ENTO files Form 12b-25 on late Q3 10-Q tied to GridAI deal

Rhea-AI Filing Summary

Entero Therapeutics, Inc. filed a Form 12b-25 to notify that its Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company is still reviewing the accounting treatment of its acquisition of GridAI Corp. and needs more time to ensure the financial statements comply with applicable accounting standards. Under Rule 12b-25, Entero expects to file the quarterly report no later than the fifth calendar day after the original due date.

Insights

SEC Reporting Specialist

Short filing delay due to complex acquisition accounting review; limited near-term impact if Form 10-Q is filed within the allowed extension window.

ENTERO Therapeutics filed a Form 12b-25 to notify a late Form 10-Q for the quarter ended September 30, 2025. The company is reviewing the accounting treatment of its acquisition of GridAI Corp and states that this complexity requires more time to ensure the financial statements comply with applicable standards. By checking the Rule 12b-25(b) box, the company indicates it expects to file the Form 10-Q within the standard five-day extension period.

This type of notification allows a short grace period without the filing being considered missed, as long as the report is submitted on time within that window. The reason given focuses on technical accounting for a recent acquisition rather than operational or liquidity issues. However, any delay tied to transaction accounting can draw attention to how the acquired business is measured and presented in the financials.

The key item to watch is whether the Form 10-Q is actually filed within five calendar days of the original due date and whether the acquisition accounting for GridAI Corp leads to restatements, reclassifications, or unusual non‑cash charges. The signature by the Interim Chief Financial Officer on November 17, 2025 formalizes management’s responsibility for the explanation and the anticipated timing.

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC FILE

NUMBER

CUSIP NUMBER

NOTIFICATION OF LATE FILING

(Check one):  ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

	For Period Ended September 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 ____________

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

ENTERO THERAPEUTICS, INC.

Full Name of Registrant

N/A

Former Name if Applicable

79014th St N # 21135

Address of Principal  Executive Office (Street and Number)

St. Petersburg, Florida, 33702

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).

x	(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 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 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.

We are currently reviewing the accounting treatment of our acquisition of GridAI Corp. Due to the complexity of this matter, we require additional time to ensure that the financial statements are accurately presented in accordance with the relevant accounting standards. As such, we are requesting an extension for filing of our 10-Q Quarterly Report for the quarter ended September 30, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, it is anticipated that the Registrant will file its Form 10-Q no later than the fifth calendar day following the prescribed due date .

PART IV - OTHER INFORMATION

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

Anna Skowron		416		312-0442
(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

2

ENTERO THERAPEUTICS, 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: November 17, 2025	By:	/s/ Anna Skowron
		Anna Skowron
		Interim Chief Financial Officer

3

FAQ

Why did Entero Therapeutics (ENTO) file a Form 12b-25?

Entero Therapeutics filed Form 12b-25 to notify that its Form 10-Q for the quarter ended September 30, 2025 will be late while it reviews the accounting treatment of its acquisition of GridAI Corp.

Which report is Entero Therapeutics (ENTO) delaying with this Form 12b-25?

The notification covers Entero Therapeutics' Form 10-Q Quarterly Report for the quarter ended September 30, 2025.

What is the reason for Entero Therapeutics' delayed Form 10-Q filing?

The company is reviewing the accounting treatment of its acquisition of GridAI Corp. and needs additional time to ensure its financial statements are accurately presented under applicable accounting standards.

When does Entero Therapeutics expect to file the delayed Form 10-Q?

Entero states that, in accordance with Rule 12b-25, it anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed due date.

Does Entero Therapeutics indicate significant changes in results in this notification?

The form asks whether a significant change in results of operations is anticipated, but the excerpt only shows the Yes/No prompt and not Entero's marked response or any explanation.

Who signed the late filing notification for Entero Therapeutics (ENTO)?

The Form 12b-25 was signed on behalf of Entero Therapeutics, Inc. by Anna Skowron, Interim Chief Financial Officer.