Global AI (NASDAQ: GLAI) delays 10-K filing after auditor resignation

Rhea-AI Filing Summary

Global AI, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 by the March 31, 2026 due date because its independent registered public accounting firm resigned on March 24, 2026. The company engaged a new auditor and intends to file the 10-K as soon as practicable, and will seek the 15‑day extension provided by Rule 12b-25.

The company also states it expects a significant change in results for the period due to higher operating expenses, including increased research and development and go-to-market investments, which are expected to increase operating loss and net loss versus the prior year.

Key Figures

Fiscal period: December 31, 2025 Original 10-K due date: March 31, 2026 Auditor resignation date: March 24, 2026 +2 more

5 metrics

Fiscal period December 31, 2025 year ended

Original 10-K due date March 31, 2026 prescribed filing date

Auditor resignation date March 24, 2026 independent registered public accounting firm resigned

Form 8-K filing date (referenced) March 26, 2026 current report previously filed

Rule 12b-25 extension length 15 calendar days extension period under Rule 12b-25

Key Terms

Rule 12b-25, independent registered public accounting firm, Annual Report on Form 10-K

3 terms

Rule 12b-25 regulatory

"will make every effort to file the Annual Report within the 15-day extension period afforded by SEC Rule 12b-25"

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.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm resigned from its position on March 24, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Report on Form 10-K regulatory

"unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number:	3235-0058
	Expires:	April 30, 2025
	Estimated average burden hours per response ....……..2.50
	SEC FILE NUMBER
	333-163439
	CUSIP NUMBER

(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: December 31, 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

Global AI, Inc.

Full Name of Registrant

Former Name if Applicable

110 Front Street, Suite 300

Address of Principal Executive Office (Street and Number)

Jupiter, FL 33477

City, State and Zip Code

SEC 1344 (06-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

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 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-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 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-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Global AI, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026 filing date. As previously disclosed by the Company in its current report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2026, the Company’s independent registered public accounting firm resigned from its position on March 24, 2026 due to reasons unrelated to the Company. The Company subsequently engaged a new independent registered public accounting firm. The Company intends to file the Annual Report as soon as practicable following the date hereof, and will make every effort to file the Annual Report within the 15-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

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

Laura Anthony, Esq.		(561)		433-6216
(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. The Company expects its results of operations for the period covered by the subject report to differ significantly from the corresponding period of the prior fiscal year. The anticipated change is primarily attributable to increased operating expenses, including higher research and development and go-to-market investments, which are expected to result in an increased operating loss and net loss compared to the prior-year period.

2 of 3

Global AI, 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 03/31/2026 By /s/ Darko Horvat

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.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1.	This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.	One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files.
3.	A manually signed copy of the Form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.	Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form shall be clearly identified as an amended notification.
5.	Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).
6.	Interactive data submissions. This Form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).

3 of 3

FAQ

Why did Global AI (GLAI) file a Form 12b-25?

Global AI filed because it cannot timely file its Form 10-K for the year ended December 31, 2025 due to its auditor resigning on March 24, 2026. The company engaged a new auditor and is pursuing the 15‑day extension under Rule 12b-25.

When does Global AI expect to file the delayed 10-K?

Global AI intends to file the Annual Report "as soon as practicable" and will make every effort to file within the 15-calendar-day extension afforded by SEC Rule 12b-25 following the prescribed due date.

Did Global AI disclose the cause of the auditor resignation?

The filing states the independent registered public accounting firm resigned on March 24, 2026 and that the resignation was for reasons "unrelated to the Company." No further cause is provided in the notification.

Will the delayed filing change Global AI's reported results?

Global AI states it expects results to differ significantly from the prior year due to higher operating expenses, notably increased research and development and go-to-market spending, which are expected to increase operating loss and net loss.