Washington, D.C. 20549 


SEC File Number



  FORM 12b-25

CUSIP Number





 (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR
  For Period Ended:  August 31, 2018
  ¨     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: N/A


KushCo Holdings, Inc.
Full Name of Registrant
Kush Bottles, Inc.
Former Name if Applicable
11958 Monarch Street
Garden Grove, CA 92841
Address of Principal Executive Office (Street and Number)
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;
x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form  20-F, Form 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.




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 time period.


KushCo Holdings, Inc. (the “Company”) unable to file its Annual Report on Form 10-K for the fiscal year ended August 31, 2018 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense. The Company’s delay in filing the Form 10-K is due principally to the additional time the Company requires to complete its analysis of accounting treatment relating to certain write-downs of inventory and goodwill impairment. The Company is working diligently to address the foregoing matters and intends to file its Form 10-K on or before the prescribed due date pursuant to this Form 12b-25.




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


Jim McCormick   (714)   243-4067
(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).  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.


Due to the issues described in Part III above, it is not possible to provide a reasonable estimate of the changes in results of operations from the corresponding period of the latest fiscal year.





KushCo 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.


November 14, 2018 By:   /s/ Jim McCormick
    Jim McCormick
    Chief Financial Officer and Chief Operating Officer



VIOLATIONS (SEE 18 U.S.C. 1001).