SusGlobal Energy (SNRG) delays 2025 10-K due to audit funding issue

Rhea-AI Filing Summary

SUSGLOBAL ENERGY CORP. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because it was unable to fund the commencement of the audit and does not expect to file by April 15, 2026. The company reports a revenue reduction of approximately $48,000 for 2025 versus 2024 and material movements in operating and other expenses that together change net loss from continued operations and other expenses.

Insights

Accounting & Audit Specialist

Delay stems from funding shortfall to start the 2025 audit.

The company invoked Rule 12b-25 stating it could not commence the audit without funding, which prevents timely filing of the Form 10-K. This is an administrative delay tied to audit commencement rather than a stated disagreement with auditors.

Key near-term items to watch in subsequent filings include the finalized audited results, any auditor communications, and disclosures about sources of funding that permit audit completion.

Financial Analyst

Reported operating changes show lower revenue and mixed expense movements.

Revenue decreased by about $48,000 and cost of sales fell by about $554,000, while net loss from continued operations before other expenses moved by roughly $2,433,000 year‑over‑year due to foreign exchange, professional fees, and other items described.

These disclosed variances will require audit verification; the delay means investors must await audited figures for confirmation.

Key Figures

Revenue reduction: $48,000 Cost of sales decrease: $554,000 Net loss change (continued ops before other expenses): $2,433,000 +2 more

5 metrics

Revenue reduction $48,000 year ended December 31, 2025 vs 2024

Cost of sales decrease $554,000 year ended December 31, 2025 vs 2024

Net loss change (continued ops before other expenses) $2,433,000 decrease in year ended December 31, 2025 vs 2024

Increase in other expenses $2,331,000 year ended December 31, 2025 vs 2024

Absence of prior year loss from assets held for sale $1,564,000 loss recorded in prior year not present in 2025

Key Terms

Rule 12b-25, Annual Report on Form 10-K, convertible promissory notes, assets held for sale, +1 more

5 terms

Rule 12b-25 regulatory

"unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K"

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.

Annual Report on Form 10-K regulatory

"file its Annual Report on Form 10-K for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

convertible promissory notes financial

"increase in the loss on revaluation in convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

assets held for sale financial

"absence of a net loss from assets held for sale of approximately $1,564,000"

Assets held for sale are things a company has decided to sell and has reclassified on its balance sheet to show they are being marketed rather than used in daily operations — like putting a house on the market instead of living in it. This matters to investors because these items are measured based on expected sale proceeds (which can reveal likely gains or losses), stop being treated as regular operating assets, and signal upcoming cash inflows or a change in strategy that can affect the company’s financial health and stock value.

provision for losses financial

"increases in the provision for losses and an increase in the loss on revaluation"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

SEC FILE NUMBER
000-56024 

[ x ] 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:

PART I — REGISTRANT INFORMATION

SUSGLOBAL ENERGY CORP.
Full Name of Registrant

N/A
Former Name if Applicable

200 Davenport Road
Address of Principal Executive Office (Street and Number)

Toronto, Ontario, Canada M5R 1J2
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 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.

SUSGLOBAL ENERGY CORP. (the "Registrant") was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report") by the March 31, 2026, filing date applicable to smaller reporting companies due to the Registrant’s inability to fund the commencement of the audit. The Registrant does not anticipate that it will be able to file the Annual Report by April 15, 2026.

PART IV — OTHER INFORMATION

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

	Marc Hazout	(416)	223-8500
	(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). [ x ] 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? [ x ] 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.
	Since the Company's Belleville Facility located near Belleville, Ontario, Canada, stopped receiving waste after January 10, 2024, due to an order issued by the Ministry of Labour, Immigration, Training and Skills Development and orders issued by the Ministry of the Environment, Conservation and Parks, there continues to be a reduction in revenue being reported in the current year ended December 31 2025, compared to the comparable year ended December 31, 2024, a reduction of approximately $48,000. As a result of the reduction in revenue and the absence of other activities the Company’s cost of sales is significantly less than the prior year’s comparable period by approximately $554,000. In addition, the net loss from continued operations before other expenses has decreased by approximately $2,433,000 in the year ended December 31, 2025 compared to the year ended December 31, 2024 for various reasons, primarily due to a significant reduction in the foreign exchange loss resulting from the strengthening of the Canadian dollar in 2025 compared to the United States dollar, a reduction of approximately $1,926,000; a reduction in professional fees of approximately $417,000;  a reduction in management compensation related to stock based compensation of $216,000; a reduction in amortization of financing costs of approximately $166,000;  offset by an increase in interest expense of approximately $255,000; an increase in office and administration of approximately $111,000 and a net reduction in other operating expenses of approximately $71,000. Other expenses increased by approximately $2,331,000, resulting primarily from increases in the provision for losses and an increase in the loss on revaluation in convertible promissory notes. In addition, the absence of a net loss from assets held for sale of approximately $1,564,000 which was recorded in the prior year.

SUSGLOBAL ENERGY CORP.
(Name of Registrant as Specified in Charter)

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

Date: March 31, 2026	By:	/s/ Marc Hazout
		Marc Hazout
	Title:	Chief Executive Officer, Executive Chairman and President

FAQ

Why did SusGlobal Energy (SNRG) miss the March 31, 2026 Form 10-K deadline?

The company could not fund the start of the 2025 audit, preventing timely filing. The notification cites an inability to commence the audit without funding and invokes Rule 12b-25 relief while seeking additional time to complete audit work.

How large was SusGlobal Energy's revenue change for 2025 vs 2024?

Revenue declined by approximately $48,000 in 2025 compared to 2024. The filing attributes the decline mainly to the Belleville facility ceasing to receive waste after January 10, 2024, affecting reported revenue in the 2025 year.

What expense and loss variances did SusGlobal disclose for 2025?

Cost of sales decreased by about $554,000 and net loss from continued operations before other expenses changed by about $2,433,000. The filing cites reductions in foreign exchange loss, professional fees, and stock-based compensation, partly offset by higher interest and administration.

Will SusGlobal file the 10-K soon and where is the contact for the company?

The company stated it does not expect to file by April 15, 2026 and seeks the Rule 12b-25 extension. Contact provided is Marc Hazout at (416) 223-8500 for further inquiries about timing and audit progress.