GRVE delays Q3 2025 10-Q, files Form 12b-25 notice

Rhea-AI Filing Summary

Groove Botanicals Inc. (GRVE) filed a Form 12b-25 to notify investors that its Form 10-Q for the three- and six-month periods ended September 30, 2025 will be late. The company states it cannot file the quarterly report on time without unreasonable effort or expense because of delays in completing procedures related to its quarter-end reporting process. Groove Botanicals indicates that, consistent with Rule 12b-25, it expects to file the delayed Form 10-Q on or before the fifth calendar day following the original due date.

Insights

SEC reporting and disclosure analyst

Groove Botanicals reports a short administrative delay in filing its Q3 2025 Form 10-Q under Rule 12b-25.

Groove Botanicals Inc. has filed a Form 12b-25 indicating its Form 10-Q for the three- and six-month periods ended September 30, 2025 will not be filed by the prescribed due date. The stated reason is a delay in completing procedures related to the company’s quarter-end reporting process, which it says would require unreasonable effort or expense to finish in time.

By using Rule 12b-25, the company is signaling that it expects to file the Form 10-Q within the standard extension window, which for a quarterly report is on or before the fifth calendar day following the original deadline. The notice does not provide financial figures or describe anticipated changes in results, so the impact on the business or performance cannot be assessed from this information alone.

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: 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: 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 six-month periods ended September 30, 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.

2

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: November 17, 2025	By:	/s/ Kent Rodriguez
		Kent Rodriguez, CEO

3

FAQ

Why did Groove Botanicals Inc. (GRVE) file a Form 12b-25?

Groove Botanicals Inc. filed a Form 12b-25 to notify that its Form 10-Q for the periods ended September 30, 2025 will be late due to delays in completing procedures related to its quarter-end reporting process, which it says cannot be resolved without unreasonable effort or expense.

Which filing by Groove Botanicals Inc. (GRVE) is delayed?

The delayed filing is Groove Botanicals Inc.’s Form 10-Q for the three- and six-month periods ended September 30, 2025.

When does Groove Botanicals Inc. expect to file the delayed Form 10-Q?

Groove Botanicals Inc. indicates that, under Rule 12b-25, the delayed Form 10-Q will be filed on or before the fifth calendar day following the prescribed due date for the quarterly report.

What reason did Groove Botanicals Inc. give for the late Form 10-Q?

The company states it is unable to file the Form 10-Q on time due to delays in completing the procedures relating to its quarter-end reporting process, and that filing on time would require unreasonable effort or expense.

Does Groove Botanicals Inc.’s notice describe changes in its results of operations?

The notice explains the timing delay and its cause but does not provide financial results or quantify changes in operations for the periods ended September 30, 2025.

Who signed Groove Botanicals Inc.’s Form 12b-25 for the late Form 10-Q?

The Form 12b-25 was signed on behalf of Groove Botanicals Inc. by Kent Rodriguez, CEO, dated November 17, 2025.