CreditRiskMonitor.com (CRMZ) delays Q2 2026 report amid tax-related restatements

Rhea-AI Filing Summary

CreditRiskMonitor.com, Inc. announced it will not file its Form 10-Q for the quarter ended June 30, 2026 by the standard August 14, 2026 deadline because it is restating prior financial statements related to sales and use tax and income tax liabilities.

The Audit Committee previously concluded that unaudited quarterly statements for several 2024–2026 periods and audited statements for the years ended December 31, 2024 and 2025 should no longer be relied upon and must be restated. Management identified a material weakness in internal control over financial reporting and disclosure controls related to monitoring state and local tax nexus. The company is pursuing Voluntary Disclosure Agreements with affected states and is preparing restated financials and related disclosures but cannot assure it will file the Form 10-Q within the additional time permitted under Rule 12b-25.

Positive

• Management has identified and disclosed a tax-related material weakness and is pursuing Voluntary Disclosure Agreements with impacted states to address prior-period sales, use, and income tax liabilities.
• The company has a remediation plan for its internal control weakness and expects to include updated conclusions on internal control over financial reporting in its 2026 Form 10-K.

Negative

• Multiple prior periods’ financial statements, including audited years ended December 31, 2024 and 2025, are deemed unreliable and require restatement due to tax-related issues.
• A material weakness exists in internal control over financial reporting and disclosure controls related to state and local tax nexus requirements.
• There are previously unrecognized sales and use tax and income tax liabilities arising from economic and physical nexus in additional jurisdictions.
• The Form 10-Q for the quarter ended June 30, 2026 is delayed, and the company states it may be unable to file within the Rule 12b-25 extension window.

Key Figures

Quarter ended: June 30, 2026 Original 10-Q deadline: August 14, 2026 Audited years to be restated: December 31, 2024 and 2025 +4 more

7 metrics

Quarter ended June 30, 2026 Period covered by the delayed Form 10-Q

Original 10-Q deadline August 14, 2026 Due date applicable to a non-accelerated filer

Audited years to be restated December 31, 2024 and 2025 Fiscal years whose audited statements should no longer be relied upon

Affected quarters June 30, 2025; September 30, 2025 and 2024; March 31, 2026 and 2025 Previously issued unaudited condensed financial statements to be restated

Form 8-K reference date August 6, 2026 Date of prior disclosure describing the need for restatement

Audit Committee conclusion date August 3, 2026 Date Audit Committee determined affected statements should not be relied upon

Contact telephone (845) 230-3035 Investor contact number listed for this notification

Key Terms

material weakness, internal control over financial reporting, nexus study, Voluntary Disclosure Agreements, +1 more

5 terms

material weakness financial

"The Company has identified a material weakness in the Company’s internal control"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"material weakness in the Company’s internal control over financial reporting and disclosure controls"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

nexus study financial

"management made this determination following a nexus study conducted with an external tax advisor"

Voluntary Disclosure Agreements financial

"including pursuing Voluntary Disclosure Agreements (“VDAs”) to address this liability"

economic and physical nexuses financial

"determined it had economic and physical nexuses in state and local jurisdictions"

FAQ

Why is CreditRiskMonitor.com, Inc. (CRMZ) delaying its Q2 2026 Form 10-Q filing?

CreditRiskMonitor.com, Inc. is delaying its Form 10-Q for the quarter ended June 30, 2026 to complete restatements of prior-period financial statements related to sales, use, and income tax liabilities and to address a related material weakness in internal controls.

Which financial periods are affected by CreditRiskMonitor.com, Inc.’s restatement?

The company indicates restatements are required for unaudited quarters ended June 30, 2025, September 30, 2025 and 2024, and March 31, 2026 and 2025, plus audited financial statements for the years ended December 31, 2024 and 2025.

What internal control issues did CRMZ report in this late-filing notice?

Management identified a material weakness in internal control over financial reporting and disclosure controls related to identifying, monitoring and evaluating state and local tax nexus requirements, indicating control processes in this area were ineffective.

What is causing CreditRiskMonitor.com, Inc.’s additional tax liabilities?

Following a nexus study with an external tax advisor, the company determined it had economic and physical nexus in more jurisdictions, leading to previously unrecorded sales and use tax and income tax liabilities for prior periods.

Will CRMZ file its Q2 2026 Form 10-Q within the Rule 12b-25 extension period?

The company states it is working diligently to complete the Form 10-Q but notes there can be no assurance it will be able to file within the additional time provided by Rule 12b-25.

How is CreditRiskMonitor.com, Inc. addressing the tax and control issues it identified?

Management has developed a remediation plan, including pursuing Voluntary Disclosure Agreements with impacted states and evaluating the impact on internal controls, with conclusions expected in the 2026 Form 10-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 08:31 AM Accepted by SEC EDGAR 08/14/2026 - 08:30 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 001-8601

(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 30, 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

CreditRiskMonitor.com, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

Not Applicable (1)

Address of Principal Executive Office (Street and Number)

(1) We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, each as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.

PART II - RULE 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.

CreditRiskMonitor.com, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Form 10-Q”) by the August 14, 2026 filing date applicable to a non-accelerated filer for the reasons discussed in this Form 12b-25. As previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on August 6, 2026 (“Form 8-K”), on August 3, 2026, the Audit Committee of the Board of Directors of the Company concluded that (a) the Company’s previously issued unaudited condensed financial statements as of and for the quarterly periods  ended (i) June 30, 2025, (ii) September 30, 2025 and 2024, and (iii) March 31, 2026 and 2025, and (b) the Company’s previously issued audited financial statements as of and for the fiscal years ended December 31, 2025 and 2024 (collectively, the “Affected Financial Statements”) should no longer be relied upon and require restatement related to the reporting of sales and use tax liabilities.

The Company’s management made this determination following a nexus study conducted with an external tax advisor, after which the Company determined it had economic and physical nexuses in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result of the nexus study, the Company concluded it had a sales and use tax liability and income tax liability related to prior periods.

As reported in the Form 8-K, the Company has identified a material weakness in the Company’s internal control over financial reporting and concluded that its internal control over financial reporting and disclosure controls and procedures related to the identification, monitoring and evaluation of state and local tax nexus requirements were ineffective. The Company’s management has created a plan of remediation to address the material weakness, including pursuing Voluntary Disclosure Agreements (“VDAs”) to address this liability, and is various stages of submission, acceptance, and payment with each state impacted. Management’s conclusions regarding the impacts of the matter discussed above on the Company’s internal control over financial reporting will be included in the 2026 Annual Report on Form 10-K, which the Company expects to timely file with the SEC.

As a result, the Company’s management needs more time to prepare, review and evaluate the Affected Financial Statements and Form 10-Q, including preparing the restatement of the Affected Financial Statements. The Company is working diligently to complete its financial statements and related disclosures in order to file the Form 10-Q as soon as practicable; however, there can be no assurance that the Company will be able to file the Form 10-Q within the additional time provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART IV – OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Jennifer Gerold		(845)		230-3035
	(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.

CreditRiskMonitor.com, Inc.

(Name of Registrant as Specified in Charter)

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

Date: August 14, 2026	CreditRiskMonitor.com, Inc.
	By:	/s/ Jennifer Gerold
	Name:	Jennifer Gerold
	Title:	Chief Financial 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.