR 08/12/2026 - 05:12 PM Accepted by SEC EDGAR 08/12/2026 - 05:11 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

	(Check One)		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
			☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
			For Period Ended: June 27, 2026
			☐ Transition Report on Form 10-K
			☐ Transition Report on Form 20-F
			☐ Transition Report on Form 11-K
			☐ Transition Report on Form 10-Q
			☐ Transition Report on Form N-SAR
			For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

AI FINANCIAL CORPORATION

(Full Name of Registrant)

(Former Name if Applicable)

8548 Rozita Lee Avenue, Suite 305

(Address of Principal Executive Office (Street and Number))

Las Vegas, NV 89113

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

AI Financial Corporation (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the 13-week period ended June 27, 2026 (the “Form 10-Q”). The Company requires additional time to finalize its financial statements for that period, including a subsequent events footnote – due, in large part, to the Company’s recent disposition of its indirect, wholly-owned second-tier subsidiary, Alt 5 Sigma Canada Inc., and the related required accounting concepts and calculations. As a result, there was a slightly insufficient amount of time remaining after the disposition for management to prepare the Form 10-Q and for the Company’s PCAOB-registered public accounting firm to review it by August 11, 2026. The Company currently expects to file the Form 10-Q on or before August 17, 2026, the prescribed due date under the five-calendar-day-extension period provided under Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Steven Plumb		713		780-0806
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

AI Financial Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

			/s/ Tony Isaac
		By	Tony Isaac
Date August 12, 2026			Acting Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).