Cannabis Bioscience delays annual report, $89K sales

Cannabis Bioscience International Holdings, Inc. (CBIH) reported that its Form 10‑K for the year ended May 31, 2026 will be filed late under Form 12b‑25 because the financial information cannot be analyzed and completed on a timely basis.

Rhea-AI Filing Summary

Cannabis Bioscience International Holdings, Inc. (CBIH) reported that its Form 10‑K for the year ended May 31, 2026 will be filed late under Form 12b‑25 because the financial information cannot be analyzed and completed on a timely basis.

Based on preliminary estimates, loss from operations for 2026 is about $375,000, compared with $421,365 previously reported for the comparable period. Estimated 2026 revenue is about $89,000 and gross profit about $67,000, versus $303,022 and $262,916 a year earlier. Total operating expenses are estimated at $442,000, down from $684,281, mainly from lower contract labor, professional fees and rent, partially offset by higher officer compensation. The company notes these figures may change once the independent registered accounting firm completes its audit for the two-year period ended May 31, 2026.

Positive

• Estimated operating expenses fell to $442,000 from $684,281, with notable reductions in contract labor, professional fees and rent, contributing to a smaller operating loss.
• Estimated loss from operations narrowed to about $375,000 from $421,365, indicating lower negative operating performance year over year, based on preliminary figures.

Negative

• CBIH filed a Form 12b‑25, indicating its Form 10‑K for the year ended May 31, 2026 will be filed late.
• Estimated revenue dropped to about $89,000 from $303,022, and gross profit to about $67,000 from $262,916, indicating a substantial decline in sales activity.
• The company states that its independent registered accounting firm has not completed its audit for the two-year period ended May 31, 2026, so the preliminary results may change.

Filing Explained

The 15-day relief period is the key change; audited annual results remain pending and may differ from the estimates.

A Form 10-K is the audited annual report. CBIH reports that its report for the year ended May 31, 2026 was not completed on time, and states it will be filed within 15 calendar days after the prescribed due date under the requested Rule 12b-25 relief; the audited annual report is therefore still pending.

The company’s disclosed revenue, gross profit, operating expenses and loss figures are estimates, not final audited results, because its independent registered accounting firm had not completed the audit of the two-year period ended May 31, 2026.

The material next step is the completed audit and filing of the Form 10-K; that filing will determine whether the preliminary annual figures change.

Key Figures

Estimated loss from operations: $375,000 Prior comparative loss from operations: $421,365 Estimated revenue: $89,000 +5 more

8 metrics

Estimated loss from operations $375,000 Estimated for the year ended May 31, 2026

Prior comparative loss from operations $421,365 Compared with this amount for the corresponding prior period in the filing

Estimated revenue $89,000 Estimated for the year ended May 31, 2026

Prior-year revenue $303,022 For the year ended May 31, 2025

Estimated gross profit $67,000 Estimated for the year ended May 31, 2026

Prior-year gross profit $262,916 For the year ended May 31, 2025

Estimated total operating expenses $442,000 Estimated for the year ended May 31, 2026

Prior-year total operating expenses $684,281 For the year ended May 31, 2025

Key Terms

Form 12b-25, loss from operations, gross profit, operating expenses, +1 more

5 terms

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

loss from operations financial

"Loss from operations for the year ended May 31, 2026, is estimated"

Loss from operations is the money a company loses from its main business activities, like selling products or services, before considering other expenses or income. It shows whether the company's core business is making or losing money. This figure matters because it helps investors understand if the business is running efficiently or struggling to earn enough to cover its costs.

gross profit financial

"Revenues and gross profit for the year ended May 31, 2026, are estimated"

Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.

operating expenses financial

"Total operating expenses for the year ended May 31, 2026, are estimated"

Operating expenses are the routine costs a company pays to keep its business running day to day — things like salaries, rent, utilities, office supplies, and marketing. Investors watch them because they reduce the profit available to shareholders and reveal how efficiently a company runs; lower or well-controlled operating expenses (relative to revenue) are like trimming household bills to improve savings.

independent registered accounting firm regulatory

"Because the Company’s independent registered accounting firm has not completed its audit"

An independent registered accounting firm is a third-party audit firm, usually a certified public accounting (CPA) practice, that is officially registered with the relevant regulator to perform audits of a public company's financial statements and controls. Like an impartial inspector checking a building's safety, it examines and certifies that a company’s financial records are accurate and comply with accounting rules, which helps investors trust the numbers reported by the company.

FAQ

Why is CBIH filing its Form 10-K late?

CBIH states that the financial information for its Form 10‑K for the year ended May 31, 2026 cannot be analyzed and completed on a timely basis, so it submitted a Form 12b‑25 notification of late filing.

What are CBIH's estimated revenues for the year ended May 31, 2026?

For the year ended May 31, 2026, CBIH estimates revenue of approximately $89,000, compared with $303,022 for the year ended May 31, 2025, based on preliminary, unaudited figures.

How did CBIH's estimated operating results change versus the prior year?

CBIH estimates a loss from operations of about $375,000 for 2026, compared with $421,365 for the comparable prior period, indicating a smaller operating loss based on preliminary data.

How did CBIH's operating expenses change in 2026?

Estimated total operating expenses are about $442,000 for 2026, down from $684,281 a year earlier, mainly due to lower contract labor, professional fees and rent, partially offset by higher officer compensation.

Are CBIH's 2026 financial figures final?

No. CBIH discloses that its independent registered accounting firm has not completed its audit for the two-year period ended May 31, 2026, so the estimated revenues, profits and losses may change.

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Available on EDGAR 08/31/2026 - 04:30 PM Accepted by SEC EDGAR 08/31/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File No. 333-146758

(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: May 31, 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

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Full Name of Registrant

1625 Main St., Suite 202

Address of Principal Executive Office (Street and Number)

Houston, TX 77002

City, State, 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 reasons 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, 11-K or Form N-CEN 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 of 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.

1

PART III - NARRATIVE

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

The financial information to be contained in the Registrant's Annual Report on Form 10-K for the year ended May 31, 2026, cannot be analyzed and completed on a timely basis.

PART IV - OTHER INFORMATION

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

Dante Picazo		214		733-0868
(Name)		(Area Code)		(Telephone No.)

(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 the 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 ☐

Loss from operations for the year ended May 31, 2026, is estimated to be approximately $375,000, compared with loss from operations of $421,365 for the year ended May 31, 2026. Revenues and gross profit for the year ended May 31, 2026, are estimated to be approximately $89,000 and $67,000, respectively, compared with $303,022 and $262,916, respectively, for the year ended May 31, 2025. Total operating expenses for the year ended May 31, 2026, are estimated to be approximately $442,000, compared with $684,281 for the year ended May 31, 2025. Operating expenses were affected principally by decreases of approximately $45,000 in contract labor, $228,000 in professional fees and $31,000 in rent and lease, offset by an increase of approximately $54,000 in officer compensation.

Because the Company’s independent registered accounting firm has not completed its audit of the Company’s financial statements for the two-year period ended May 31, 2026, the information set forth in the previous paragraph may not reflect the results of operations set forth therein upon completion of the audit.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

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

Date: August 31, 2026 By: /s/ Dante Picazo                    Chief Executive Officer (principal executive officer and principal accounting officer)