Cannabis Bioscience (CBIH) delays 10-Q, previews wider loss versus 2024

Rhea-AI Filing Summary

Cannabis Bioscience International Holdings, Inc. filed a notification that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2025, stating that the financial information cannot be analyzed and completed on a timely basis.

The company estimates a loss from operations of approximately $96,000 for the three months ended November 30, 2025, compared with $59,627 for the same period in 2024. Estimated revenues are about $53,000 and gross profit about $43,000, versus $74,248 and $66,445, respectively, a year earlier. Total operating expenses are expected to be around $139,000, compared with $126,072, driven by higher general and administrative expenses and professional fees, partly offset by lower contract labor and rent.

Net loss for the quarter is expected to be approximately $109,000, compared with $79,528 in the prior-year period. The company notes these results are preliminary, subject to further review by management and its independent registered public accounting firm, and may differ substantially from the final figures reported in the Form 10-Q.

Positive

• None.

Negative

• Delayed 10-Q with weaker preliminary results: The company expects lower revenue (about $53,000 vs. $74,248 a year earlier) and a higher net loss (about $109,000 vs. $79,528), while also needing extra time to complete and file its quarterly report.

Insights

Small-cap fundamentals analyst

Late 10-Q and preliminary numbers point to lower revenue and a larger quarterly loss.

Cannabis Bioscience International Holdings, Inc. is delaying its Form 10-Q for the quarter ended November 30, 2025, because its financial information cannot be analyzed and completed in time. This introduces some timing uncertainty around official results, which can concern investors in smaller issuers that rely on timely disclosure.

The company estimates quarterly revenues of about $53,000, down from $74,248 a year earlier, and gross profit of roughly $43,000 versus $66,445 in the prior-year quarter. Loss from operations is expected to be approximately $96,000, compared with $59,627 a year earlier, reflecting both lower gross profit and higher operating expenses of about $139,000 versus $126,072.

Net loss is projected at roughly $109,000 for the three months ended November 30, 2025, compared with $79,528 in the same 2024 period, influenced by higher interest and lower note discount expense. These figures are preliminary and may change after review by management and the independent registered public accounting firm, so the final Form 10-Q will be important for confirming the extent of the revenue decline and loss increase.

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: November 30, 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

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

6201 Bonhomme Road, Suite 435N

Address of Principal Executive Office (Street and Number)

Houston, TX 77036

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.

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 Quarterly Report on Form 10-Q for the year ended August 31, 2025, 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 three months ended November 30, 2025, is estimated to be approximately $96,000, compared with $59,627 for the three months ended November 30, 2024. Revenues and gross profit for the three months ended November 30, 2025, are estimated to be approximately $53,000 and $43,000, respectively, compared with $74,248 and $66,445, respectively, for the three months ended November 30, 2024. Total operating expenses for the three months ended November 30, 2025, are estimated to be approximately $139,000, compared with $126,072 for the three months ended November 30, 2024. Operating expenses were affected by increases in general and administrative expenses and professional fees, offset by decreases in contract labor and rent. Net loss for the three months ended November 30, 2025, is expected to be approximately $109,000, compared with $79,528 for the three months ended November 30, 2024, due to an increase in interest and a decrease in note discount expense.

The above results are subject to additional review by the Company and its Independent Registered Public Accounting Firm. Therefore, the results shown in the Form 10-Q for the period ended November 30, 2025, when it is filed, may differ substantially from those set forth above.

2

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: January 14, 2026 By: /s/ Dante Picazo                    Chief Executive Officer (principal executive officer and principal accounting officer)

3

FAQ

Why did Cannabis Bioscience International Holdings (CBIH) file a Form 12b-25?

The company filed Form 12b-25 to notify that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2025, because the financial information cannot be analyzed and completed on a timely basis.

What preliminary quarterly revenue did Cannabis Bioscience (CBIH) estimate for the three months ended November 30, 2025?

The company estimates revenues of approximately $53,000 for the three months ended November 30, 2025, compared with $74,248 for the same period in 2024.

How did Cannabis Bioscience (CBIH) say its operating loss changed year over year?

Loss from operations for the three months ended November 30, 2025, is estimated at about $96,000, compared with $59,627 for the three months ended November 30, 2024, indicating a larger operating loss.

What net loss did Cannabis Bioscience (CBIH) project for the quarter ended November 30, 2025?

The company expects a net loss of approximately $109,000 for the three months ended November 30, 2025, compared with $79,528 for the same quarter in 2024.

What factors did Cannabis Bioscience (CBIH) cite for changes in operating expenses?

The company stated that operating expenses for the three months ended November 30, 2025, were affected by increases in general and administrative expenses and professional fees, offset by decreases in contract labor and rent.

Are the preliminary financial results for Cannabis Bioscience (CBIH) final?

No. The company stated that these results are subject to additional review by management and its independent registered public accounting firm, and the final Form 10-Q for the period ended November 30, 2025 may differ substantially.