GTCH (NASDAQ: GTCH) notifies SEC of late 10-K; will file by 15th day

Rhea-AI Filing Summary

GBT Technologies Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 and expects to file the report on or before the 15th calendar day following the prescribed due date.

The company cites additional time needed for compilation and review to ensure adequate disclosure.

Key Figures

Fiscal period end: December 31, 2025 Extension target: 15th calendar day Notification date: March 31, 2026 +1 more

4 metrics

Fiscal period end December 31, 2025 period covered by the delayed Form 10-K

Extension target 15th calendar day filing expected on or before the 15th calendar day following the prescribed due date

Notification date March 31, 2026 date the Form 12b-25 was signed by Interim CEO

Contact phone (888) 685-7336 contact number listed for Patrick Bertagna, Interim CEO

Key Terms

Rule 12b-25, prescribed due date, Form 10-K

3 terms

Rule 12b-25 regulatory

"The Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025 cannot be filed within the prescribed time period because"

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.

prescribed due date regulatory

"will be filed on or before the 15th calendar day following the prescribed due date"

Form 10-K financial

"The Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025 cannot be filed"

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.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number 000-54530

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR
¨                           Form N-CAR

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

☐ Transition Report on Form N-SAR

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

GBT Technologies Inc._______________________________________________________

Full name of registrant

___________________________________________________________________________________

Former name if applicable

8557 N West Knoll Dr. _______________________________________________

Address of principal executive office

West Hollywood CA 90069_______________________________________________________

City, state and zip code

PART II - RULE 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, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the 15th 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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15^th calendar day following the prescribed due date.

PART IV

OTHER INFORMATION

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

Patrick Bertagna, Interim CEO	(888)	685-7336
(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

(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.

GBT Technologies 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: March 31, 2026	By:	/s/Patrick Bertagna
		Patrick Bertagna
		Interim Chief Executive Officer

FAQ

Why did GTCH file a Form 12b-25?

GTCH filed Form 12b-25 to notify the SEC of a late Form 10-K filing. The company said it needs additional time for compilation and review to ensure adequate disclosure and will file by the 15th calendar day after the prescribed due date.

When will GTCH file its delayed Form 10-K?

GTCH expects to file the Form 10-K by the 15th calendar day after the prescribed due date. The notification explicitly states the annual report will be filed on or before that 15th calendar day following the due date.

Does the Form 12b-25 indicate financial changes for GTCH?

No, the Form 12b-25 does not indicate specific financial changes. It states only that additional compilation and review are required and does not disclose anticipated changes in results of operations.

Who signed the Form 12b-25 for GTCH?

The Form 12b-25 was signed by Patrick Bertagna, Interim Chief Executive Officer. The signature block lists the date of signing as March 31, 2026.

Has GTCH filed other periodic reports in the last 12 months?

Yes, GTCH indicated compliance by answering affirmatively that all other periodic reports required under the Exchange Act for the preceding 12 months have been filed. No prior delinquent reports were identified in the notification.