UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION OF LATE FILING
| (Check one): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
|
| |
X Form 10-Q |
☐ Form 10-D |
☐ Form N-CEN |
☐ Form N-CSR |
For Period Ended: November 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: _________________________________
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
Norris Industries, Inc.
Full Name of Registrant
Former Name if Applicable
102 Palo Pinto ST. suite
B
Address of Principal Executive Office (Street and Number)
Weatherford, Texas 76086
City, State and Zip Code
| SEC 1344 (06-19) | Potential persons who are to respond to the collection of information
contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
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 box if appropriate)
| (a) | The reason 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, Form 11-K,
Form N-CEN 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
State below in reasonable detail why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Norris Industries, Inc has determined
that it is unable to file its Quarterly Report on Form 10Q for the quarter ended November 30, 2025 within the prescribed time period without
unreasonable effort or expense. The Company requires additional time to complete its financial reporting close process, including the
evaluation of the classification of its Series A convertible Preferred Stock.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Patrick Norris |
|
337 |
|
367-2844 |
| (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.
Norris Industries,
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 January 14, 2026 |
|
By |
/s/ Patrick Norris CEO |
