Karbon-X (KARX) notifies SEC of late 10-Q filing; signature April 13, 2026

Rhea-AI Filing Summary

Karbon-X Corp. filed a Form 12b-25 notification stating it could not timely file its periodic report for the fiscal period ended February 28, 2026 because of delays in completing its financial statements. The company signed the notification on April 13, 2026.

Key Figures

Commission File Number: 000-56288 Period Ended: February 28, 2026 Notification Signature Date: April 13, 2026 +2 more

5 metrics

Commission File Number 000-56288 cover line of the Form 12b-25

Period Ended February 28, 2026 fiscal period the delayed report covers

Notification Signature Date April 13, 2026 date the Form 12b-25 was signed by CEO Chad Clovis

Company Address - Postal Code T2P 0M2 Karbon-X principal executive offices in Calgary, Alberta

Contact Phone (formatted) 713-888-0040 telephone number listed in the notification

Key Terms

Rule 12b-25, Form 12b-25, Form 10-Q

3 terms

Rule 12b-25 regulatory

"If the subject report 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.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-Q financial

"delayed in filing its Form 10-Q for the fiscal quarter then ended"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-56288

(Check One): ☐ Form 10-K ☐  Form 20-F ☐  Form 11-K ☒  Form 10-Q ☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR

	For Period Ended: February 28, 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
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Attached Instruction Sheet 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

Karbon-X Corp.

Full Name of Registrant

Former Name if Applicable

1720 54- 5 Ave SW

Address of Principal Executive Offices (Street and Number)

Calgary, Alberta Canada T2P 0M2

City, State and Zip Code

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 appropriate box)

☒	(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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant has experienced delays in completing its financial statements for the fiscal year ended February 28, 2026.  As a result, the registrant is delayed in filing its Form 10-Q for the fiscal quarter then ended.

PART IV

OTHER INFORMATION

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

	M Richard Cutler		713		888-0040
	(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 the 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

Karbon-X Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 13, 2026	By:	/s/ Chad Clovis
		Chad Clovis, Chief Executive Officer

3

FAQ

What does Karbon-X (KARX) say caused the late 10-Q filing?

Karbon-X cites delays in completing its financial statements for the fiscal year ended February 28, 2026. The company states these delays prevented timely filing of the Form 10-Q for the quarter then ended, per the Form 12b-25 narrative.

When did Karbon-X file the Form 12b-25 notifying of the late 10-Q?

Karbon-X executed the Form 12b-25 notification on April 13, 2026. That signature date is provided on the notification and marks the company's formal notice of the anticipated late periodic filing.

Will Karbon-X file the delayed Form 10-Q within the relief period?

The notification checks Rule 12b-25 relief options, indicating the company seeks time to complete statements. The Form 12b-25 text does not state an exact filing date for the 10-Q within the relief window.

Does the filing say whether other periodic reports are current for KARX?

The notification includes the standard question about other periodic reports; the form marks that all required reports in the prior 12 months have been filed. No past missing reports are identified in the provided excerpt.

Who signed the late-filing notification for Karbon-X (KARX)?

The Form 12b-25 was signed by Chad Clovis, Chief Executive Officer, on behalf of Karbon-X Corp. The signature block shows the April 13, 2026 execution date and the named officer.