[NT 10-Q] PetMed Express, Inc. SEC Filing

Rhea-AI Filing Summary

PetMed Express, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 because the company's Audit Committee investigation described in a Current Report filed July 1, 2025 remains incomplete.

The company says completion of that investigation is required to finish and file its Annual Report for the fiscal year ended March 31, 2025, which must be filed before the 10-Q. PetMed indicates a significant change in results is anticipated but cannot reasonably estimate amounts at this time. Contact: Robert Lawsky, General Counsel.

Positive

• Audit Committee is conducting an investigation and working diligently to complete its review, as stated in the filing.
• Company provided formal disclosure via Form 12b-25 and supplied a named contact (Robert Lawsky, General Counsel) and telephone number.

Negative

• Failure to file Form 10-Q for the quarter ended June 30, 2025 as required.
• Annual Report for fiscal year ended March 31, 2025 has not been filed, per the notification.
• Delay is due to an Audit Committee investigation described in a Current Report filed July 1, 2025, creating uncertainty about results.
• Company anticipates a significant change in results for the period but cannot provide a reasonable estimate at this time.

Insights

Financial Analyst

TL;DR: Missed filings and an open Audit Committee investigation are material negatives for transparency and could signal financial or disclosure issues.

The company filed a Form 12b-25 notifying investors it cannot file its Form 10-Q for the quarter ended June 30, 2025 because an Audit Committee investigation (noted in a Current Report on July 1, 2025) is unfinished. Completion of that probe is also required to prepare the Annual Report for the fiscal year ended March 31, 2025. The registrant explicitly states it anticipates a significant change in results but cannot provide an estimate, which increases uncertainty for stakeholders and may affect comparability of interim results.

Corporate Governance Expert

TL;DR: An Audit Committee-led review delaying core filings raises governance and disclosure concerns that investors should note.

The filing shows the Audit Committee is actively investigating matters described in a Current Report filed July 1, 2025, and that the company is delaying both its annual and quarterly filings until that work is complete. While the company reports the committee is working diligently, the inability to file required reports and the admission of an anticipated significant change in results highlight oversight and control issues that could have material implications for reported financials and regulatory compliance.

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    ☒  Form 10-Q ☐  Form 10-D     ☐  Form N-CEN     ☐  Form N-CSR
						For Period Ended: June 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
						☐  Transition Report on Form N-SAR
						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 related to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION

PetMed Express, Inc.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

420 South Congress Avenue

 (Address of Principal Executive Office (Street and Number))

Delray Beach, Florida 33445

(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 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.

PetMed Express, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) within the prescribed time period without unreasonable effort or expense because the Company requires additional time for the Audit Committee of the Company’s Board of Directors to complete its investigation described in the Current Report on Form 8-K previously filed by the Company on July 1, 2025. The completion of the investigation is necessary in order for the Company to complete and file its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”), which must be filed before the Form 10-Q can be filed. The Audit Committee is working diligently to complete its investigation so that the Company can file its Form 10-K as soon as practicable.

PART IV — OTHER INFORMATION

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

Robert Lawsky

561

526-4444

(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     The Company has not yet filed its Annual Report on Form 10-K for year ended March 31, 2025.
(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.

The Company is unable to provide a reasonable estimate of the results of operations for the quarter ended June 30, 2025 at this time because of the delay described in Part III of this Form 12b-25 and the Company’s focus on completion and filing of the Form 10-K.

PetMed Express, 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: August 11, 2025			By:			/s/ Robert Lawsky
						Name:			Robert Lawsky
						Title:			General Counsel

FAQ

Why did PetMed Express (PETS) file a Form 12b-25?

The company stated it cannot timely file its Form 10-Q for the quarter ended June 30, 2025 because the Audit Committee's investigation (described in a Current Report filed July 1, 2025) remains incomplete.

Has PETS filed its Annual Report for the fiscal year ended March 31, 2025?

No. The Form 12b-25 states the company has not yet filed its Annual Report for the fiscal year ended March 31, 2025.

Does PetMed expect a material change in results for the quarter ended June 30, 2025?

Yes. The company checked Yes that a significant change in results is anticipated, but said it cannot provide a reasonable estimate due to the ongoing investigation and filing delays.

Who is the contact for this notification?

The contact listed is Robert Lawsky, General Counsel, telephone (561) 526-4444.

When was the Form 12b-25 signed?

The notification was signed on August 11, 2025 by Robert Lawsky, General Counsel.