Ethema Health delays 2025 Form 10-K, cites review work

Ethema Health Corporation notified the SEC it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025 and submitted a Form 12b-25 (NT 10-K) claiming it needs additional time to compile and review certain financial information.

Rhea-AI Filing Summary

Ethema Health Corporation notified the SEC it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025 and submitted a Form 12b-25 (NT 10-K) claiming it needs additional time to compile and review certain financial information. The company expects to file the Annual Report within the 15-calendar-day extension period provided by Rule 12b-25. The notice was signed by Shawn E. Leon on April 13, 2026.

Key Figures

Fiscal period ended: December 31, 2025 Extension period: 15-calendar-day extension Contact telephone: (416) 500 0020 +1 more

4 metrics

Fiscal period ended December 31, 2025 Form 10-K fiscal year end

Extension period 15-calendar-day extension Rule 12b-25 relief period following the prescribed due date

Contact telephone (416) 500 0020 Contact for notification: Shawn E. Leon

Signature date April 13, 2026 Date the Form 12b-25 was signed by CEO Shawn E. Leon

Key Terms

Rule 12b-25, Form 12b-25 (NT 10-K), prescribed due date

3 terms

Rule 12b-25 regulatory

"expects to file within the fifteen day extension period provided under 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.

Form 12b-25 (NT 10-K) regulatory

"NOTIFICATION OF LATE FILING Check One | [X] | Form 10-K"

prescribed due date regulatory

"will be filed on or before the fifteenth calendar day following the prescribed due date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ethema Health (GRST) file with the SEC?

Ethema Health filed a Form 12b-25 notifying a late Form 10-K filing. The notice states the company cannot file the Annual Report for the year ended December 31, 2025 without additional time and expects to use the 15-calendar-day extension under Rule 12b-25.

How long is Ethema Health's filing extension under Rule 12b-25?

The company expects to file within the 15-calendar-day extension period provided by Rule 12b-25. The notice specifically cites the fifteenth calendar day following the prescribed due date as the anticipated deadline for the Form 10-K.

Why cannot Ethema Health file its 2025 Form 10-K on time?

The company reports it cannot file without unreasonable effort or expense because it is still compiling and reviewing required financial information. The narrative states this work prevents a timely and accurate filing and no estimate of completion time is given beyond the 15‑day extension.

Has Ethema Health filed other required reports in the past 12 months?

Yes. The notice affirms that all other periodic reports required under Sections 13 or 15(d) were filed during the preceding 12 months. This response is marked Yes in Part IV, question (2) of the notification.

Who signed the Form 12b-25 for Ethema Health and when?

The notification was signed by Shawn E. Leon, Chief Executive Officer, on April 13, 2026. Contact information listed for the company includes a telephone number for Mr. Leon.

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

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Accepted by SEC EDGAR 04/13/2026 - 02:50 PM EDT Learn about SEC filing dates

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12B-25

COMMISSION FILE NUMBER: 000-53488

NOTIFICATION OF LATE FILING

Check One:

	[X]	Form 10-K
	[ ]	Form 20-F
	[ ]	Form 11-K
	[ ]	Form 10-Q
	[ ]	Form 10-D
	[ ]	Form N-SAR
	[ ]	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
	[ ]	Transition Report on Form N-SAR

For the Transition Period Ended: N/A

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:  N/A

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PART I.                      REGISTRANT INFORMATION.

The registrant is Ethema Health Corporation (the “Company”).  The address of the Company’s principal executive office is 950 Evernia Street, West Palm Beach, Florida 33401

PART II.                      RULES 12B-25 (B) AND (C)

If the subject report could not be filed without unreasonable effort or expense and the Company seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)

[X]          (a)           The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[X]         (b)          The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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

The Company is unable to file its Annual Report on Form 10-K for its fiscal year ended December 31, 2025 by the prescribed date without unreasonable effort or expense because the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate report on the Company’s financial condition. The Company believes that the Annual Report will be completed and filed within the fifteen day extension period provided under Rule 12b-25 of 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:

  Shawn E. Leon                                                      (416) 500 0020

(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 Company was required to file such report(s) been filed? If the answer is no, identify report(s).

[X]  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 to be included in the subject report or portion thereof?

[ ]Yes                                           [X] No

The Company is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2025 because the Company is still compiling and reviewing information to complete the annual review of the financial statements for that period and the Company is unable to give an estimate at this time. The Company anticipates that the Annual Report on Form 10-K will be filed on or before the deadline. 

 2

Ethema Health Corporation has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

	ETHEMA HEALTH CORP.
Dated:  April 13, 2026	By:	/s/ Shawn E. Leon
		Shawn E. Leon
		Chief Executive Officer

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