VitaSpring delays quarterly report, posts $156K loss

VitaSpring Biomedical reports higher preliminary net losses and no revenue while delaying its July 31, 2026 Form 10-Q due to management transition and control weaknesses.

Rhea-AI Filing Summary

VitaSpring Biomedical Co., Ltd. (VSBC) filed a late-filing notice for its Quarterly Report on Form 10-Q for the period ended July 31, 2026, citing a recent management and board transition, limited accounting personnel, and an existing material weakness in internal control over financial reporting. The company expects to file the Form 10-Q within the five-calendar-day extension period.

Preliminary results indicate a net loss of approximately $155,817 for the quarter, compared with $110,845 a year earlier, and a six‑month net loss of about $231,661 versus $191,386, driven mainly by higher professional fees. VitaSpring reports no revenue for either current or prior-year periods, as commercial sales have been suspended since the fiscal year ended January 31, 2022.

Positive

• None.

Negative

• Net loss widened to approximately $155,817 for the quarter and $231,661 for six months ended July 31, 2026, increases of 40.6% and 21.0% from the prior-year periods.
• The company generated no revenue in current or prior-year periods, with commercial sales suspended since the fiscal year ended January 31, 2022.
• VitaSpring reports a continuing material weakness in internal control over financial reporting, tied to inadequate segregation of duties and insufficient US GAAP/SEC-reporting experience.
• There was a complete management and board transition on September 7, 2026, including the resignation of the prior officer and appointment of a new CEO/President/CFO/Secretary, contributing to the filing delay.
• The company filed a late-filing notice (Form 12b-25) for its Form 10-Q, indicating it could not complete the report by the prescribed due date without unreasonable effort or expense.

Filing Explained

Although the July 31, 2026 Form 10-Q remains unfiled, its attachment attributes higher operating expenses chiefly to professional fees: $98,174 versus $35,200 for three months and $110,374 versus $38,700 for six months. It also reports payroll expense of $57,813 for the quarter and $115,625 for six months in both years, with those amounts accrued and unpaid.

Key Figures

Net loss, three months 2026: $155,817 Net loss, three months 2025: $110,845 Net loss change, three months: $44,972 (40.6%) +5 more

8 metrics

Net loss, three months 2026 $155,817 Net loss for the three months ended July 31, 2026

Net loss, three months 2025 $110,845 Net loss for the three months ended July 31, 2025

Net loss change, three months $44,972 (40.6%) Increase in net loss for the quarter year over year

Net loss, six months 2026 $231,661 Net loss for the six months ended July 31, 2026

Net loss, six months 2025 $191,386 Net loss for the six months ended July 31, 2025

Net loss change, six months $40,275 (21.0%) Increase in net loss for the six-month period year over year

Operating expenses, quarter 2026 $161,817 Operating expenses for the three months ended July 31, 2026

Professional fees, quarter 2026 vs 2025 $98,174 vs $35,200 Professional fees for the three months ended July 31, 2026 and 2025

Key Terms

Form 12b-25, material weakness in internal control over financial reporting, disclosure controls and procedures, Inline XBRL tagging, +1 more

5 terms

Form 12b-25 regulatory

"VitaSpring Biomedical Co., Ltd. filed a late-filing notice on Form 12b-25"

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.

material weakness in internal control over financial reporting financial

"the Company has previously reported a material weakness in its internal control"

disclosure controls and procedures regulatory

"to complete the evaluation of the effectiveness of the Company’s disclosure controls and procedures"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

Inline XBRL tagging technical

"did not permit the Company to complete the report, including the related Inline XBRL tagging"

ASC 740-10-45-25 financial

"which the Company classifies as income tax expense in accordance with ASC 740-10-45-25"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did VitaSpring Biomedical (VSBC) file a Form 12b-25 for its July 31, 2026 Form 10-Q?

VitaSpring filed Form 12b-25 because it could not complete preparation and review of its Form 10-Q without unreasonable effort or expense, citing a recent management and board transition, limited accounting personnel, and an existing material weakness in internal control.

When does VitaSpring Biomedical (VSBC) expect to file the delayed Form 10-Q?

VitaSpring expects to file its Quarterly Report on Form 10-Q for the period ended July 31, 2026 on or before the fifth calendar day following the prescribed due date, using the extension permitted under Form 12b-25.

What preliminary net loss did VSBC report for the quarter ended July 31, 2026?

For the three months ended July 31, 2026, VitaSpring expects to report a net loss of approximately $155,817, compared with a net loss of $110,845 for the three months ended July 31, 2025, an increase of about $44,972 or 40.6%.

Did VitaSpring Biomedical (VSBC) generate any revenue in the reported periods?

No. VitaSpring reports no revenue for the three and six months ended July 31, 2026 or 2025. The company states that commercial sales were suspended after the fiscal year ended January 31, 2022.

How did operating expenses change for VSBC in the latest quarter versus last year?

Operating expenses for the three months ended July 31, 2026 were $161,817, up from $99,067 a year earlier, an increase of $62,750. The increase is mainly from higher professional fees related to legal, accounting, reporting, and corporate matters.

What management changes did VitaSpring Biomedical (VSBC) disclose?

On September 7, 2026, Shao-Hsiang Shih became a director and Chairman, Jing-Zhou Chen was appointed Chief Executive Officer, President, Chief Financial Officer and Secretary, and Ssu-Chuan Lai resigned from all positions. The company states Dr. Lai’s resignation was not due to any disagreement.

What internal control issues did VitaSpring Biomedical (VSBC) describe?

VitaSpring notes a previously reported material weakness in internal control over financial reporting, including inadequate segregation of duties and a lack of sufficient accounting personnel experienced in US GAAP and SEC reporting, which contributed to the Form 10-Q delay.

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

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Available on EDGAR 09/15/2026 - 12:39 PM Accepted by SEC EDGAR 09/15/2026 - 12:38 PM Learn about SEC filing dates

		OMB APPROVAL
	UNITED STATES  SECURITIES AN EXCHANGECOMMISSION  Washington, D.C. 20549	OMB Number:            3235-0058 Expires:     September 30, 2028 Estimated average burden hours per response................ 2.50
	FORM 12b-25	SEC FILE NUMBER 333-216645
	NOTIFICATION OF LATE FILING	CUSIP NUMBER   92851B102

(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: July 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: ____________________________________

Read Instruction (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

VitaSpring Biomedical Co., Ltd.

Full Name of Registrant

Not applicable

Former Name if Applicable

5225 Canyon Crest Drive, Suite 71-825

Address of Principal Executive Office (Street and Number)

Riverside, California 92507

City, State and Zip Code

SEC 1344 (01-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

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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 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) See Attachment for the narrative.

PART IV — OTHER INFORMATION

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

Jing-Zhou Chen		(949)		202-9235
(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 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.

See the attachment to this Form 12b-25, which is incorporated by reference.

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VitaSpring Biomedical Co., Ltd

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	September 15, 2026			By	/s/ Jian-Zhou Chen
					President and Chief Executive Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

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GENERAL INSTRUCTIONS

1.	This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.	One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files.
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Page 3 of 5

PART III — NARRATIVE

State below in reasonable detail the reasons why 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.

The Company was unable to complete the preparation and review of its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2026 within the prescribed time period without unreasonable effort or expense, for the reasons described below.

On September 7, 2026, the Company completed a transition of its management and board of directors. Shao-Hsiang Shih was elected a director of the Company and appointed Chairman of the Board; Jing-Zhou Chen was appointed Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company and designated as the Company’s principal executive officer, principal financial officer and principal accounting officer; and Ssu-Chuan Lai resigned from all positions with the Company. Dr. Lai’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company’s newly appointed principal executive officer and principal financial officer requires additional time to complete his review of the financial statements and the other disclosures to be included in the report, to complete the evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the report required by Item 4 of Part I of Form 10-Q, and to furnish the certifications required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 and by Section 906 of the Sarbanes-Oxley Act of 2002.

In addition, the Company has limited accounting personnel and has previously reported a material weakness in its internal control over financial reporting relating to inadequate segregation of duties and the absence of sufficient accounting personnel with experience in United States generally accepted accounting principles and Commission reporting requirements. Those limitations, together with the timing of the management transition described above, did not permit the Company to complete the report, including the related Inline XBRL tagging and review, by September 14, 2026 without unreasonable effort or expense.

The Company expects to file its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2026 on or before the fifth calendar day following the prescribed due date.

Page 4 of 5

ATTACHMENT TO FORM 12b-25

VitaSpring Biomedical Co., Ltd.

PART IV (3) — EXPLANATION OF ANTICIPATED SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS

The Company anticipates that the results of operations to be reported in its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2026 will reflect a significant change from the corresponding periods of the prior fiscal year. The Company expects to report a net loss of approximately $155,817 for the three months ended July 31, 2026, compared with a net loss of $110,845 for the three months ended July 31, 2025, an increase of approximately $44,972, or 40.6%. For the six months ended July 31, 2026, the Company expects to report a net loss of approximately $231,661, compared with a net loss of $191,386 for the six months ended July 31, 2025, an increase of approximately $40,275, or 21.0%.

Three Months Ended July 31

		2026				2025				Change
Revenues		$	—			$	—			$	—
Operating expenses			161,817				99,067				62,750
Loss from operations			(161,817	)			(99,067	)			(62,750	)
Other income			6,000				—				6,000
Provision for income taxes			—				(11,778	)			11,778
Net loss		$	(155,817	)		$	(110,845	)		$	(44,972	)

Six Months Ended July 31

		2026				2025				Change
Revenues		$	—			$	—			$	—
Operating expenses			237,661				168,214				69,447
Loss from operations			(237,661	)			(168,214	)			(69,447	)
Other income			6,000				—				6,000
Provision for income taxes			—				(23,172	)			23,172
Net loss		$	(231,661	)		$	(191,386	)		$	(40,275	)

The anticipated change is attributable principally to the following:

	·	The Company generated no revenue in either period. Commercial sales were suspended after the fiscal year ended January 31, 2022.
	·	Professional fees increased to $98,174 from $35,200 for the three months, and to $110,374 from $38,700 for the six months, reflecting legal, accounting and reporting costs associated with the Company’s Commission reporting obligations and related corporate matters.
	·	Payroll expenses were unchanged at $57,813 for the three months and $115,625 for the six months in both years. Such amounts have been accrued and remain unpaid.
	·	General and administrative expenses decreased to $5,830 from $6,054 for the three months, and to $11,662 from $13,889 for the six months.
	·	Other income of $6,000 in the current periods represents the refund of a security deposit that had been expensed in a prior year. There was no comparable amount in the prior-year periods.
	·	No provision for income taxes was recorded in the current periods. The prior-year amounts of $11,778 and $23,172 represent interest and penalties on historical income tax obligations relating to fiscal year 2022, which the Company classifies as income tax expense in accordance with ASC 740-10-45-25.

The amounts set forth above are unaudited, are subject to completion of the Company’s financial statements and the review thereof and remain subject to change. Accordingly, actual results reported in the Quarterly Report on Form 10-Q may differ from the amounts presented in this attachment.

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