CBIH (CBIH) delays Q1 2026 10-Q filing under Rule 12b-25

Rhea-AI Filing Summary

Cannabis Bioscience International Holdings, Inc. filed a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 could not be filed on time. The company cites that the financial information for the quarter "cannot be analyzed and completed on a timely basis." The company estimates a loss from operations of approximately $82,000 for the three months ended February 28, 2026, versus a loss of $129,234 for the three months ended February 29, 2025. For the nine months ended February 28, 2026, it estimates a loss from operations of approximately $252,000 versus $286,465 for the prior-year nine-month period. Estimated three-month revenues are approximately $11,000 with gross profit of $8,000; nine-month revenues are approximately $89,000 with gross profit of $67,000. The filing lists changes in operating expense categories, including decreases in general and administrative costs and contract labor, and increases in professional fees, rent and officer compensation.

Key Figures

Three-month loss from operations: $82,000 Prior three-month loss from operations: $129,234 Three-month revenue: $11,000 +4 more

7 metrics

Three-month loss from operations $82,000 three months ended February 28, 2026

Prior three-month loss from operations $129,234 three months ended February 29, 2025

Three-month revenue $11,000 three months ended February 28, 2026

Three-month gross profit $8,000 three months ended February 28, 2026

Nine-month loss from operations $252,000 nine months ended February 28, 2026

Nine-month revenue (prior year) $268,066 nine months ended February 29, 2026 (prior-year figure cited)

Contact telephone 214-733-0868 Part IV contact number for Dante Picazo

Key Terms

Rule 12b-25, Form 10-Q, loss from operations

3 terms

Rule 12b-25 regulatory

"notification under Rule 12b-25 requesting additional filing time"

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

"Quarterly Report on Form 10-Q for the quarter ended February 28, 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.

loss from operations financial

"Loss from operations for the three months ended February 28, 2026, is estimated to be approximately $82,000"

Loss from operations is the money a company loses from its main business activities, like selling products or services, before considering other expenses or income. It shows whether the company's core business is making or losing money. This figure matters because it helps investors understand if the business is running efficiently or struggling to earn enough to cover its costs.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File No. 333-146758

(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: February 28, 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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Full Name of Registrant

6201 Bonhomme Road, Suite 434N

Address of Principal Executive Office (Street and Number)

Houston, TX 77036

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, 11-K or 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 of 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 the reasons 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 financial information to be contained in the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 28, 2025, cannot be analyzed and completed on a timely basis.

PART IV - OTHER INFORMATION

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

Dante Picazo		214		733-0868
(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

(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 ☐

Loss from operations for the three months ended February 28, 2026, is estimated to be approximately $82,000, compared with loss from operations of $129,234 for the three months ended February 29, 2025. Revenues and gross profit for the three months ended February 28, 2026, are estimated to be approximately $11,000 and $8,000, respectively, compared with $14,931 and $(4,465), respectively, for the three months ended February 28, 2025. Total operating expenses for the three months ended February 28, 2026, are estimated to be approximately $90,000, compared with $124,769 for the three months ended February 28, 2025. Operating expenses were affected principally by decreases of approximately $18,000 general and administrative and $8,000 in contract labor, offset by increases of approximately $3,000 in professional fees and $2,000 in rent and lease.

Loss from operations for the nine months ended February 28, 2026, is estimated to be approximately $252,000, compared with loss from operations of $286,465 for the nine months ended February 29, 2025. Revenues and gross profit for the nine months ended February 28, 2026, are estimated to be approximately $89,000 and $67,000, respectively, compared with $268,066 and $232,505, respectively, for the nine months ended February 29, 2026. Total operating expenses for the nine months ended February 28, 2026, are estimated to be approximately $319,000, compared with $518,970 for the nine months ended February 28, 2025. Operating expenses were affected principally by decreases of approximately $65,000 in general and administrative, $29,000 in contract labor, $80,000 in professional fees and $24,000 in rent and lease. $21,000, offset by an increase of $6,000 in officer compensation.

2

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

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

Date: April 14, 2026 By: /s/ Dante Picazo                    Chief Executive Officer (principal executive officer and principal accounting officer)

3

FAQ

Why did CBIH (CBIH) file a Form 12b-25 for the February 28, 2026 10-Q?

The company states the financial information for the quarter ended February 28, 2026 "cannot be analyzed and completed on a timely basis." The notification requests additional time under Rule 12b-25 to finish and file the Form 10-Q.

What operating results did CBIH estimate in the Form 12b-25?

For the three months ended February 28, 2026, CBIH estimates a $82,000 loss from operations, revenue of $11,000 and gross profit of $8,000. Nine-month estimates include a $252,000 loss and revenue of $89,000.

How do the estimated results compare to the prior periods in CBIH's notice?

The three-month loss improved from $129,234 (prior year) to $82,000. Nine-month loss improved from $286,465 to $252,000. Revenues declined versus prior-year nine-month revenue of $268,066.

Does the 12b-25 state when the Form 10-Q will be filed?

The company uses Rule 12b-25 relief but does not state a specific filing date in the excerpt. The notice indicates the registrant seeks the extra filing time permitted under Rule 12b-25.

Who is the contact for questions about CBIH's late filing?

The named contact is Dante Picazo with telephone number 214-733-0868, listed in Part IV as the person to contact regarding this notification.