Stemtech (STEK) files late-filing notice after delay in annual financials

Rhea-AI Filing Summary

Stemtech Corporation filed a Form 12b-25 notifying the SEC of a late annual report for the period ended December 31, 2025. The company states the delay was caused by delays in preparation of its annual financial statements. The notice was signed by Charles S. Arnold, CEO on March 31, 2026.

Insights

Corporate Governance Analyst

Routine late-filing notice citing financial-statement preparation delays.

The filing is a procedural disclosure that Stemtech could not complete its annual financial statements on schedule and submitted a Form 12b-25 to notify the market. It identifies the preparatory process as the cause and is signed by the CEO.

Material impact depends on subsequent filings; future updates in the filed 10-K will show whether the delay reflects accounting complexity or audit issues. Subsequent filings will clarify timing and substantive effects.

Key Figures

SEC File Number: 333-172172 Period Ended: December 31, 2025 Notice Signed: March 31, 2026 +2 more

5 metrics

SEC File Number 333-172172 cover page of the Form 12b-25

Period Ended December 31, 2025 annual report period referenced in the notice

Notice Signed March 31, 2026 signature date by CEO Charles S. Arnold

Company Contact Phone (954) 715-6000 registrant telephone number listed in the filing

Registrant Address 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 principal executive offices address on the form

Key Terms

Rule 12b-25, Form 12b-25 Notification of Late Filing, Form 10-K

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

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 12b-25 Notification of Late Filing regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 10-K financial

"Form 10-K For Period Ended: December 31st, 2025"

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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

STEMTECH CORPORATION

(Full Name of Registrant)

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 333-172172

(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: December 31^st, 2025

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-QSB
☐ Transition Report on Form N-SAR
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 - REGISTRATION INFORMATION

STEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Nevada	333-172172	87-2151440
(State of incorporation)	(Commission File Number)	(IRS Employer No.)

4851 Tamiami Trail North, Suite 200

Naples, FL 34103

(Address of principal executive offices and Zip Code)

(954) 715-6000

(Registrant's telephone number, including area code)

PART II - RULE 12b-25(b)

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 on Form 10-K 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 portion thereof will be filed on or before the fifth calendar day following the prescribed due date.

PART III - NARRATIVE

The Registrant's annual report on Form 10-K could not be filed within the prescribed time period because the Registrant encountered delays in its preparation of its annual financial statements.

PART IV - OTHER INFORMATION

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

Charles S. Arnold, CEO

(Name)

(954) 715-6000

(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 changes 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.

2

STEMTECH CORPORATION
Name of Registrant as Specified in Charter

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

By:	Charles S. Arnold, CEO
Date:	March 31st, 2026
/s/ Charles S. Arnold

3

FAQ

What does Stemtech's (STEK) Form 12b-25 mean?

It is a formal notice that Stemtech did not file its annual report on time. The notice states the delay was due to preparation of annual financial statements and is signed by the CEO on March 31, 2026.

When is Stemtech expected to file the overdue Form 10-K?

The Form 12b-25 explains the reason for the late filing but does not specify a filing date. The document only states the delay arose from preparing annual financial statements; timing for the 10-K is not provided in the notice.

Does the late filing indicate restatements or audit problems for STEK?

The notice attributes the delay to preparation of annual financial statements but does not mention restatements or audit findings. Any such issues would appear in the subsequently filed Form 10-K or related disclosures.

Who signed Stemtech's Form 12b-25 and when?

The notice was signed by Charles S. Arnold, CEO of Stemtech Corporation on March 31, 2026, as the authorized contact for the filing.

How can investors get more information about the delay for STEK?

Investors should review the eventual Form 10-K and subsequent SEC filings for details. The 12b-25 itself provides only the reason for delay: preparation of annual financial statements; further specifics will appear in later filings.