8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (date of earliest event reported): February 21, 2025

ZRCNInc.

(Exact name of Registrant as specified in its charter)

Delaware	000-56380	83-2756695
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

1580Dell Avenue, Campbell, CA 95008

(Address of principal executive offices and zip code)

(408)963-4550

Registrant’s

telephone number, including area code:

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Exchange Act: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

(Title of class)

Item8.01. Other events

On February 24, 2025, the Company issued a press release announcing that its common stock has qualified to trade on the OTCQX Best Market under the symbol “ZRCN.” A copy of the press release is filed as Exhibit 99.1 to this form 8-K.

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Item9.01 Financial Statements and Exhibits.

99.1	Press release of ZRCN Inc., dated February 24, 2025.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZRCN Inc.
Date: February 25, 2025	By:	/s/ Jeff Parsons
		Jeff Parsons
		Chief Financial Officer

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Exhibit 99.1

OTCMarkets Group Welcomes ZRCN Inc. to OTCQX for Trading

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NEWYORK – February 24, 2025 – OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today announced ZRCN Inc. (OTCQX: ZRCN), is a manufacturer and seller of digitally-enabled hand-tools, has qualified to trade on the OTCQX® Best Market.

ZRCN, Inc. begins trading today on OTCQX under the symbol “ZRCN.” U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

Trading on the OTCQX Market offers companies efficient, cost-effective access to the U.S. capital markets. Streamlined market requirements for OTCQX are designed to help companies lower the cost and complexity of being publicly traded, while providing transparent trading for their investors. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws.

“We are pleased to begin trading on the OTCQX, which provides an excellent platform for investors to engage with ZRCN as we continue to innovate in the high-tech construction tool and electronic device industries,” said John Stauss, CEO of Zircon Corporation. “This milestone supports our mission to grow ZRCN globally, deliver value to our stakeholders and enhance accessibility for investors.”

AboutZRCN, Inc.

ZRCN Inc., through its wholly-owned subsidiary Zircon Corporation, is a global manufacturer and seller of digitally-enabled hand-tools, including stud-sensors, A/C detectors, fluid detection alert sensors, and other innovative digital and electronic tools. Leveraging over 200 individual patents based on sensor and semiconductor-based technologies, Zircon has been a leader in its field for nearly 50 years. In 2025, the company will proudly celebrate its 50th anniversary, marking a legacy of industry innovation and a commitment to quality for customers worldwide.

To learn more visit https://investors.zrcn.com/ or www.zircon.com.

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AboutOTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our three public markets: OTCQX^®^ Best Market, OTCQB^®^ Venture Market and Pink^®^ Open Market.

Our OTC Link^®^ Alternative Trading Systems (ATSs) provide critical market infrastructure that broker-dealers rely on to facilitate trading. Our innovative model offers companies more efficient access to the U.S. financial markets.

OTC Link ATS, OTC Link ECN and OTC Link NQB are each an SEC regulated ATS, operated by OTC Link LLC, a FINRA and SEC registered broker-dealer, member SIPC.

To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.

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MediaContact:

OTC Markets Group Inc., +1 (212) 896-4428, media@otcmarkets.com

ZRCN Corporation, +1 (800) 245-9265, media@zircon.com