Eco Science Solutions (ESSI) delays 10-K as 1-for-25 reverse split becomes effective May 4, 2026

Rhea-AI Filing Summary

Eco Science Solutions, Inc. notified the SEC it cannot timely file its Form 10-K for the year ended January 31, 2026 under Rule 12b-25 because management needs to incorporate a pending corporate action into the audited financials. The company disclosed a 1-for-25 reverse stock split, with a Daily List announcement date of May 1, 2026 and a market effective date of May 4, 2026, which will change the company's CUSIP. The filing states management will evaluate revised capital structure, share data, and related disclosures and expects to file the Form 10-K within the time permitted by Rule 12b-25.

Key Figures

Reverse split ratio: 1-for-25 Daily List announcement date: May 1, 2026 Market effective date: May 4, 2026 +5 more

8 metrics

Reverse split ratio 1-for-25 Corporate action described in the notification

Daily List announcement date May 1, 2026 Expected Daily List announcement for the reverse split

Market effective date May 4, 2026 Expected market effective date for the reverse split

Expected net income $9.4 million For the year ended January 31, 2026

Prior year net loss $1.1 million loss For the year ended January 31, 2025

Operating expenses (2026) $1,003,000 Total operating expenses for year ended January 31, 2026

Operating expenses (2025) $1,025,000 Total operating expenses for year ended January 31, 2025

Non-recurring gains $10.4 million Gains on debt settlement and debt forgiveness aggregated for the year ended January 31, 2026

Key Terms

Rule 12b-25, FINRA Rule 6490, reverse stock split, CUSIP, +1 more

5 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

FINRA Rule 6490 regulatory

"processed documentation relating to a corporate action pursuant to FINRA Rule 6490"

reverse stock split financial

"The corporate action consists of a 1-for-25 reverse stock split of the Company’s common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

CUSIP market

"will result in a change to the Company’s CUSIP number"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

debt forgiveness financial

"gains on debt settlement and debt forgiveness aggregating approximately $10.4 million"

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 000-54803

☒   Form 10-K ☐   Form 20-F ☐   Form 11-K ☐   Form 10-Q ☐   Form 10-D ☐   Form N-SAR ☐   Form N-CSR

For period ended: January 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: Not Applicable

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:  Not Applicable

PART I - REGISTRANT INFORMATION

Full Name of Registrant: Eco Science Solutions Inc.

Address of Principal Executive Office (Street and Number):

300 S. El Camino Real #206

San Clemente CA 92672

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.

☒	(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-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 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

Eco Science Solutions, Inc. (the “Company”) is unable to file its Form 10-K for the year ended January 31, 2026 within the prescribed time period without unreasonable effort or expense due to the timing of a pending corporate action and the need to incorporate its impact into the Company’s financial statements and disclosures.

The Company has received confirmation that the Financial Industry Regulatory Authority (“FINRA”) has processed documentation relating to a corporate action requested by the Company pursuant to FINRA Rule 6490. Such processing does not constitute approval or disapproval by FINRA and should not be construed as such, nor does it reflect a determination regarding the Company’s compliance with applicable regulatory requirements.

The corporate action consists of a 1-for-25 reverse stock split of the Company’s common stock, which will result in a change to the Company’s CUSIP number. The current CUSIP will be replaced upon effectiveness of the action. The Daily List announcement date is expected to be May 1, 2026, with a market effective date of May 4, 2026.

Additional time is required for management to evaluate and reflect the impact of this corporate action, including the revised capital structure, share data, and related disclosures, in the Company’s Form 10-K and audited consolidated financial statements for the year ended January 31, 2026.

The Company expects to file its Form 10-K within the time period prescribed under Rule 12b-25.

PART IV - OTHER INFORMATION

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

Michael Rountree		(833)		464-3726
(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.

For the year ended January 31, 2026, the Company expects to report net income of approximately $9.4 million, compared to a net loss of approximately $1.1 million for the year ended January 31, 2025.

Total operating expenses for the year ended January 31, 2026 were approximately $1,003,000, compared to approximately $1,025,000 for the year ended January 31, 2025, reflecting that operating expenses remained substantially consistent period over period, with only a modest decrease year over year.

The change in overall results is primarily attributable to non-recurring gains recognized during the year, including gains on debt settlement and debt forgiveness aggregating approximately $10.4 million. These gains arose from transactions in which outstanding liabilities were extinguished through negotiated settlements and the issuance of equity instruments.

Excluding these non-recurring items, the Company continued to incur operating losses, reflecting ongoing legal, administrative, and development-related expenditures and the absence of revenue-generating operations during the period.

2

Eco Science Solutions 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: May 1, 2026	By:	/s/ Michael Rountree
		Michael Rountree CEO, CFO, COO, President, Secretary and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer)

3

FAQ

Why did Eco Science Solutions (ESSI) file a Form 12b-25?

They filed to notify the SEC they cannot timely file the Form 10-K due to a pending corporate action. Management needs time to reflect a 1-for-25 reverse stock split and related CUSIP change in audited financials before filing.

When will ESSI's reverse stock split become effective?

The company expects a Daily List announcement on May 1, 2026 and a market effective date of May 4, 2026. These dates were disclosed as the expected announcement and the market effectiveness for the 1-for-25 split.

How did ESSI's results for the year ended January 31, 2026 compare to prior year?

For the year ended January 31, 2026, the company expects net income of approximately $9.4 million versus a net loss of about $1.1 million the prior year. The change is attributed mainly to non-recurring gains on debt settlement and forgiveness.

What drove ESSI's reported improvement to ~$9.4M net income?

The improvement is primarily from non-recurring gains totaling approximately $10.4 million from debt settlement and forgiveness. Excluding these items, the company continued to incur operating losses and lacked revenue-generating operations.

What were ESSI's operating expenses for the fiscal year ended January 31, 2026?

Total operating expenses were approximately $1,003,000 for the year ended January 31, 2026 compared to approximately $1,025,000 the prior year. The filing describes expenses as substantially consistent period over period.