SEC File Number: 000-55462

CUSIP Number: 361544109





Washington, D.C. 20549


FORM 12b-25


Notification of Late Filing


(Check One):


☒ Form 10-K☐ Form  20-F☐ Form  11-K ☐ Form  10-Q☐ Form  10-D 

☐ Form N-SAR☐ Form N-CSR 


For Period Ended:         March 31, 2023


☐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: _______________________  


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


GB Sciences, Inc.

Full Name of Registrant



Former Name if Applicable


9205 W. Russell Road, Suite 240

Address of Principal Executive Office (Street and Number)


Las Vegas, Nevada 89148

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 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, Form N- SAR, 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed period.


GB Sciences, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ending March 31, 2023, within the prescribed time period without unreasonable effort or expense. Zach Swarts, our longtime CFO was hired away from the Company on April 14, 2023. The need for replacement accounting personnel to have time to learn about the Company and produce the Form 10-K has resulted in the Company not being able to compile and file the Form 10-K within the customary time period.  


Part IV - Other Information


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


Gary R. Henrie







(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.



GB Sciences, 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:  June 30, 2023

By:/s/ John Poss


John Poss, 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.




Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001).



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