LFTD PARTNERS delays 10-K after hemp law impact

LFTD PARTNERS INC. notified the SEC it will file its Form 10-K late under Rule 12b-25 and expects to file within the allowable extension period.

Rhea-AI Filing Summary

LFTD PARTNERS INC. notified the SEC it will file its Form 10-K late under Rule 12b-25 and expects to file within the allowable extension period. The company cites accounting work needed to address comments from its independent registered public accounting firm and related EDGARization issues.

The filing explains that H.R. 5371’s nationwide ban on intoxicating hemp-derived consumable products (effective language dated November 12, 2026) could “in all likelihood” have a devastating impact on the business, noting hemp-derived products represented approximately 52% of Lifted’s sales for the year ended December 31, 2025. The company recorded goodwill impairment charges that reduced the carrying value of Lifted goodwill of $22,292,767 and Oculus goodwill of $800,027 to zero, and recorded an impairment reducing its $399,200 investment in Ablis to zero.

Positive

• None.

Negative

• Hemp-related sales exposure: hemp-derived products represented approximately 52% of Lifted’s sales for the year ended December 31, 2025, creating concentrated legislative risk
• Large goodwill impairment: Lifted goodwill of $22,292,767 and Oculus goodwill of $800,027 were written down to $0
• Investment write-down: the $399,200 investment in Ablis was impaired to $0

Insights

Restructuring / Accounting Expert

Significant impairment charges reflect an immediate accounting recognition of reduced cash‑flow expectations.

The company recorded a goodwill impairment of $22,292,767 (Lifted) and $800,027 (Oculus), and wrote its $399,200 investment in Ablis to zero as of December 31, 2025. Those entries indicate management concluded future cash flows from the related businesses no longer support prior carrying values.

Key dependencies include final audit clearance and any legislative developments affecting hemp regulations; subsequent filings will establish whether additional valuation adjustments, contingent liabilities, or restatements are required.

Cannabis / Hemp Industry Analyst

Approximate loss of half of product sales signals material operational exposure to federal hemp policy.

Management states hemp-derived products comprised approximately 52% of Lifted’s sales for the year ended December 31, 2025, and that provisions in H.R. 5371 could eliminate about half or more of company revenue. That scale of potential revenue loss is a material business risk.

Watch for the Form 10-K to disclose quantified revenue trends, impairment methodologies, and any mitigation plans; legislative action between now and the Act’s provisions could materially change the outlook.

Key Figures

Hemp-derived sales share: 52% of Lifted sales Lifted goodwill impairment: $22,292,767 Oculus goodwill impairment: $800,027 +1 more

4 metrics

Hemp-derived sales share 52% of Lifted sales year ended December 31, 2025

Lifted goodwill impairment $22,292,767 written down to $0 as of December 31, 2025

Oculus goodwill impairment $800,027 written down to $0 as of December 31, 2025

Ablis investment $399,200 original purchase (4.99% stake) written down to $0 as of December 31, 2025

Key Terms

Form 12b-25, goodwill impairment, hemp-derived consumable products

3 terms

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.

goodwill impairment financial

"recorded a goodwill impairment charge on the Lifted Goodwill"

Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.

hemp-derived consumable products technical

"bans intoxicating hemp-derived consumable products nationally"

FAQ

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

Why did LIFD file a Form 12b-25 for its 10-K?

Because the company needed additional time to finalize accounting schedules and address auditor comments. The registrant states accounting records and EDGARization changes related to auditor comments required effort and expense, and it expects to file within the permitted extension period.

How large were LFTD’s goodwill impairments?

LFTD recorded goodwill impairments reducing Lifted goodwill by $22,292,767 and Oculus goodwill by $800,027. These charges reduced the carrying values of both goodwill balances to zero as of December 31, 2025.

What portion of revenue is exposed to hemp-derived products at LFTD?

Approximately 52% of Lifted’s sales for the year ended December 31, 2025 were hemp-derived products. Management notes the Act could eliminate roughly half or more of the company’s revenue tied to those products.

Did LFTD write down other investments related to hemp?

Yes. LFTD recorded an impairment reducing its $399,200 investment in Ablis to zero as of December 31, 2025, reflecting the company’s assessment of diminished recoverable value.

Will the 10-K be filed and when?

Yes; LFTD states it expects to file the Form 10-K within the allowable extension period provided by Rule 12b-25. The company indicated it will use the extension window to complete audited financial statements and EDGARize the filing.

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

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Accepted by SEC EDGAR 03/31/2026 - 06:03 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

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

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

Full name of registrant:

LFTD PARTNERS INC.

Former name if applicable:

Address of principal executive office (Street and number):

14155 Pine Island Drive

City, State and Zip Code:

Jacksonville, Florida 32224

PART II – RULE 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)

[x]The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense 

[x]The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 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 

[ ]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 was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to EDGARize changes in connection with comments from its independent registered public accounting firm and/or their concurrent reviewer. It is anticipated that the Form 10-K, along with the reviewed financial statements, will be filed within the five (5) day extension period.

PART IV – OTHER INFORMATION

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

	Gerard M. Jacobs, CEO	(847) 915-2446
	(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).  

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

[X]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.

LFTD PARTNERS INC.

(Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

By:	/s/ Gerard M. Jacobs
Name:	Gerard M. Jacobs
Title:	CEO

Date: March 31, 2026

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).

ATTACHMENT

PART IV(3)

On November 12, 2025, President Trump signed into law H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Act”), which makes continuing appropriations and extensions for fiscal year 2026, and which also bans intoxicating hemp-derived consumable products nationally on November 12, 2026. It is unknown to the Company whether or not the sections of the Act that impact the hemp industry will ultimately go into effect on November 12, 2026, or if those sections will be replaced, impacted or amended by subsequent acts of Congress. However, the Act in all likelihood will have a devastating impact on the Company and the price of its common stock. The material adverse effects of the Act cannot be overstated; these material adverse effects include, but are not limited to, the following:

a)The elimination of half or more of Lifted’s sales. Sales of hemp-derived products made up approximately 52% of Lifted’s sales during the year ended December 31, 2025; thus, the Act could eliminate approximately half or more of the Company’s revenue; 

b)Goodwill impairment charges. As a result of LFTD Partners’ acquisition of Lifted, LFTD Partners recognized goodwill of $22,292,767 (“Lifted Goodwill”). As a result of Lifted’s purchase of assets of hemp-derived products maker Oculus CRS, LLC, and merger with Oculus CHS Management Corp., LFTD Partners recognized goodwill of $800,027 (“Oculus Goodwill”). The Act necessitated the calculation and recording of an impairment charge on the Lifted Goodwill and Oculus Goodwill. As of December 31, 2025, LFTD Partners recorded a goodwill impairment charge on the Lifted Goodwill and Oculus Goodwill, reducing the carrying value of both to $0. 

c)An investment impairment charge. The Act necessitated the calculation and recording of an impairment of LFTD Partners’ investment in hemp-derived beverage and products maker Ablis. On April 30, 2019, LFTD Partners purchased 4.99% of the common stock of Ablis for $399,200. As of December 31, 2025, LFTD Partners recorded an impairment charge on its investment in Ablis, reducing the carrying value of the investment to $0.