Veritas Farms (NASDAQ: VFRM) notifies SEC of late 2025 Form 10-K filing

Rhea-AI Filing Summary

Veritas Farms, Inc. notified the SEC on Form 12b-25 that it will be late filing its Annual Report on Form 10-K for the period ended December 31, 2025. The company says it needs additional time to provide information to its independent auditor to complete the year-end financial statement review and cannot file without "unreasonable effort or expense." The notification states the form was signed by Thomas E. Vickers, Interim Chief Financial Officer on April 6, 2026.

Key Figures

Period ended: December 31, 2025 Form signature date: April 6, 2026 Prior missed Form 10-Ks: 2023 and 2024 +1 more

4 metrics

Period ended December 31, 2025 Form 10-K period referenced in the notice

Form signature date April 6, 2026 Date the Form 12b-25 was signed by the Interim CFO

Prior missed Form 10-Ks 2023 and 2024 Form 10-Ks identified as not filed in the preceding periods

Prior missed Form 10-Q periods Mar 31 2024; Jun 30 2024; Sep 30 2024; Mar 31 2025; Jun 30 2025; Sep 30 2025 Quarterly reports identified as not filed in the notice

Key Terms

Form 12b-25, Rule 12b-25(b), forward-looking statements

3 terms

Form 12b-25 regulatory

"NOTIFICATION OF LATE FILING For Period Ended: December 31, 2025"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25(b) regulatory

"If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b)"

forward-looking statements financial

"This Form 12b-25 contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Accepted by SEC EDGAR 04/06/2026 - 05:38 PM Learn about SEC filing dates

FAQ

Why did Veritas Farms (VFRM) file a Form 12b-25?

The company filed Form 12b-25 because it cannot complete its Form 10-K for the year ended December 31, 2025. It says additional time is needed to provide information to its independent registered public accounting firm to finish the financial statement review.

When was the Form 12b-25 for VFRM signed and by whom?

The notice was signed on April 6, 2026 by Thomas E. Vickers, Interim Chief Financial Officer. His name and signature appear on the Form 12b-25 certification included in the filing.

Does the filing list other missing periodic reports for VFRM?

Yes. The filing identifies prior reports not filed: Form 10-Ks for the years ended December 31, 2023 and December 31, 2024, and Form 10-Qs for periods ended Mar 31, 2024, Jun 30, 2024, Sep 30, 2024, Mar 31, 2025, Jun 30, 2025, and Sep 30, 2025.

Will VFRM state anticipated changes to results of operations in the late Form 10-K?

The Form 12b-25 includes a checkbox about anticipated significant changes but does not attach any quantitative or narrative estimate. The company does not provide an explanation or numbers about anticipated changes within this notice.

Who can be contacted about this notification for VFRM?

The contact listed is Thomas E. Vickers with telephone number provided on the form. The filing includes a contact name and phone number for inquiries regarding the late filing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number:

333-210190

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: 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

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: N/A

PART I -- REGISTRANT INFORMATION

Veritas Farms, Inc.

Full Name of Registrant

Former Name if Applicable

433 Plaza Real Suite 275

Address of Principal Executive Office (Street and Number)

Boca Raton, FL 33432

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 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 the Form 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.)

The Registrant has determined that it is unable to file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “2025 Annual Report”) within the prescribed time period for the reasons set forth below. The Registrant is unable to file its 2025 Annual Report within the prescribed time period without unreasonable effort or expense as the Registrant needs additional time to provide information to its independent registered public accounting firm necessary to complete the review of the financial statements for the year ended December 31, 2025. Despite working diligently to timely file its 2025 Annual Report, the Company will be unable to complete all work necessary to timely file its 2025 Annual Report.

PART IV -- OTHER INFORMATION

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

Thomas E. Vickers		833		216-0906
(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

Form 10-K for the years ended December 31, 2023 and December 31, 2024 and Form 10-Q for the periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 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.

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Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “should,” “may,” “will,” “contemplates,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections.

Forward-looking statements are based on the Company’s current expectations and assumptions regarding the Company’s business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Additional factors or events that could cause actual results to differ from these forward-looking statements may emerge from time to time, and it is not possible for the Company to predict all of them. For additional discussion of factors that could impact the Company’s operational and financial results, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other subsequent SEC filings.

You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 12b-25 and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

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Veritas Farms, 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: April 6, 2026	By:	/s/ Thomas E. Vickers
		Thomas E. Vickers
		Interim Chief Financial Officer

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