Stemtech (NASDAQ: STEK) files 12b-25; Q1 2026 10-Q delayed

Rhea-AI Filing Summary

Stemtech Corporation submitted a Rule 12b-25 notice stating its Form 10-Q for the quarter ended March 31, 2026 could not be filed on time because the company needs additional time to complete the financial statements and prepare the Form 10-Q. The company states it expects to use no more than the additional five calendar days allowed to complete and file the report.

The notice also discloses that the company has not filed its Annual Report on Form 10-K for the fiscal year ended 2025. The 12b-25 was signed by CEO Charles S. Arnold on May 14, 2026.

Insights

Compliance Officer

Routine late-filing notice; procedural impact only.

The filing documents a Rule 12b-25 notification that the Form 10-Q for the quarter ended March 31, 2026 will be delayed by up to five calendar days while the company completes its financial statements. This is a procedural disclosure that preserves the issuer's ability to cure a late filing within the narrow statutory window.

Risks depend on why the financial statements remain incomplete; subsequent filings may disclose material changes. Watch for the filed Form 10-Q within the stated cure period and for the outstanding Form 10-K for fiscal 2025 in later periodic reports.

Key Figures

Quarter end: March 31, 2026 Cure period: 5 calendar days SEC File Number: 333-172172 +2 more

5 metrics

Quarter end March 31, 2026 Form 10-Q for the quarter ended

Cure period 5 calendar days additional time the company anticipates needing under Rule 12b-25

SEC File Number 333-172172 cover line of the 12b-25 notice

Signature date May 14, 2026 date the 12b-25 was signed by CEO Charles S. Arnold

Unfiled 10-K Form 10-K for fiscal year 2025 disclosed as not filed in the preceding 12 months section

Key Terms

Rule 12b-25, Form 10-Q, Form 10-K

3 terms

Rule 12b-25 regulatory

"The registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2026, could not be filed"

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

"The registrant’s quarterly report on Form 10-Q for the quarter 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.

Form 10-K regulatory

"The registrant has not filed its Annual Report on Form 10-K for the fiscal year ended 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

STEMTECH CORPORATION

(Full Name of Registrant)

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 333-172172

(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: 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

For the Transition Period Ended:______________

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

STEMTECH CORPORATION

Full Name of Registrant

Former Name if Applicable

4851 Tamiami Trail North, Suite 200

Address of Principal Executive Office (Street and Number)

Naples, FL 34103

City, State, 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 reasons 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.

The registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2026, could not be filed within the prescribed time period because the Company needs additional time to complete the financial statements and to prepare the Form 10-Q. The registrant anticipates that it will require no more than the additional 5 days allowed to complete and file the Form 10-Q.

PART IV - OTHER INFORMATION

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

Charles S. Arnold, CEO		954		715-6000
(Name)		(Area Code)		(Telephone No.)

(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
	The registrant has not filed its Annual Report on Form 10-K for the fiscal year ended 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.

3

STEMTECH CORPORATION

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 14, 2026	By:	/s/ Charles S. Arnold
	Name:	Charles S. Arnold
	Title:	CEO

4

FAQ

Why did Stemtech (STEK) file a Rule 12b-25 for its March 31, 2026 10-Q?

Stemtech filed a Rule 12b-25 because it needs additional time to complete the quarter-end financial statements and to prepare the Form 10-Q; the company expects to use the five-calendar-day cure period allowed under the rule.

When does Stemtech expect to file the delayed Form 10-Q for Q1 2026?

The company states it anticipates requiring no more than the additional five calendar days permitted under Rule 12b-25 to complete and file the Form 10-Q for the quarter ended March 31, 2026.

Has Stemtech filed its annual 10-K for fiscal 2025?

No. The notice explicitly states the registrant has not filed its Annual Report on Form 10-K for the fiscal year ended 2025. No further timing or reason for that omission is provided in this excerpt.

Who signed the 12b-25 notice for Stemtech and when was it signed?

The notice was signed by Charles S. Arnold, Chief Executive Officer, on May 14, 2026, as shown on the signature block of the submitted Rule 12b-25 form.