Funding shortfall puts Burzynski (BZYR) SEC reporting and trading at risk

Rhea-AI Filing Summary

Burzynski Research Institute, Inc. discloses that it may not be able to fund the costs of preparing and filing its SEC reports because its President and majority stockholder, Dr. Stanislaw R. Burzynski, has limited available resources and can no longer cover these SEC reporting costs.

As a result, the company expects to miss certain Exchange Act reporting requirements, including the timely filing of its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, which is due on or about May 29, 2026, and subsequent periodic reports. The filing outlines that continued delinquency could lead to SEC actions such as temporary trading suspension under Section 12(k) or administrative proceedings under Section 12(j) to suspend or revoke the registration of the company’s securities, which would significantly impair investors’ ability to trade the stock.

Positive

• None.

Negative

• Heightened regulatory and trading risk: The company expects it cannot timely file its Form 10-K for the year ended February 28, 2026 and other periodic reports, and warns that continued delinquency could result in SEC trading suspension or revocation of its securities registration.

Insights

Small-cap equity and governance analyst

Funding shortfall for SEC reporting creates material regulatory and trading risk.

Burzynski Research Institute states that it relies on Dr. Stanislaw R. Burzynski to fund operations and SEC reporting costs. He has advised the company that, due to limited resources, he will not be able to fund certain SEC reporting costs going forward.

The company therefore expects to be unable to timely file its Form 10-K for the fiscal year ended February 28, 2026, due on or about May 29, 2026, and other required periodic reports. The company warns that continued delinquency could lead the SEC to suspend trading under Section 12(k) or to suspend or revoke securities registration under Section 12(j).

For investors, this introduces clear regulatory and liquidity risk, as a trading suspension or revocation would make transacting in the shares difficult or impossible. Actual outcomes will depend on future filings, funding for SEC reporting costs, and any actions the SEC may choose to take.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Fiscal year end: February 28, 2026 10-K due date: On or about May 29, 2026 Potential SEC actions: Section 12(k) and Section 12(j)

3 metrics

Fiscal year end February 28, 2026 Fiscal year for the upcoming Form 10-K the company expects it cannot timely file

10-K due date On or about May 29, 2026 Stated due date for the Form 10-K the company expects it will not file on time

Potential SEC actions Section 12(k) and Section 12(j) Possible trading suspension or registration suspension/revocation if delinquency continues

Key Terms

Periodic Reports, Section 12(k) of the Exchange Act, Section 12(j) of the Exchange Act, Emerging growth company, +1 more

5 terms

Periodic Reports regulatory

"and subsequent periodic reports required under Sections 13(a) and/or 15(d) of the Exchange Act (collectively, the “Periodic Reports”)."

Regularly scheduled documents that a publicly traded company must provide to disclose its financial results, business operations, risks and significant events — like a report card showing revenue, profits, cash flow and key changes over a set period. Investors use these reports to judge a company's health and trends, compare performance over time, and make informed buy, hold or sell decisions; they act as a routine check-up for financial transparency.

Section 12(k) of the Exchange Act regulatory

"the SEC may, in its discretion and based on the facts and circumstances, issue an order temporarily suspending trading in the Company’s securities under Section 12(k) of the Exchange Act."

Section 12(j) of the Exchange Act regulatory

"the SEC instituting administrative proceedings pursuant to Section 12(j) of the Exchange Act to suspend or revoke the registration of the Company’s securities"

Emerging growth company regulatory

"405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"This on contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 7, 2026

Date of Report (Date of earliest event reported)

Burzynski Research Institute, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-23425		76-0136810
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

9432 Katy Freeway, Suite 200, Houston, TX 77055

(Address of principal executive offices)

(713) 335-5697

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		BZYR		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Burzynski Research Institute, Inc. (the “Company”) has historically funded its operations through payments made by Stanislaw R. Burzynski, M.D., Ph.D. (“Dr. Burzynski”), the Company’s President, Chief Financial Officer and Chairman of the Board of Directors and beneficial owner of a majority of the Company’s outstanding common stock.

The Company has been advised by Dr. Burzynski that, due to limited available resources, he will not be able to fund certain costs associated with the Company’s ongoing compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, costs associated with the preparation and filing of periodic reports and related professional fees (the “SEC Reporting Costs”). As a result, the Company expects that it will be unable to meet certain Exchange Act reporting requirements, including, without limitation, the timely filing of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026 that is due on or about May 29, 2026, and subsequent periodic reports required under Sections 13(a) and/or 15(d) of the Exchange Act (collectively, the “Periodic Reports”).

Potential SEC and Market Consequences of Delinquency

If the Company is unable to file required Periodic Reports, the Company will become delinquent in its reporting obligations under the Exchange Act. Continued delinquency could subject the Company to a number of consequences, including actions by the Securities and Exchange Commission (the “SEC”).

Among other things, the SEC may, in its discretion and based on the facts and circumstances, issue an order temporarily suspending trading in the Company’s securities under Section 12(k) of the Exchange Act.

In addition, continued failure to file required Periodic Reports could result in the SEC instituting administrative proceedings pursuant to Section 12(j) of the Exchange Act to suspend or revoke the registration of the Company’s securities, which would, among other things, significantly impair the ability of investors to effect transactions in the Company’s securities.

If the Company’s Exchange Act registration is suspended or revoked, or if a trading suspension occurs, broker-dealers may be restricted under applicable SEC rules from publishing quotations for the Company’s securities, and trading liquidity, if any, could be severely reduced or eliminated. The Company cannot predict whether, when or how any such actions might occur.

The Company cautions that the foregoing discussion includes forward-looking statements regarding expected future events and the Company’s future compliance with SEC reporting obligations.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Words such as “may,” “will,” “should,” “could,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “predict,” “potential,” “continue” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties and are based on current expectations. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, without limitation, the availability and timing of funding for SEC Reporting Costs, the Company’s ability to secure additional financing on acceptable terms or at all, and the actions that may be taken by the SEC or other parties in response to any delinquency in the Company’s Exchange Act reporting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2026	BURZYNSKI RESEARCH INSTITUTE, INC.
	By:	/s/ Stanislaw R. Burzynski
		Stanislaw R. Burzynski
		President, Chief Financial Officer and Chairman of the Board of Director

FAQ

Why might Burzynski Research Institute (BZYR) miss its SEC report filings?

Burzynski Research Institute says its President and majority stockholder, Dr. Stanislaw R. Burzynski, can no longer fund certain SEC reporting costs. Without this funding, the company expects it will be unable to meet some Exchange Act reporting requirements, including preparation and filing of periodic reports.

Which specific SEC filing does Burzynski Research Institute expect to delay?

The company expects it will be unable to timely file its Annual Report on Form 10-K for the fiscal year ended February 28, 2026. That report is due on or about May 29, 2026, and the company also points to potential delays in subsequent periodic reports under the Exchange Act.

What SEC actions does Burzynski Research Institute say it could face for delinquent filings?

The company notes that continued delinquency could prompt the SEC to temporarily suspend trading in its securities under Section 12(k) of the Exchange Act. It also warns the SEC could start administrative proceedings under Section 12(j) to suspend or revoke the registration of its securities.

How would SEC suspension or revocation affect trading in BZYR shares?

Burzynski Research Institute explains that a suspension or revocation of its Exchange Act registration would significantly impair investors’ ability to transact in its securities. Broker-dealers could be restricted from publishing quotations, and any trading liquidity that exists could be severely reduced or eliminated.

What forward-looking risks does Burzynski Research Institute highlight in this 8-K?

The company’s forward-looking statements emphasize uncertainties around obtaining funding for SEC reporting costs and securing additional financing. It also cites uncertainty over what actions the SEC or other parties may take in response to any delinquency in the company’s Exchange Act reporting obligations.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB