Groove Botanicals (GRVE) files notice of late Form 10-Q

Rhea-AI Filing Summary

Groove Botanicals Inc. filed a notice that it will be late filing its Form 10-Q for the three and nine-month periods ended December 31, 2025. The company states it cannot complete the quarter-end reporting procedures in time without unreasonable effort or expense.

Groove Botanicals indicates it is relying on Rule 12b-25, which allows up to five additional calendar days beyond the original due date to file a quarterly report.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 000-23476

☐ 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
	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: Groove Botanicals Inc.

Address of Principal Executive Office (Street and Number):

310 Fourth Avenue South, Suite 700

Minneapolis, MN 55415

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

Groove Botanicals Inc. is unable to file its Form 10-Q for the three and nine-month periods ended December 31, 2025 in a timely manner without unreasonable effort or expense due to delays in completing the procedures relating to its quarter-end reporting process.

PART IV - OTHER INFORMATION

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

	Kent Rogriguez		(612)		315-5068
	(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.

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Groove Botanicals 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: February 17, 2026	By:	/s/ Kent Rodriguez
		Kent Rodriguez, CEO

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FAQ

Why is Groove Botanicals (GRVE) delaying its Form 10-Q filing?

Groove Botanicals is delaying its Form 10-Q because it cannot complete its quarter-end reporting procedures on time without unreasonable effort or expense. The company cited delays in finishing these procedures as the reason for using the Rule 12b-25 extension.

Which period does Groove Botanicals’ late Form 10-Q cover?

The late Form 10-Q for Groove Botanicals covers the three and nine-month periods ended December 31, 2025. This means the delay affects the company’s quarterly and year-to-date financial information through that date as reported in the upcoming Form 10-Q.

How long an extension does Groove Botanicals (GRVE) get for its late Form 10-Q?

Under Rule 12b-25, Groove Botanicals indicates its Form 10-Q will be filed within five calendar days after the original due date. This automatic short extension is allowed when the company meets the conditions described in the notification.

What rule is Groove Botanicals relying on for its late Form 10-Q?

Groove Botanicals is relying on SEC Rule 12b-25, which allows extra time to file periodic reports when timely filing is not possible without unreasonable effort or expense. The company states it plans to use this relief for its Form 10-Q.

Does Groove Botanicals (GRVE) mention problems with past SEC reports?

The notification asks whether all other required periodic reports in the past 12 months have been filed, but the excerpt does not include any listed missing reports. No additional delinquent filings are specifically described in the provided content.

Who signed Groove Botanicals’ late filing notification?

The late filing notification for Groove Botanicals was signed by Kent Rodriguez, the company’s CEO. The signature confirms that the company is formally requesting the brief extension for its Form 10-Q under SEC Rule 12b-25.