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-CEN ☐ Form N-CSR
For
Period Ended: December 31, 2025
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
| Balance
Labs, Inc. |
| Full
Name of Registrant |
| |
| None |
| Former
Name if Applicable |
| |
| 407
Lincoln Road, Suite 701 |
| Address
of Principal Executive Office (Street and Number) |
| |
| Miami
Beach, FL 33139 |
| 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.
Balance
Labs, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K (the “Form 10-K”) for the period
ended December 31, 2025, within the prescribed period. The compilation, dissemination and review of the financial information required
to be presented in the Form 10-K has imposed time constraints on the Company’s management and auditor that have rendered timely
filing of the Form 10-K impractical without undue hardship and expense to the Company. At this time, the Company expects to file the
Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
| Alan Campbell |
|
305 |
|
907-7600 |
| (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.
| BALANCE
LABS, INC |
| (Name
of Registrant as Specified in Charter) |
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BALANCE
LABS, INC. |
| |
|
|
| Date:
April 2, 2026 |
By: |
/s/ Alan Campbell |
| |
|
Alan Campbell |
| |
|
Chief Executive Officer
(Principal
Executive Officer) |
