Patriot Gold Corp. (PGOL) notifies SEC of delayed 2025 Form 10-K filing

Rhea-AI Filing Summary

Patriot Gold Corp. submitted a Form 12b-25 notifying the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because additional time, resources and effort are required to complete financial close and reporting procedures. The company states it expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

Key Figures

SEC File Number: 000-32919 Fiscal period end: December 31, 2025 Grace period: 15 calendar days +1 more

4 metrics

SEC File Number 000-32919 Form 12b-25 cover line

Fiscal period end December 31, 2025 Form 10-K period referenced in the notification

Grace period 15 calendar days Will file no later than the fifteenth calendar day following the prescribed due date

Contact telephone (702) 456-9565 Trevor Newton, President

Key Terms

Form 10-K, Rule 12b-25, prescribed due date

3 terms

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

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.

prescribed due date regulatory

"fifteenth calendar day following the prescribed due date"

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 000-32919

(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:      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: ____________________

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

PATRIOT GOLD CORP.

Full Name of Registrant

Former Name if Applicable

401 Ryland St., Ste.180

Address of Principal Executive Office (Street and Number)

Reno, Nevada 89502

City, State and Zip Code

1

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-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
	(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 the reasons 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.

Patriot Gold Corp., a Nevada corporation (the “Company”), was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) by the prescribed deadline because additional time, resources and effort are required to complete work related to the Company’s financial reporting and close procedures. The Company expects to file its Form 10-K as soon as possible, but no later than the fifteenth calendar day following the prescribed due date of the Form 10-K.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Trevor Newton, President		702		456-9565
	(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

PATRIOT GOLD 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:   March 31, 2026 By: /s/ Trevor Newton                        
Name: Trevor Newton
Title: President

3

FAQ

Why did Patriot Gold Corp. (PGOL) file Form 12b-25?

Patriot Gold filed Form 12b-25 because it required additional time, resources and effort to complete financial close and reporting procedures for the fiscal year ended December 31, 2025. The company cited inability to file without unreasonable effort or expense.

When does PGOL expect to file the delayed Form 10-K?

The company expects to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 no later than the fifteenth calendar day following the prescribed due date, per the notification.

Who is the contact for this Form 12b-25 filing from PGOL?

The contact listed is Trevor Newton, President, with telephone (702) 456-9565. Investors and regulators may use this contact for follow-up about the late filing and related questions.

Does the Form 12b-25 indicate material changes to PGOL's results?

The notification answers the question about significant changes with a choice of Yes or No but provides no quantitative change. The filing does not include an attached narrative quantifying any anticipated change in results.

What does filing a Form 12b-25 mean for PGOL's compliance status?

Filing Form 12b-25 is a formal SEC notice that the company could not file on time and is seeking additional days permitted under Rule 12b-25; it does not itself extend the filing deadline beyond the allowed grace period.