Veritas Farms (VFRM) notifies SEC of late Q1 2026 10-Q filing (Form 12b-25)

Q: When is the Form 12b-25 signed and who signed it for VFRM?

The Form 12b-25 is dated May 15, 2026 and signed by Thomas E. Vickers , Interim Chief Financial Officer. His name and telephone contact appear on the filing for follow-up questions.

Q: Which reporting period is affected by the late filing for VFRM?

The late filing affects the Quarterly Report on Form 10-Q for the period ended March 31, 2026 . The 12b-25 specifically references the Q1 2026 Quarterly Report as the subject of the notification.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Veritas Farms, Inc. notified the SEC on Form 12b-25 that it will be unable to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states it needs additional time to provide information to its independent registered public accounting firm to complete the financial review.

The notification is signed by Thomas E. Vickers, Interim Chief Financial Officer, dated May 15, 2026. The filing lists prior unfiled annual and quarterly reports for years and periods through December 31, 2025 and several 2024–2025 quarters.

Key Figures

Subject period: March 31, 2026 Notification date: May 15, 2026 Contact phone: 833-216-0906 +2 more

5 metrics

Subject period March 31, 2026 Period end for the Q1 2026 Form 10-Q

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

Contact phone 833-216-0906 Registrant contact provided on the form

Prior annual reports listed Dec 31, 2023; Dec 31, 2024; Dec 31, 2025 Form 10-K years identified as not filed in Part IV

Prior quarterly reports listed Multiple 2024–2025 quarters (see filing) Form 10-Q periods identified in Part IV

Key Terms

Form 12b-25, Rule 12b-25(b), Quarterly Report on Form 10-Q, forward-looking statements

4 terms

Form 12b-25 regulatory

"notification of late filing for the Q1 2026 Quarterly Report"

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"

Quarterly Report on Form 10-Q regulatory

"The Registrant has determined that it is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

forward-looking statements legal

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:01 PM

FAQ

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

The company filed Form 12b-25 because it cannot timely file its Q1 2026 Form 10-Q. The stated reason is needing additional time to provide information to its independent registered public accounting firm to complete the financial review.

When is the Form 12b-25 signed and who signed it for VFRM?

The Form 12b-25 is dated May 15, 2026 and signed by Thomas E. Vickers, Interim Chief Financial Officer. His name and telephone contact appear on the filing for follow-up questions.

Which reporting period is affected by the late filing for VFRM?

The late filing affects the Quarterly Report on Form 10-Q for the period ended March 31, 2026. The 12b-25 specifically references the Q1 2026 Quarterly Report as the subject of the notification.

Has Veritas Farms filed other required reports in the past 12 months?

The filing indicates prior reports remain unfiled, listing Form 10-Ks for years ended December 31, 2023, December 31, 2024, and December 31, 2025, and multiple Form 10-Qs for 2024–2025 quarters as identified in the form.

Does the Form 12b-25 say whether results will materially change?

The form includes the standard question about significant changes in results and the forward-looking statements disclosure, but it does not provide quantitative guidance or state that reported results will materially change from prior periods.

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: 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: 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 Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Q1 2026 Quarterly Report”) within the prescribed time period for the reasons set forth below. The Registrant is unable to file its Q1 2026 Quarterly 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 period ended March 31, 2026. Despite working diligently to timely file its Q1 2026 Quarterly Report, the Company will be unable to complete all work necessary to timely file its Q1 2026 Quarterly 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, December 31, 2024 and December 31, 2025 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.

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.

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: May 15, 2026	By:	/s/ Thomas E. Vickers
		Thomas E. Vickers
		Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR