Strategic Environmental (SENR) delays FY2025 10-K, cites auditor work unfinished

Rhea-AI Filing Summary

Strategic Environmental & Energy Resources, Inc. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025 because its independent registered public accounting firm has not completed audit procedures. The company cites limited accounting staff and resources and states it does not expect to file within the 15-calendar-day extension provided by Rule 12b-25; no expected filing date is provided.

Key Figures

Fiscal year end: December 31, 2025 Audit completion date missed: March 31, 2026 Rule 12b-25 extension: 15 calendar days +1 more

4 metrics

Fiscal year end December 31, 2025 fiscal year ended

Audit completion date missed March 31, 2026 auditor unable to render opinion by this date

Rule 12b-25 extension 15 calendar days statutory extension for annual reports

CUSIP 86271N 10 0 identifier on the form cover

Key Terms

Rule 12b-25, Public Company Accounting Oversight Board, independent registered public accounting firm, Form 10-K

4 terms

Rule 12b-25 regulatory

"will be filed on or before the fifteenth calendar day following the prescribed due date"

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.

Public Company Accounting Oversight Board regulatory

"in accordance with the standards of the Public Company Accounting Oversight Board"

An independent oversight body that inspects and sets rules for the firms that audit public companies’ financial statements, ensuring those audits are thorough and trustworthy. Like a building inspector checking that a structure is safe, it helps investors rely on reported profits and debts by reducing the chance of sloppy or fraudulent audits; stronger oversight can raise investor confidence and affect how the market values a company.

independent registered public accounting firm financial

"Our registered public accounting firm was unable to complete its audit procedures"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Form 10-K regulatory

"could not be filed within the prescribed time period"

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54987

	(Check One):	☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q	CUSIP NUMBER 86271N 10 0
		☐ Form 10-D ☐ Form N-CEN ☐ 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:

Read Instructions (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

Strategic Environmental & Energy Resources, Inc.

1500 N Grant St

Suite C

Denver, CO 80203

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 the 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. (Attach extra sheets if needed.)

Strategic Environmental & Energy Resources, Inc. (the “Company”) and its independent registered public accounting firm, require additional time to complete the audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, in accordance with the standards of the Public Company Accounting Oversight Board. Our registered public accounting firm was unable to complete its audit procedures and complete its supporting documentation and render its opinion by March 31, 2026. The delays are due to limited accounting and finance staff of the Company, and limited resources to maintain a reasonable payable with our auditors.

The Company does not expect to file its Quarterly Report on Form 10-K for the fiscal year ended December 31, 2025 within the extension period of 15 calendar days as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As the fiscal year audit is still pending, we do not have an expected filing date at the time of this filing. The Company does not expect any changes to previously reported financial results.

PART IV — OTHER INFORMATION

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

	J John Combs III		(720)		460-3522
	(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.

Strategic Environmental & Energy Resources, 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: March 31, 2026	By	/s/ J John Combs III
		J John Combs III
		Chief Executive Officer, Secretary (Executive Officer)

FAQ

Why did Strategic Environmental (SENR) file a Form 12b-25?

The company filed because its independent auditor could not complete audit procedures by the due date. The delay is tied to limited accounting and finance staff and constrained resources to manage payables with auditors.

Does the Form 12b-25 state when SENR will file the Form 10-K?

No. The company states it does not have an expected filing date. It also says it will not meet the 15-calendar-day extension under Rule 12b-25 and provided no alternative date.

Will SENR’s reported financial results change because of the delay?

The company states it does not expect any changes to previously reported financial results. The filing ties the delay to audit completion, not to revisions of prior results.

What specific audit standard or oversight is referenced in SENR’s notice?

The notice states the audit work is being completed in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), and the auditor was unable to finish procedures and supporting documentation by March 31, 2026.

What extension timeframe is mentioned in the Form 12b-25 for annual reports?

The filing cites the Rule 12b-25 procedure, which allows a 15-calendar-day extension for annual reports, and explicitly states the company does not expect to file within that extension period.