Specificity (SPTY) delays 10-Q; identifies ~$121K liability understatement

Rhea-AI Filing Summary

Specificity, Inc. notified the SEC it cannot timely file its Form 10-Q for the period ended March 31, 2026. The company says unanticipated delays arose from adjustments to prior-year financials after opening three new bank accounts and a corporate credit card late in December 2025.

The company's preliminary analysis identifies an understatement of cash of approximately $200, an understatement of current liabilities of approximately $121,000 (including ~$100,000 in convertible debt and ~$21,000 in corporate credit card debt), an understatement of expenses of approximately $81,000, and an overstatement of equity of approximately $40,000. The company needs additional time to finalize its analysis and prepare adjustments to the opening balance sheet as of December 31, 2025.

Insights

Accounting Analyst

Late 10-Q due to bookkeeping and opening-balance adjustments from new banking relationships.

The filing states the company opened three bank accounts and a corporate credit card in December 2025 and failed to obtain statements, producing preliminary misstatements: cash $200, liabilities $121,000, expenses $81,000, equity $40,000.

Final adjustments will change the opening balance sheet as of December 31, 2025. Timing and cash-flow treatment are not provided in the excerpt; subsequent periodic filings should disclose corrected balances and the exact adjustments made.

Key Figures

Cash understatement: $200 Current liabilities understatement: $121,000 Convertible debt understatement: $100,000 +4 more

7 metrics

Cash understatement $200 preliminary understatement identified after new accounts (Dec 2025)

Current liabilities understatement $121,000 preliminary understatement tied to convertible debt and credit card balances

Convertible debt understatement $100,000 part of the $121,000 current liabilities understatement

Corporate credit card debt unrecorded $21,000 part of the $121,000 current liabilities understatement from new card activity

Expenses understatement $81,000 unrecorded bank and credit card activity from new accounts

Equity overstatement $40,000 attributed to Strata Agreement proceeds and recording differences

Notification date May 15, 2026 date the Form 12b-25 was signed

Key Terms

Rule 12b-25, Form 10-Q, convertible debt, Strata Agreement

4 terms

Rule 12b-25 regulatory

"The Registrant is unable to complete its preparation of its Form 10-Q"

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.

Form 10-Q regulatory

"unable to complete its preparation of its Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

convertible debt financial

"understatement of convertible debt by approximately $100,000"

A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.

Strata Agreement legal

"overstatementn of equity by approximately $40,000 due to correct actual Strata Agreement proceeds received"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

STATE OF INCORPORATION: NV

IDENTIFICATION NUMBER: 85-4017786

NOTIFICATION OF LATE FILING

(Check One)

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form N-CSR

☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ▪

For Period Ended:March 31, 2026

☐ 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

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: N/A

Part I - Registrant Information

Specificity, Inc.

Full Name of Registrant

Former Name if Applicable

8429 Lorraine Rd, Suite 377

Address of Principal Executive Office (Street & Number)

Lakewood Ranch, FL 34202

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-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 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to complete its preparation of its Form 10-Q for the period ended March 31, 2026, in a timely matter because of unanticipated delays related to completion of procedures to adjust prior year financials. The Company opened three new bank accounts and one new corporate credit card issued in late December 2025 as part of a transition in banking and lending relationships. The Registrant inadvertently failed to obtain the relevant bank and card statements and record the activity timely in its recently filed Form 10-K for the year ended December 31, 2025. The Registrant's analysis indicates an understatement of cash by approximately $200, an understatement of current liabilities by approximately $121,000 (principally related to an understatement of convertible debt by approximately $100,000 and unrecorded corporate credit card debt of approximately $21,000), an understatement of expenses by approximately $81,000 due to unrecorded bank and credit card activity from new accounts, and an overstatementnt of equity by approximately $40,000 due to correct actual Strata Agreement proceeds received. The Company requires additional time to finalize its analysis and prepare adjustments to Form 10-Q to reflect changes to its opening balance sheet as of December 31, 2025.

Part IV - Other Information

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

	Jason Wood		(813)		364-4744
	(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 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

☒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 earning 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 applicable, state the reasons why a reasonable estimate of the result cannot be made. 

Specificity, 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: May 15, 2026	By:	/S/ Jason Wood
		Jason Wood, Chief Executive Officer

FAQ

Why did Specificity, Inc. (SPTY) file a Form 12b-25 for its 10-Q?

The company filed because it could not complete its Form 10-Q for the period ended March 31, 2026 due to delays in adjusting prior-year financials after opening new bank accounts and a corporate credit card in December 2025.

What misstatements did Specificity, Inc. disclose in the notification?

The company reported preliminary amounts: cash understated ~$200, current liabilities understated ~$121,000, expenses understated ~$81,000, and equity overstated ~$40,000 tied to unrecorded bank and card activity.

Does the notification say when Specificity will file the completed 10-Q?

No specific filing date is provided. The company states it needs additional time to finalize analysis and prepare adjustments to the opening balance sheet as of December 31, 2025 before completing the Form 10-Q.

Are the misstatements material to Specificity's financials?

The company characterizes the amounts as preliminary; the excerpt does not state materiality. The largest item cited is ~$121,000 in understated current liabilities, including ~$100,000 of convertible debt.

Who signed the Form 12b-25 for Specificity, Inc.?

The notification is signed by Jason Wood, Chief Executive Officer, with the signature dated May 15, 2026, attesting to the late-filing notice on the company's behalf.