ZRCN Inc 10-K for FY2025
ZRCN Inc. (ZRCN)
About this 10-K
ZRCN Inc filed this 10-K on September 10, 2025, covering the fiscal year ended March 31, 2025 (FY2025).
Headline figures
Fiscal year ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $28.08M
- down 10.9% from $31.52M a year earlier
- Net loss
- $2.89M
- compared with net income of $51K a year earlier
- Diluted EPS
- -$0.28
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________to____________________________
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered under Section 12(b) of the Exchange Act: None
| Title of each class | Trading Symbol(s) | Name 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)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and an “emerging growth company.” See the definitions of “large, accelerated filer,” “accelerated filer” “smaller reporting company” and ‘emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes ☐ No
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately
$
As of August 29, 2025 the number of shares of the registrant’s common stock outstanding was .
ZRCN Inc
Table of Contents
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PART I
Forward-Looking Statements
This Annual Report on Form 10-K (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. The forward-looking statements are contained in this Report. In some cases, you can identify forward-looking statements by terminology such as “may”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “objective” and “outlook” and similar expressions. These statements are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements, many of which are difficult to predict and generally beyond our control.
You should refer to “Risk Factors” of this Report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation to update any forward-looking statements. Unless the context requires otherwise, references to “we,” “us,” “our,” and “Company,” refer to the registrant, ZRCN Inc. (“ZRCN” - formerly known as Harmony Energy Technologies Corporation (“Harmony”)) and/or ZRCN’s wholly owned subsidiary, Zircon Corporation (“Zircon”).
Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this report. Reported results should not be considered an indication of future performance.
All of our forward-looking statements are as of the date of this Annual Report on Form 10-K only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report on Form 10-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.
This Report may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies, clinical trials, and publications are reliable, we have not independently verified market and industry data from third-party sources.
Risk Factor Summary
Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors”, together with the other information in this Report. If any of the following risks actually occurs (or if any of those listed elsewhere in this Report occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
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Macroeconomic and Industry Risks
The market for our products is highly price sensitive and subject to change with market conditions.
Business Risks
To remain competitive and stimulate customer demand, we must successfully manage frequent introductions and transitions of products.
We depend on product manufacturing and logistical services provided by outsourcing partners, many of which are located outside of the U.S.
Future operating results depend upon our ability to obtain products in sufficient quantities on commercially reasonable terms.
We are exposed to the risk of write-downs on the value of our inventory and other assets, in addition to purchase commitment cancellation risk.
Demand for new products below expectations and our ability or inability to develop and introduce new products at favorable economic levels could adversely impact our financial results and prospects for growth.
A significant portion of our revenue is dependent upon our two largest customers that collectively accounted for approximately 63% of net revenue in fiscal 2025. The loss of any one of these customers would negatively impact our revenues and our results of operations.
If the products that we offer do not reflect our customers’ tastes and preferences, our net sales and profit margins could decrease.
Legal and Regulatory Compliance Risks
We are subject to complex and changing laws and regulations, which expose us to potential liabilities, increased costs, and other adverse effects on our business.
Financial Risks
We manufacture and sell our products in numerous countries around the world. As a result, we may be exposed to foreign currency risks as we engage in transactions and make investments denominated in foreign currencies.
We are subject to changes in tax rates, the adoption of new U.S. or international tax legislation and exposure to additional tax liabilities.
Our results of operations could be negatively impacted by inflationary or deflationary economic conditions.
Financing Risks
We may incur future indebtedness and may in the future issue additional equity or debt securities to finance our business operations and strategic initiatives.
Tight capital and credit markets or the failure to maintain credit ratings could adversely affect us by limiting our ability to borrow or otherwise access liquidity.
We are exposed to credit risk on our accounts receivable.
We have the risk of non-compliance with the terms of our Forbearance Agreement with our principal lender.
Legal, Tax, Regulatory and Compliance Risks
Our brand names are important assets of our businesses and violation of our intellectual property or trademark rights, or the failure of our licensees or vendors to comply with our product quality, manufacturing requirements, marketing standards, and other requirements could negatively impact revenues and brand reputation.
Cybersecurity
incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely affect our reputation
and results of operations.
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Climate change and climate change legislation or regulations may adversely affect our business.
Our failure to continue to successfully avoid, manage, defend, litigate, and accrue for claims and litigation could negatively impact our results of operations or cash flows.
Our products could be recalled.
Other Risks
Our results of operations and earnings may not meet guidance or future expectations.
If we are unable to maintain effective internal controls over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected, which could have a material adverse effect on our financial condition and the trading price of our common stock.
Risks Related to our Common Stock
Our common shares currently trade on the OTCQX exchange; however, to date there has been little trading activity in our shares.
We may conduct offerings of our equity securities in the future, in which case an investor’s proportionate interest may become diluted.
The sale or availability of substantial amounts of our common stock could adversely affect their market price.
Because we do not expect to pay dividends in the foreseeable future, investors must rely on price appreciation of our common stock as the only means of generating a positive return for any investment.
PART I
ITEM 1. BUSINESS
Overview
We are a Silicon Valley-based company operating in Northern California since 1977. Leveraging our proprietary sensor-based technology across a mix of global markets, including commercial and residential buildings, government infrastructure and building information modeling, we are focused on creating new, technical solutions for global applications in the areas of home and workplace safety, project efficiency, and structural data analysis.
We have amassed a multi-generational customer base of professional contractors and do-it-yourself practitioners who rely on Zircon’s innovative and easy-to-use products to get the job done.
We recently launched SuperScan® advanced technology , our most innovative solution to date. We believe that this is a game-changing hand-held stud finder that will help millions of contractors and do-it-yourselfers better understand what’s behind a wall surface. In addition to locating wood studs, Wood Stud SuperScan® stud finder, also recognizes and filters out metallic and low-density objects, delivering a more accurate picture of wooden objects behind the wall surface.
Our Products
Building on over four decades of proprietary technology development and an extensive patent portfolio, we are the manufacturer of the original StudSensor™ stud finder, and a growing line of electronic hand tools, including MultiScanner™ wall scanners, MetalliScanner® metal detectors, and other electronic scanning, water detection and leveling tools.
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Markets and Distribution
Our products are sold primarily to tool retailers for sale to do-it-yourself (DIY) enthusiasts and professional tool users throughout the world.
During the years ended March 31, 2025 and 2024, we generated approximately 69% and 72% of our total revenue from three customers, respectively. Accounts receivable from these customers amounted to approximately 70% and 77% of total accounts receivable as of March 31, 2025 and 2024, respectively.
Intellectual Property
Our policy is to protect and enhance the proprietary technologies, inventions, and improvements that are commercially important to our business by filing patent applications in the U.S. and other jurisdictions related to our proprietary technology, inventions, improvements, and products. We also rely on tradenames, trademarks, trade secrets, and know-how relating to our proprietary technologies and products, continuing innovation, and in licensing technology and products. This reliance is expected to develop, maintain, and strengthen our proprietary position for our products. We consider our Intellectual Property, including patents, tradenames, trademarks, and the like, to be among our most valuable assets (e.g., SuperScan®, StudSensor™, MultiScanner™, MetalliScanner® and other Zircon trademarks).
As of March 31, 2025, we held approximately 45 active and pending patents in the United States and approximately 64 active and pending patents outside of the United States. In addition, we held approximately 20 active and pending trademarks in the United States and approximately 10 active and pending trademarks outside of the United States.
Competition
We face competition from several companies that sell similar scanning products through the same retail channel. Stanley, Black & Decker, Franklin, DeWalt, Ryobi, Klein, and others compete for space in retail outlets such as Home Depot and Lowe’s. All the competitors use the capacitive technology pioneered by us and have incorporated many other features introduced by us. Competition is characterized by aggressive pricing and generous rebates and marketing contributions resulting in downward pressure on gross margins.
Our ability to compete successfully depends heavily on ensuring the continuing and timely introduction of innovative new products to the marketplace. Principal competitive factors important to Zircon include our reputation, price, product features and performance, product quality and reliability, design innovation, very high fill rates and distribution capability, marketing and customer service.
Supply Chain
Our products are assembled by our affiliate, a single-customer Maquiladora company, Zircon de Mexico, located in Ensenada, Mexico and by various outsourced component manufacturers located in China and elsewhere. Various components used in the production of our products are sourced from suppliers throughout the world.
Our products include proprietary Application Specific Integrated Circuits or ASIC Semiconductors, which are sourced in the US. Due to the potentially long lead time in the production of microprocessors, Zircon typically seeks to maintain six to twelve months of anticipated unit volume in any given period as ‘safety stock’ of its ASIC chips to avoid supply shortages and maintain its industry-leading on-time delivery to its retailers and distributor partners. Zircon has historically maintained a greater than 97% on-time delivery with its retail and distributor sales partners.
Our manufacturing affiliate, Zircon de Mexico, also benefits from a deep-water port in Ensenada, Mexico that facilitates direct delivery of product and parts from international vendors. Access to the port has allowed us to avoid historic supply chain disruptions caused by congestion in US ports or other impediments to shipping and receiving necessary components from offshore suppliers.
In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of our products to European customers and operations began during the year ended March 31, 2019. The principal shareholders of ZRCN are the shareholders of the affiliates and the affiliates are operated solely for the benefit of Zircon.
Research and Development
During fiscal 2025 and fiscal 2024, we incurred research and development (R&D) expenses of $1.7 million and $1.9 million, respectively. Research and development costs that are not capitalizable under ASC 735-10-25 are expensed as incurred. We engage in research & development as a regular, ongoing part of our operations. Our products include proprietary technology, which we believe creates significant product performance advantages relative to products of our competitors and creates key competitive advantages for the Company. We intend to continue to invest materially in R&D to maintain the competitiveness of our existing products, and to develop and commercialize new technologies for future product and product portfolio expansion activities.
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We do not currently maintain any target or standardized rate of R&D expenditure but may establish such targets in the future.
Employees & Contractors
We strive to build a talented, motivated, and dedicated team. As of March 31, 2025, we had 32 full-time equivalent employees of which 7 were in R&D, 6 were in Sales, 8 were in Marketing and 10 were in G&A, and 1 was in Operations. As of March 31, 2025, Zircon de Mexico had 77 full-time equivalent employees of which 42 were in Operations, 7 were in Marketing, 12 were in R&D, and 16 were in Administration.
We utilize contractors and consultants, including financial advisors, SEC reporting consultants, Investor Relations consultants, Marketing consultants and other such providers that management deems appropriate for achieving the goals and objectives laid out by the Board of Directors.
Available Information
When filed, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). When filed, such reports and other information filed by the Company with the SEC will be available free of charge at www.zircon.com when such reports are available on the SEC’s website. The Company periodically provides other information for investors on its website, www.zircon.com. Online investor information typically includes press releases and other information about financial performance, information on environmental, social and corporate governance and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Report is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references for convenience only.
ITEM 1A. RISK FACTORS
Our business, results of operations and financial condition, and reputation as well as the price of our stock, if trading, can be affected by a number of factors, whether currently known or unknown, including those described below. When any one or more of these risks materialize from time to time, ZRCN’s business, results of operations and financial condition, as well as the price of our stock, can be materially and adversely affected.
You should consider carefully the risks described below together with the other information contained in this current report on Form 10-K. This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.
Because of the following factors, as well as other factors affecting our results of operations and financial condition, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. This discussion of risk factors contains forward-looking statements.
This section should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report.
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Macroeconomic and Industry Risks
Our operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect our business, results of operations and financial condition.
We generate sales revenue primarily in the North American market with additional sales revenues coming from Europe and Asia. In addition, some of our global supply chain and our manufacturing partners, are located in Mexico and China. As a result, our operations and performance depend significantly on global and regional economic conditions. We take steps to mitigate manufacturing risks through redundancies and regular monitoring of business conditions, but there is no guarantee that these efforts will mitigate all associated risks and variables in the global supply chain can have a material impact on our revenue and profitability.
Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs and other barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can materially adversely affect demand for our products. In addition, consumer confidence and spending can be adversely affected in response to financial market volatility, negative financial news, high inflation and interest rate, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors.
In addition to an adverse impact on demand for Zircon’s products, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on Zircon’s suppliers, manufacturing partners, and logistics providers. Potential effects include financial instability; inability to obtain credit to finance operations and purchases of our products; and insolvency.
A downturn in the economic environment can also lead to increased business operation risks for the Company and limitations on our ability to conduct and finance our operations. These and other economic factors can materially adversely affect our business, results of operations and financial condition.
Our business can be impacted by political events, trade and other international disputes, Force Majeure events like war, terrorism, natural disasters, public health issues, industrial accidents and other unforeseen business disruptions.
Political events, trade and other international disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions can harm or disrupt international commerce and the global economy and could have unknown material adverse effects on us and our customers, suppliers, manufacturing partners, and logistics providers.
We believe that we benefit from growth in international trade. Trade and other international disputes can result in tariffs, sanctions, and other measures that restrict international trade and can adversely affect our business. For example, tensions between the U.S. and China have led to a series of tariffs being imposed by the U.S. on imports from mainland China, as well as other business restrictions. Tariffs increase the cost of our products and the components and raw materials that go into making them. These increased costs adversely impact the gross margin that we earn on our products. Tariffs can also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Countries may also adopt other measures, such as controls on imports, that could adversely impact on our operations and supply chain and limit our ability to offer our products as designed. These measures can require us to take various actions, including changing suppliers and restructuring business relationships. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming, disruptive to our operations and distracting to management. Such restrictions can be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures. Political uncertainty surrounding trade and other international disputes could also have a negative effect on consumer confidence and spending, which could adversely affect our business.
Many of our suppliers and manufacturing partners are in locations that are prone to earthquakes and other natural disasters. In addition, such operations and facilities are subject to the risk of interruption by fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacks and other hostile acts, ransomware and other cybersecurity attacks, labor disputes, public health issues, including pandemics such as the COVID-19 pandemic, and other events beyond our control. Global climate change is resulting in certain types of natural disasters occurring more frequently or with more intense effects. Such events can make it difficult or impossible for us to operate and deliver products to our customers. Following an interruption to our business, we may require substantial recovery time, experience significant expenditures to resume operations, and lose significant sales. Because we rely on single or limited sources for our products, a business interruption affecting such sources would exacerbate any negative consequences to us.
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Our operations are also subject to the risks of industrial accidents at our manufacturing partners. While our partners are required to maintain safe working environments and operations, an industrial accident could occur and could result in disruption to our business. Although we maintain insurance coverage for certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise.
The market for our products is competitive but not subject to rapid technological change. If that were to change, we may be unable to compete effectively.
We take measures that we believe are prudent to manage our technology risks, including investing in research & development (R&D) to ensure that our products maintain technological competitiveness, seeking patent and intellectual property protections in key markets and legally asserting our intellectual property rights when we believe that our rights have been violated. These efforts have proven effective for us historically, but there is no guarantee that our technology, R&D or that our efforts to protect our intellectual property will be wholly successful in every instance going forward. Should efforts prove unsuccessful or insufficient, our technology may not be able to maintain our current level of market competitiveness.
The market for our products is highly price sensitive and subject to change with market conditions.
The United States represents our primary market. The US consumer retail market is a highly competitive market characterized by aggressive price competition and potential downward pressure on gross margins. The hand tool industry is not typically characterized by frequent introduction of new products with short product life cycles. Although customers and retailers often seek new product ideas, the industry is not known for rapid adoption of technological advancements. New product ideas often take a year or two to be phased into the Plan-o-gram and onto the retailers’ walls. The electronic tool category has had more innovation than most tools and consequently, more competition has emerged.
Our ability to compete successfully depends heavily on ensuring the continuing and timely introduction of innovative new products to the marketplace. We design and develop our products. As a result, we must make significant investments in R&D. There can be no assurance these investments will achieve the expected returns, and we may not be able to develop and market new products successfully. If we are unable to continue to develop and sell innovative new products with attractive margins, our ability to maintain a competitive advantage could be adversely affected.
We are responsible for creating the electronic wall scanning product category and have over 40 years of experience developing and marketing such tools. Nevertheless, we face substantial competition from companies that have significant technical, marketing, distribution, and other resources. In addition, some of our competitors have broader product lines, lower-priced products, a larger client base, and a longer operating history. Certain competitors have the resources, experience, or cost structures to provide products at little or no profit or even at a loss.
Our business, results of operations and financial condition will depend on our ability to continually improve our products to maintain their functional and design advantages. There can be no assurance we will be able to continue to provide products that compete effectively.
Business Risks
To remain competitive and stimulate customer demand, we must successfully manage frequent introductions and transitions of products.
Due to the competitive nature of the industry in which we compete, we must continue to introduce new product features and innovations and enhance existing products. We must continue to develop new technologies to stimulate consumer demand for new and upgraded products. We must successfully manage the transition to these new and upgraded products. The success of new product introductions depends on a number of factors, including timely and successful development, market acceptance, our ability to manage the risks associated with production ramp-up issues, the effective management of inventory levels in line with anticipated product demand, the availability of products in appropriate quantities and at expected costs to meet anticipated demand, and the risk that new products may have quality or other defects or deficiencies. There can be no assurance we will successfully manage future introductions and transitions of products and services.
We depend on product manufacturing and logistical services provided by outsourcing partners, many of which are located outside of the U.S.
Much of our manufacturing is performed by outsourcing partners located in China, Malaysia, and Mexico. A significant concentration of this manufacturing is currently performed by a small number of outsourcing partners, often in proximity to one another. We have also outsourced much of our transportation and logistics management to our affiliate, Zircon de Mexico. While these arrangements can lower operating costs, they also reduce our direct control over production. Such diminished control has, from time to time and may in the future, have an adverse effect on the quality or quantity of products manufactured, or adversely affect our flexibility to respond to changing conditions. Although we have a robust source inspection process and arrangements with partners contain provisions for product defect expense reimbursement, we remain responsible to the consumer for warranties in the event of product defects. Because of this we may experience an unanticipated product defect liability. While we rely on our partners to adhere to our quality standards, deviations may occur from time to time and could adversely affect our business, reputation, results of operations and financial condition.
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We rely on outsourcing suppliers in Mexico and China to manufacture our product. Any failure of these partners to perform can have a negative impact on our cost or finished goods. In addition, manufacturing and logistics or transit to final destinations can be disrupted for a variety of reasons, including natural and man-made disasters, information technology system failures, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues, or international trade disputes.
We have invested in certain manufacturing equipment, much of which is held by certain of our outsourcing partners. While these arrangements help ensure the supply of the products, if these outsourcing suppliers experience severe financial problems or other disruptions in their business, such continued supply can be reduced or terminated, and the recoverability of manufacturing process equipment or prepayments can be negatively impacted or impossible.
We have no long-term contracts with the majority of our third-party suppliers that guarantee volume or the continuation of payment terms, making us vulnerable to supply problems and price fluctuations.
We have no long-term contracts with the majority of our third-party suppliers that guarantee volume or the continuation of payment terms. We depend on our suppliers to provide us with materials in a timely manner that meet our quality, quantity and cost requirements. The forecasts of demand we use to determine order quantities and lead times for components purchased from outside suppliers may be incorrect. If we do not increase our sales volumes, which drive our demand for our suppliers’ products, we may not procure volumes sufficient to receive favorable pricing, which could impact our gross margins if we are unable to pass along price differences to our customers. Recent global economic cost inflation trends could unfavorably impact pricing from our suppliers, which could impact our gross margins if we are unable to pass along price differences to our customers. Our failure to obtain required components or subassemblies when needed and at a reasonable cost would adversely affect our business. These suppliers may encounter problems during manufacturing for a variety of reasons, any of which could delay or impede their ability to meet our demand. Any difficulties in locating and hiring third-party suppliers, or in the ability of third-party suppliers to supply quantities of our products at the times and in the quantities, we need, could have a material adverse effect on our business.
Future operating results depend upon our ability to obtain products in sufficient quantities on commercially reasonable terms.
Because we currently obtain the products from limited sources, we are subject to significant supply and pricing risks. Many components, including those that are available from multiple sources, are at times subject to industry-wide shortages and significant commodity pricing fluctuations that can materially adversely affect our business, results of operations and financial condition. For example, the global semiconductor industry is experiencing high demand and shortages of supply, which has adversely affected, and could materially adversely affect, our ability to obtain sufficient quantities of products on commercially reasonable terms or at all. While we have entered into agreements for the supply of the products, there can be no assurance we will be able to extend or renew these agreements on similar terms, or at all. The manufacturing partners may suffer from poor financial conditions, which can lead to business failure for the supplier or consolidation within a particular industry, further limiting our ability to obtain products on commercially reasonable terms or at all. The effects of global or regional economic conditions on our suppliers may also affect our ability to obtain products. Therefore, we remain subject to risks of supply shortages and price increases that can materially adversely affect our business, results of operations and financial condition.
Our products may be affected from time to time by design and manufacturing defects that could materially adversely affect our business and result in harm to our reputation.
We offer products that can be affected by design and manufacturing defects. Defects can also exist in components and so products. Component defects could make our products unsafe and create a risk of environmental or property damage and personal injury. These risks may increase as our products are introduced into specialized applications, including healthcare. There can be no assurance that we will be able to detect and fix all issues and defects in the products we offer. Failure to do so can result in widespread technical and performance issues affecting our products. In addition, we can be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines. Quality problems can also adversely affect the experience for users of our products, and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for products, delay in new product introductions and lost sales.
We are exposed to the risk of write-downs on the value of our inventory and other assets, in addition to purchase commitment cancellation risk.
We record write-downs for inventories that have become obsolete or exceed anticipated demand, or for which cost exceeds net realizable value. We review long-lived assets, including capital assets and consigned inventory held at our suppliers’ facilities, for impairment whenever events or circumstances indicate the assets may not be recoverable. If we determine that an impairment has occurred, we record a write-down equal to the amount by which the carrying value of the asset exceeds its fair value. Although we believe our inventory, capital assets, prepayments and other assets and purchase commitments are currently recoverable, there can be no assurance we will not incur write-downs, fees, impairments and other charges.
We are exposed to the risk of maintaining inventory levels that could misalign with sales depending upon changing market conditions.
We order our products and build inventory in advance of product announcements and shipments. Manufacturing purchase obligations cover our forecasted component and manufacturing requirements, typically for periods up to 90 days but with some as long as 18 months. Because the markets are volatile, competitive and subject to technology and price changes, there is a risk we will forecast incorrectly and order or produce excess or insufficient amounts of products or not fully utilize firm purchase commitments.
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We compete globally with companies that are often larger and better capitalized and if we cannot compete effectively, our business may be negatively affected.
The Company has several large competitors who have entered the market over the years, notably Stanley, Black and Decker, DeWalt and Ryobi. They, along with Franklin Sensor, have offered products in the wall scanning market. While our competitors have made inroads in the market, the Company believes its products outperform the competitors’ products.
Customer consolidation could have a material adverse effect on our business.
The emergence of ‘Big Box’ retail home stores in the hardware and tool retail market has forced many small retailers out of business and reduced the overall number of potential retailers able to purchase our tools. The growth of big box stores has not reduced the number of potential end user customers. However, the effect has been to consolidate buying power in fewer retailers. While the pace of the consolidation has slowed, there remains a risk that the top retailers could absorb or acquire the larger regional retailers, further enhancing their buying power which may put pressure on our prices and profitability.
Demand for new products below expectations and our ability or inability to develop and introduce new products at favorable economic levels could adversely impact our financial results and prospects for growth.
Historically, consumer demand for our products correlates to housing industry trends such as existing home turnover and new home construction. Housing turnover and new home construction are affected by inflation and interest rates. Both increased inflation and higher interest rates can impact demand for homes and new home construction. While the inflation rate has recently been decreasing because of US monetary policy, interest rates remain elevated. There can be no guarantee the fed policies will be successful in mitigating all aspects of inflation that affect home turnover and purchasing, nor can we predict future interest rates. If inflation were to continue increasing and interest rates continue to rise, we may not be able to mitigate all adverse impacts on end user demand for our products through traditional methods such as pricing adjustments or internal cost reductions.
A significant portion of our revenue is dependent upon a small number of customers, and our two largest customers that collectively accounted for approximately 61% and 63% of net revenue in fiscal 2025 and fiscal 2024, respectively. The loss of any one of these customers would negatively impact our revenues and our results of operations.
Sales to our top five customers accounted for approximately 76% and 78% of our net sales for the years ended March 31, 2025 and 2024, respectively. Sales to our largest customer accounted for approximately 46% and 40% of our net sales, respectively, and another customer accounted for approximately 15% and 23%, respectively, of our net sales for the years ended March 31, 2025 and 2024. No other customer accounted for 10% or more of total sales. Contractual relationships with our major customers do not guarantee sales volumes or longevity. Consequently, our relationship with our major customers could change at any time. Our business, results of operations and financial condition would be materially and adversely affected if:
| ● | we lose any of our other major customers; | |
| ● | or any of our other major customers purchase fewer of our products; or | |
| ● | we experience any other adverse change in our relationship with any of our other major customers. |
If the products that we offer do not reflect our customers’ tastes and preferences, our net sales and profit margins could decrease.
Our success depends in part on our ability to offer products and services that reflect consumers’ tastes and preferences. Consumers’ tastes are subject to frequent, significant and sometimes unpredictable changes. If the merchandise we offer for sale fails to respond to changes in customer preferences, our sales could suffer and we could be required to mark down unsold inventory, which could depress profit margins, or we could be required to accept returned merchandise in exchange for full credit which could depress net sales and profit margins. In addition, any failure to offer products and services in line with customers’ preferences could allow competitors to gain market share, which could harm our business, results of operations and financial condition.
Our success depends largely on the continued service and availability of highly skilled employees, including key personnel.
Much of our future success depends on the continued availability and service of key personnel, including our Chief Executive Officer, executive team, and other highly skilled employees. Experienced personnel in the technology industry are in high demand and competition for their talents is intense. If we are unable to recruit and retain highly skilled employees, it could materially adversely affect our business, results of operations and financial condition.
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Key personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly, and disruptive.
If we lose the services of key personnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. The loss of the services of any key personnel, marketing or other personnel or our failure to attract, integrate, motivate, and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.
Investment in acquisitions and new business strategies could disrupt our ongoing business, present risks not originally contemplated and adversely affect Zircon’s business, reputation, results of operations and financial condition.
We have invested, and in the future may invest, in new business strategies and acquisitions. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, greater-than-expected liabilities and expenses, economic, legal, and regulatory challenges associated with operating in new businesses, regions or countries, inadequate return on capital, potential impairment of tangible and intangible assets, and significant write-offs. Investment and acquisition transactions are exposed to additional risks. We cannot assure that we will be able to fully realize the anticipated benefits of a transaction. These new ventures are inherently risky and may not be successful. The failure of any significant investment could adversely affect our business, reputation, results of operations and financial condition.
Legal and Regulatory Compliance Risks
We are subject to complex and changing laws and regulations, which expose us to potential liabilities, increased costs and other adverse effects on our business.
Our operations are subject to complex and changing laws and regulations on subjects, including privacy, data security and data localization; consumer protection; advertising, sales, billing and e-commerce; product liability; intellectual property ownership and infringement; availability of third-party software applications and services; labor and employment; anticorruption; import, export and trade; foreign exchange controls and cash repatriation restrictions; foreign ownership and investment; tax; and environmental, health and safety, including electronic waste, recycling, and climate change.
Compliance with these laws and regulations that affect our business can be onerous and expensive, increasing the cost of conducting our operations. Changes to laws and regulations can adversely affect our business by increasing our costs, limiting our ability to offer a product to customers, requiring changes to our supply chain and business practices or otherwise making our products less attractive to customers. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors or agents will not violate such laws and regulations or our policies and procedures. If we are found to have violated laws and regulations, it could materially adversely affect our business, results of operations and financial condition. Regulatory changes and other actions that materially adversely affect our business may be announced with little or no advance notice and we may not be able to mitigate all adverse impacts from such measures.
We may have inadvertently violated Section 13(k) of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) as a result of the transition from private to public accounting and may be subject to sanctions as a result.
Section 13(k) of the Exchange Act provides that it is unlawful for a company, such as ours, that has a class of securities registered under Section 12 of the Exchange Act to, directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the company. In March 2022, Zircon Corporation, our wholly owned subsidiary, loaned our chief executive officer funds to pay certain tax obligations, which was still outstanding when we acquired Zircon in April 2023, which may have violated Section 13(k) of the Exchange Act as a result of the transition from private to public company accounting. The loan was repaid in August 2023 as soon as management became aware of the possible violation. The loan repayment was made by means of an offset to beneficial amounts of our chief executive officer in certain loans to the Company to which offset he did not object. Issuers that are found to have violated Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions. The imposition of any of such sanctions on us could have a material adverse effect on our business, financial position, results of operations or cash flows.
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Financial Risks
We manufacture and sell our products in numerous countries around the world. As a result, we may be exposed to foreign currency risks as we engage in transactions and make investments denominated in foreign currencies.
Our primary market currently and historically is the US market, but our products are sold and distributed throughout the world. Further, we manufacture our products internationally and maintain supply and other relationships in Europe, Canada, Mexico, and Asia. Fluctuations in exchange rates across certain markets could adversely affect our business, results of operations and financial condition without warning. We are pursuing growth in international markets and if we experience growth in international markets and as they become a larger portion of our overall revenue from product sales, we expect the impact from currency fluctuations to become more pronounced in conjunction with changes in the geographic composition of sales.
We are subject to changes in tax rates, the adoption of new U.S. or international tax legislation and exposure to additional tax liabilities.
We are subject to taxes in the U.S. and foreign jurisdictions. Due to economic and political conditions, tax laws and tax rates for income taxes and other non-income taxes in various jurisdictions may be subject to significant change. Our effective tax rates are affected by changes in the earnings, changes in the valuation of deferred tax assets and liabilities, the introduction of new taxes, or changes in tax laws or their interpretation, including in the U.S., China and other foreign jurisdictions.
Our results of operations could be negatively impacted by inflationary or deflationary economic conditions.
Inflationary or deflationary economic conditions could affect our ability to obtain raw materials, component parts, freight, energy, labor, and sourced finished goods in a timely and cost-effective manner. We may also experience changes in interest rate environments that impact our cost of capital, the overall strength of the economy and possible demand for our products in the markets in which we operate and sell.
Financing Risks
If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations.
We currently rely on cash flow from operations and our revolving credit facility (the “Credit Facility”) to fund our business. Amounts outstanding on the Credit Facility are reported as debt on our balance sheet. While we believe that we have the ability to sufficiently fund our planned operations and capital expenditures for the foreseeable future, various risks to our business could result in circumstances that would materially affect our liquidity. For example, cash flows from our operations could be affected by changes in consumer spending habits, macroeconomic conditions, the failure to maintain favorable vendor payment terms or our inability to successfully implement sales growth initiatives, among other factors. We may be unsuccessful in securing alternative financing when needed on terms that we consider acceptable.
As of March 31, 2025, there was $8.4 million outstanding under the Credit Facility. Any significant increase in our leverage could have the following risks:
our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired in the future;
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our failure to comply with the financial and other restrictive covenants governing our debt, which requires us to comply with Fixed Cost Coverage Ratio (“FCCR”) and limits our ability to incur additional debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations; and
Our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant.
If we are unable to remain in compliance with our debt covenants, our lenders may restrict our ability to draw on our Credit Facility, which could have a negative impact on our operations, ability to pay dividends, and growth potential, including our ability to complete acquisitions.
The Company’s debt covenants may affect its liquidity or limit its ability to pursue acquisitions, incur debt, make investments, sell assets or complete other significant transactions.
The Company’s Credit Facility contains the usual and customary covenants regarding significant transactions, including restrictions on other indebtedness, liens, investments and acquisitions, merger or consolidation transactions, transactions with affiliates and changes in or amendments to the organizational documents for the Company and its subsidiaries. Unless waived by the Company’s lender, these covenants could limit the Company’s ability to pursue opportunities to expand its business operations, respond to changes in business and economic conditions and obtain additional financing, or otherwise engage in transactions that the Company considers beneficial.
The Company’s ability to comply with its credit facility is subject to future performance and other factors.
The Company’s ability to make required payments of principal and interest on its debts, to refinance its maturing indebtedness, to fund capital expenditures or to comply with its debt covenants will depend upon future performance. The Company’s future performance is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. The breach of any of the debt covenants could result in a default under the Company’s credit facility. Upon the occurrence of an event of default, the Company’s lender could make an immediate demand of the amount outstanding under the credit facility. If a default was to occur and such a demand was to be made, there can be no assurance that the Company’s assets would be sufficient to repay the indebtedness in full.
The Company was issued a default letter by its lender during the three months ended June 30, 2025 and is now operating under a forbearance agreement. If the Company cannot meet the covenants under the forbearance agreement, it may not be able to continue borrowing under its Credit Agreement.
The Company was issued a default letter from its lender during the three months ended June 30, 2025. It entered into a forbearance agreement with its lender on July 15, 2025 under which it must meet certain monthly reporting requirements, achievement of certain EBITDA targets and revised FCCR targets. If the Company does not meet these forbearance requirements, then the Company could be put in default again and the lender could exercise its rights under such a default which include making an immediate demand of the amounts outstanding under the credit facility. The Company did not meet its EBITDA target for July 2025 but was granted a waiver from the lender on September 5, 2025.
We may incur future indebtedness and may in the future issue additional equity or debt securities to finance our business operations and strategic initiatives.
Indebtedness or issuances of additional equity or debt securities in connection with mergers or acquisitions, may impact the manner in which we conduct business or our access to external sources of liquidity. The potential issuance of such securities may limit our ability to implement elements of our business strategy and may have a dilutive effect on earnings.
Tight capital and credit markets or the failure to maintain credit ratings could adversely affect us by limiting our ability to borrow or otherwise access liquidity.
We have historically maintained sufficient capital and liquidity to finance our ongoing operations and develop and manufacture our products. As we seek to access capital for growth, tight debt and equity capital markets could impede our ability to access such additional capitalization and impede or delay our growth plans and strategies.
We are exposed to credit risk on our accounts receivable.
Our outstanding trade receivables are not generally covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our trade and non-trade receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have an adverse effect on our financial condition and operating results.
We are not aware of any material credit risks with any of our customers, but there can be no guarantee that such risks will not develop in the future. While we have reserves set aside for doubtful accounts, a business failure by one of our major accounts could adversely impact our profits and operating results.
Legal, Tax, Regulatory and Compliance Risks
Our brand names are important assets of our businesses and violation of our intellectual property or trademark rights, or the failure of our licensees or vendors to comply with our product quality, manufacturing requirements, marketing standards, and other requirements could negatively impact revenues and brand reputation.
We seek to protect our intellectual property rights and our tradenames in the normal course of our business operations. Any inability to protect our other intellectual property rights could also reduce the value of our products and services or diminish our competitiveness. Assertion by us of our intellectual property and trademark rights can also be costly and time-consuming and may materially adversely affect our financial condition and operating results. If we are not able to access the additional liquidity internally or through external means to assert our intellectual property rights, we could incur damage to our brand identity and our sales and results of operations.
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Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely affect our reputation and results of operations.
We regularly move data across national borders, and consequently the Company is subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to us is often uncertain and may be conflicting, particularly with respect to foreign laws. For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union law and added a broad array of requirements for handling personal data, including the public disclosure of significant data breaches. Similarly, the California Consumer Privacy Act of 2018 (“CCPA”), which became effective in January 2020, provided, among other things, a new private right of action for data breaches, required companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, and provided consumers with additional rights. The California Privacy Rights Act of 2020, which became effective on January 1, 2023, amends and expands the CCPA, creating new industry requirements, consumer privacy rights and enforcement mechanisms. Virginia and Colorado have also passed robust privacy laws that came into effect on January 1, 2023, and July 1, 2023, respectively. Our reputation and brand and our ability to attract new customers could also be adversely impacted if we fail, or are perceived to have failed, to properly respond to security breaches of our third party’s information technology systems. Such failure to properly respond could also result in similar exposure to liability.
Additionally, other countries have enacted or are seeking to enact data localization laws that require data to stay within their borders. In many cases, these laws and regulations apply not only to transfers between unrelated third parties but also to transfers between us and our subsidiaries, vendors or manufacturing partners.
Evolving compliance and operational requirements may impose costs that are likely to increase over time. Privacy laws that may be implemented in the future, and court decisions impacting activities across borders, including the Schrems II decision invalidating the EU - U.S. Privacy Shield, will continue to require changes to certain business practices, thereby increasing costs, or may result in negative publicity, require significant management time and attention, and may subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.
Climate change and climate change legislation or regulations may adversely affect our business.
Compliance with government regulations, including environmental and climate change regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on our capital expenditures, results of operations or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon us and which could negatively impact our operating results and financial condition.
Our failure to continue to successfully avoid, manage, defend, litigate and accrue for claims and litigation could negatively impact our results of operations or cash flows.
We are exposed to and may become involved in various litigation matters arising out of the ordinary routine conduct of our business, including, from time to time, actual or threatened litigation relating to such items as commercial transactions, product liability, workers compensation, arrangements between us and our distributors, franchisees or vendors, intellectual property claims and regulatory actions.
In addition, we are subject to environmental laws in each jurisdiction in which business is conducted. Some of our products incorporate substances that are regulated in some jurisdictions in which we conduct manufacturing operations. We have been, and could be in the future, subject to liability if we do not comply with these regulations. In addition, we may in the future be, held responsible for remedial investigations and clean-up costs resulting from the discharge of hazardous substances into the environment, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws and regulations. Changes in environmental and other laws and regulations in both domestic and foreign jurisdictions could adversely affect our operations due to increased costs of compliance and potential liability for non-compliance.
We manufacture products and perform various services that create exposure to product and professional liability claims and litigation. The failure of our products and services to be properly manufactured, configured, installed, designed or delivered, resulting in personal injuries, property damage or business interruption could subject us to claims for damages. The costs associated with defending ongoing or future product liability claims and payment of damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.
There can be no assurance that we will be able to continue to successfully avoid, manage and defend such matters. In addition, given the inherent uncertainties in evaluating certain exposures, actual costs to be incurred in future periods may vary from our estimates for such contingent liabilities.
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Our products could be recalled.
We maintain an awareness of and responsibility for the potential health and safety impacts on our customers. Our product development processes include product safety reviews and extensive testing. Safety reviews are performed at various product development milestones, including a review of product labeling and marking to ensure safety and operational hazards are identified for the customer.
Despite safety and quality reviews, the Consumer Product Safety Commission or other applicable regulatory bodies may require, or Zircon may voluntarily institute, the recall, repair or replacement of our products if those products are found to not be in compliance with applicable standards or regulations. A recall could increase our costs and adversely impact our reputation.
Users might not understand the product limitations.
Certain of our tools are designed to detect objects behind opaque surfaces, such as electrical wiring or pipes. However, these tools have known technical limitations. In particular, they may not detect alternating current (AC) activity or other objects if the wires or components are located mor than two inches (5 cm) behind the scanned surface, embedded in concrete, encased in conduit or shielded cable, behind a plywood shear wall or metallic wall covering or wall covering that includes metallic or similar particles, or if there is moisture in the scanned wall covering surface material of surrounding environment.
Users may not comply with safety instructions.
Users are expressly warned not to rely exclusively on our tools for locating concealed items. Safe and effective use of the product requires that users supplement tool readings with additional information, such as construction plans, visual identification of entry points for wiring and piping (e.g. in basements), and general knowledge of standard construction practices, including stud-spacing conventions. Users are further warned not to assume that the absence of a detection reading equates to the absence of live electrical wiring. Before drilling, cutting, or otherwise penetrating any wall or surface, users are strongly advised to shut off all electrical, gas, and water supplies. Failure to follow these instructions may result in electric shock, fire, severe injury, or significant property damage.
We cannot guarantee that users will comply with all safety instructions or that all hazards will be identified by the tool under all conditions. As such, improper use of our products may result in liability, personal injury (up to and including death)), property damage, or reputational harm, any of which could adversely affect our business, financial condition, results of operations, and cash flows.
Other Risks
Our results of operations and earnings may not meet guidance or future expectations.
Our results of operations and earnings may not meet guidance or future expectations. We may provide public guidance on expected results of operations for future periods. This guidance would be comprised of forward-looking statements subject to risks and uncertainties, including the risks and uncertainties described in this Report and in our other public filings and public statements, and would be based necessarily on assumptions we make at the time we provide such guidance. Our guidance may not always be accurate. We may also choose to withdraw guidance, or lower guidance in future periods. If, in the future, our results of operations for a particular period do not meet our guidance or the expectations of investment analysts, we reduce our guidance for future periods, or we withdraw guidance, the market price of our common stock could decline significantly.
If we are unable to maintain effective internal controls over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected, which could have a material adverse effect on our financial condition and the trading price of our common stock.
As a public company, we are required to design and maintain proper and effective internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 may require that we evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report on the internal controls over financial reporting, which must be attested to by our independent registered public accounting firm. If we become unable to maintain effective internal controls over financial reporting, our ability to record, process and report financial information timely and accurately could be adversely affected.
Risks Related to our Common Stock
We may conduct offerings of our equity securities in the future, in which case an investor’s proportionate interest may become diluted.
If we issue additional common stock shares or securities convertible into our common stock, your percentage interest in the Company could become diluted.
During any future financing, when common stock is issued in return for capital investment, the price per share could be lower than that paid by our current shareholders.
The sale or availability of substantial amounts of our common stock could adversely affect their market price.
Should we become a publicly listed company, sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this report, we have 10,332,425 shares of common stock issued and outstanding. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.
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We have never declared or paid any cash dividends or distributions on our capital stock. And we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors that the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
Because we do not expect to pay dividends in the foreseeable future, investors must rely on price appreciation of our common stock as the only means of generating a positive return for any investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the operations and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.
Accordingly, a positive return on any investment in our common stock will depend entirely upon any future price appreciation of our common stock. There is no guarantee that the market price of our common stock will appreciate, or even maintain the price at which an investor may have purchased the common stock. Investors may not realize a return on their investment in our common stock and may even lose their entire investment in our common stock.
We may become involved in securities class action litigation that could divert management’s attention and harm our business.
The stock market in general, and the shares of small-cap companies in particular, can experience extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our stock could fall regardless of Zircon’s operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our stock suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.
In the event we become a publicly listed company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.
Our common stock may trade below $5.00 per share and be deemed a “penny stock,” which could make it more difficult for investors to sell their shares.
The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
| ● | that a broker or dealer approves a person’s account for transactions in penny stocks, and | |
| ● | the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
| ● | obtain financial information and investment experience objectives of the person, and | |
| ● | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
| ● | sets forth the basis on which the broker or dealer made the suitability determination and | |
| ● | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
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Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
We have elected to avail ourself of the extended transition period for complying with new or revised accounting standards pursuant to Section 102(b)(1) of the JOBS Act, and further the JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in the Company.
For so long as we remain an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” In particular, as an emerging growth company we:
| ● | are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; | |
| ● | are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); | |
| ● | are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); | |
| ● | are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; | |
| ● | may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and | |
| ● | are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. |
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,235,000,000 in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues.
We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Therefore, our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.
Our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,” we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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We believe cybersecurity is critical to advancing our technological developments. As a manufacturing and technology company, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of service. Our customers, suppliers, subcontractors, and business partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our business strategy, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we expend resources on cybersecurity.
Risk Management
We
engage
In the event of an incident, we intend to follow our cybersecurity incident response plan, which outlines the steps to be followed from incident detection to mitigation, and notification. We contract with external firms that have extensive information technology and program management experience. We have implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. As a public company, we must comply with extensive regulations, including requirements for reporting cybersecurity incidents to the SEC. We believe we are positioned to meet the requirements of the SEC. In addition to following SEC guidance and implementing pre-existing third party frameworks, we have developed our own practices and frameworks, which we believe enhance our ability to identify and manage cybersecurity risks. Assessing, identifying, and managing cybersecurity related risks are factored into our overall business approach. We rely heavily on our supply chain to deliver our products and services, and a cybersecurity incident at a clinical site, subcontractor, or business partner could materially adversely impact us. We require that our subcontractors report cybersecurity incidents to us so that we can assess the direct impact of the incident.
ITEM 2. PROPERTIES
We lease facilities under an operating lease in Campbell, CA. through 2027. ZRCN and Zircon are headquartered in a 14,000 square foot building in Campbell, CA. The Company also has inventory located in Ensenada, Mexico, the Netherlands, Canada, the United Kingdom and two of our manufacturing subcontractors located in China.
We believe our facilities are suitable for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate. We also believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.
ITEM 3. LEGAL PROCEEDINGS
From time to time and in the normal course of operations, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.
ZRCN is engaged in procedures to protect its proprietary rights and has filed complaints with the Federal Trade Commission and the Customs and Border Patrol.
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is on the OTCQX Market. There have been fewer than fifty trades since the shares were listed on February 24, 2025.
Holders of Our Common Stock
As of March 31, 2025, there were 103 stockholders of record of our common stock.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the three months ended March 31, 2025.
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SELECTED FINANCIAL DATA
The following selected consolidated financial information has been derived from the audited consolidated financial statements of Zircon. The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes to those statements included therein.
| March 31, 2025 | March 31, 2024 | |||||||
| (As Revised) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 1,407 | $ | 502 | ||||
| Accounts receivable, net of provision for credit losses of $53 and $14, respectively | 6,102 | 8,644 | ||||||
| Inventory, net | 12,456 | 14,057 | ||||||
| Prepaid expenses and other assets | 294 | 335 | ||||||
| Total current assets | 20,259 | 23,538 | ||||||
| Property and equipment, net | 1,594 | 1,803 | ||||||
| Deferred tax asset | — | 499 | ||||||
| Operating lease right-of-use assets | 558 | 751 | ||||||
| Federal tax deposit | 28 | 213 | ||||||
| Intangible assets, net | 684 | 792 | ||||||
| Deposits | 19 | 19 | ||||||
| Deferred financing costs | 236 | — | ||||||
| Total assets | $ | 23,378 | $ | 27,615 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Line of credit | $ | 8,413 | $ | 8,026 | ||||
| Accounts payable | 6,453 | 7,050 | ||||||
| Accrued expenses | 1,720 | 2,789 | ||||||
| Operating lease liability, current | 213 | 195 | ||||||
| Notes payable, current portion | — | 75 | ||||||
| Total current liabilities | 16,799 | 18,135 | ||||||
| Operating lease liability, net of current portion | 373 | 545 | ||||||
| Notes payable to Stauss Family Administrative Trust, net of current portion | 676 | 667 | ||||||
| Total liabilities | 17,848 | 19,347 | ||||||
| Commitments and Contingencies (Note 14) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock; at $0.0001 par value, 200,000,000 shares authorized, 10,306,426 and 10,016,936 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively | 1 | 1 | ||||||
| Additional paid-in capital | 8,532 | — | ||||||
| Accumulated other comprehensive loss | (347 | ) | (187 | ) | ||||
| (Accumulated deficit) Retained earnings | (4,297 | ) | 6,762 | |||||
| Total equity attributable to ZRCN Inc. stockholders | 3,889 | 6,576 | ||||||
| Non-controlling interests in variable interest entities | 1,641 | 1,692 | ||||||
| Total stockholders’ equity | 5,530 | 8,268 | ||||||
| Total liabilities and stockholders’ equity | $ | 23,378 | $ | 27,615 | ||||
| For the Years Ended March 31, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Consolidated Statements of Operations Data: | ||||||||
| Cash and cash equivalents | $ | 1,407 | $ | 502 | ||||
| Working capital | 3,460 | 13,429 | ||||||
| Total assets | 23,378 | 27,615 | ||||||
| Long-term obligations | 9,462 | 9,238 | ||||||
| Total stockholders’ equity | 5,530 | 8,268 | ||||||
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis of the financial position and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included elsewhere in this Report. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under “Forward-Looking Statements” and “Risk Factors” and those included elsewhere in this report.
OVERVIEW
Zircon is a Silicon Valley-based company operating in Northern California since 1977, leveraging its proprietary sensor-based technology across a mix of global markets, including commercial and residential buildings, government infrastructure and building information modeling. Zircon is focused on creating new, technical solutions for global applications in the areas of home and workplace safety, project efficiency, and structural data analysis.
Zircon benefits from a multi-generational customer base of professional contractors and do-it-yourselfers who rely on Zircon’s innovative and easy-to-use products to get the job done.
RESULTS OF OPERATIONS
The Company’s selected financial information for fiscal 2025 and fiscal 2024 is as follows. All the data are presented in United States dollars.
Financial Position Analysis
The information presented as of March 31, 2025 represents the information for ZRCN Inc. The information presented as of March 31, 2024 represents the information of Zircon Corporation.
| In thousands | March 31, 2025 | March 31, 2024 | ||||||
| Assets | $ | 23,378 | $ | 27,615 | ||||
| Liabilities | $ | 17,848 | $ | 19,347 | ||||
| Equity | $ | 5,530 | $ | 8,268 | ||||
Assets
Total assets as of March 31, 2025, were $23.4 million compared to $27.6 million as of March 31, 2024, which was a decrease of approximately $4.2 million. This decrease was driven primarily by an increase in cash of $0.9 million, an increase in deferred financing costs of $0.2 million offset by a decrease in accounts receivable of approximately $2.5 million, a decrease in inventory of approximately $1.6 million, a decrease in deferred tax assets of $0.5 million, a decrease in property, plant and equipment of $0.2 million, a decrease in operating right-of-use assets of $0.2 million, a decrease in federal tax deposits of $0.2 million, and a decrease in net intangible assets of $0.1 million.
Liabilities
Total liabilities as of March 31, 2025, were $17.9 million compared to $19.3 million as of March 31, 2024, which was a decrease of approximately $1.5 million. This decrease was driven primarily by a decrease in accounts payable and accrued expenses of $1.7 million and a decrease in operating lease liabilities of $0.2 million which was offset by an increase in the line of credit of $0.4 million.
Equity
Total equity as of March 31, 2024, was $5.5 million compared to $8.9 million as of March 31, 2024, which was a decrease of approximately $2.7 million. This decrease was driven primarily by a net loss of $3.0 million offset by stock based payments of approximately $0.3 million.
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Operating Results Analysis
Readers are invited to take into consideration the consolidated operating results of Zircon Corporation for the fiscal years ended March 31, 2025 and 2024.
For the Twelve Months Ended March 31, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Net Sales | $ | 28,075 | $ | 31,519 | ||||
| Cost of goods sold | 16,936 | 17,690 | ||||||
| Gross Profit | 11,139 | 13,829 | ||||||
| Gross Margin | 39.7 | % | 43.9 | % | ||||
| Operating Expenses | ||||||||
| General & administrative | 7,354 | 6,702 | ||||||
| Marketing & selling | 4,528 | 4,373 | ||||||
| Research and development | 1,712 | 1,918 | ||||||
| Total Operating Expenses | 13,594 | 12,993 | ||||||
| Operating Income (Loss) | (2,455 | ) | 836 | |||||
| Other (Income) Expense | ||||||||
| Settlement of litigation | (800 | ) | 0 | |||||
| Interest expense | 804 | 739 | ||||||
| Other expense | 30 | 31 | ||||||
| (Income) loss on foreign currency translation | (172 | ) | 85 | |||||
| Total other expenses | (138 | ) | 855 | |||||
| Income (Loss) before income taxes | (2,317 | ) | (19 | ) | ||||
| Benefit from (Provision for) income taxes | (573 | ) | 70 | |||||
| Net income (loss) | $ | (2,890 | ) | $ | 51 | |||
| Foreign currency translation adjustment | (160 | ) | (203 | ) | ||||
| Comprehensive income (loss) | $ | (3,050 | ) | $ | (152 | ) | ||
Sales revenue and gross margin
Revenue for fiscal 2025 was $28.1 million compared to $31.5 million in fiscal 2024 which was a decrease of $3.4 million, or 11%. This decrease was driven primarily by decreased sales in the United States from one key customer. Gross profit for fiscal 2025 was $11.1 million, or 39.7% compared to $13.8 million, or 43.9%, which was a decrease of $2.7 million, or 19%, and 4.2%, respectively. The decrease in gross profit was driven primarily by reduced revenue from one key customer and the decrease in gross margin was driven by a more unfavorable product mix and reduced absorption of manufacturing expenses due to reduced unit volume.
Research and development
Research and development expenses for fiscal 2025 were $1.7 million compared to $1.9 million in fiscal 2024. The decrease in 2025 was $0.2 million, or 11%, and was driven primarily by reduced consulting expenses.
Marketing and selling
Marketing and selling expenses for fiscal 2025 were $4.5 million compared to $4.4 million in fiscal 2024 which was an increase of $0.1 million, or 4%. This increase was driven primarily by an increase in payroll expense.
Administrative expenses
General and administrative expenses for fiscal 2025 were $7.3 million compared to $6.7 million in fiscal 2024 which was an increase of $0.4 million, or 6%. This increase was driven primarily by an increase of $0.4 million in non-interest bank charges such as audit and legal expenses incurred by the lender and charged to the Company and $0.2 million of audit fees.
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Other income/expense
Other income for fiscal 2025 was $0.8 million compared to zero in fiscal 2024 which was an increase of $0.8 million. This increase was driven primarily by a settlement benefit in the Stanley Black & Decker litigation of $0.8 million. This litigation is now closed.
Interest and other expenses for fiscal 2025 were $0.8 million compared to $0.8 million in fiscal 2024 which was an increase of $63,000 or 8%. This increase was driven primarily by an increase in interest expense of $72,000 related to the amortization of deferred financing cost associated with the new financing from FGI. Income from foreign currency translation adjustments increased by $0.3 million primarily due to favorable exchange rate changes between the U.S. dollar and the Mexican peso.
Provision for income taxes
The Company moved from a benefit position of $70,000 during the year ended March 31, 2024 to the need for a provision of $0.6 million for the year ended March 31, 2025 as the Company recorded a full valuation allowance on its previously recorded deferred tax assets. The Company recorded this valuation allowance as a result of net losses recorded during recent fiscal years.
Cash Flow Analysis
| For the Years Ended March 31, | ||||||||
| In thousands | 2025 | 2024 | ||||||
| Operating activities | $ | 2,153 | $ | 1,184 | ||||
| Investing activities | (788 | ) | (1,169 | ) | ||||
| Financing activities | (667 | ) | 590 | |||||
| Effect of exchange rate changes | 207 | (132 | ) | |||||
| Net increase (decrease) in cash | $ | 905 | $ | 473 | ||||
Operating Activities
During the year ended March 31, 2025, net cash provided by operating activities was $2.2 million. This increase was due to a decrease in accounts receivable of $2.3 million, a decrease in inventory and prepaids of $1.0 million, depreciation of $1.0 million, amortization of intangibles, right-of-use assets, and deferred financing costs of $0.4 million, inventory obsolescence impairment of $0.6 million, provision for credit losses of $0.2 million, stock based compensation of $0.3 million, a reduction in deferred tax assets of $0.5 million, and a reduction in tax deposits of $0.2 million all offset by a net loss of $2.9 million, a decrease in accounts payable and accrued expense of $1.0 million, a decrease in lease liabilities of $0.2 million, and a foreign exchange gain of $0.2 million.
During the year ended March 31, 2024, net cash provided by operating activities was $1.2 million. This increase was due to net income of $51,000, non-cash expenses for depreciation, amortization, and inventory obsolescence impairment of $1.3 million, provision for bad debt and foreign currency losses of $89,000, a decrease in prepaids and other assets of $0.2 million, and common stock issued for advisory services of $0.1 million, an increase in accounts payable and accrued expenses and other current liabilities of $2.8 million, offset by an increase in accounts receivable of $1.1 million, an increase in inventory of $1.4 million, and increase in deferred tax assets of $0.5 million, an increase in the federal tax deposit of $78,000, and a decrease in operating lease liabilities of $0.2 million.
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Investing Activities
During the year ended March 31, 2025, net cash used in investing activities was $0.8 million. This decrease was due to purchases of property and equipment of $0.8 million,
During the year ended March 31, 2024, net cash used in investing activities was $1.2 million. This decrease was due to purchases of property and equipment of $0.6 million, the net effect of the Harmony merger of $0.5 million, and investments in intangible assets of $68,000.
Financing Activities
During the year ended March 31, 2025, net cash used in financing activities was $0.7 million. This decrease was due to borrowings under the Company’s line of credit of $25.0 million offset by repayment of borrowings of $24.6 million, net shareholder distributions of approximately $0.7 million, deferred financing costs of $0.3 million, and repayment of debt assumed as part of the Harmony merger of $75,000.
During the year ended March 31, 2024, net cash provided by financing activities was $0.6 million. This increase was due to borrowings under the Company’s line of credit of $10.9 million offset by repayment of borrowings of $10.1 million, a bank overdraft of $0.4 million offset by repayment of debt assumed as part of the Harmony merger of $0.3 million and repayments of notes payable of $0.3 million.
Liquidity, Capital Resources and Sources of Financing
As of March 31, 2025, the Company had a cash balance of $1.4 million and working capital of $3.5 million. Working capital as of March 31, 2024 was $13.4 million. This decrease of $9.9 million was driven primarily by an increase cash of $0.9 million, a decrease in accounts payable and accrued expenses of $1.7 million, and a decrease in the current portion of notes payable of $75,000 offset by a reclass of the $8.4 million line of credit to current liabilities from non-current liabilities, a decrease in accounts receivables of $2.5 million, a decrease in inventory of $1.6 million, and a decrease in prepaids of $0.1 million. To date the Company has been financed primarily through retained earnings, loans and credit lines secured by accounts receivable, inventory and fixed assets.
We do not believe our existing cash and cash equivalents along with borrowing capacity from our current lender will be sufficient to meet our anticipated cash needs over the next 12 months. The Company has incurred losses and anticipates that existing cash and available credit may not be sufficient to meet its operating and debt service needs for the next 12 months. As of March 31, 2025, the Company is not in compliance with its Credit Agreement covenants and is operating under a forbearance agreement. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing options to improve liquidity, including negotiating waivers or amendments to existing debt covenants, reducing discretionary spending, and evaluating potential capital raises. While these plans are intended to mitigate the risk, there can be no assurance that they will be successful in eliminating the substantial doubt.
On May 31, 2024, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with FGI Worldwide LLC, as Agent for the lender (“FGI”). The Credit Agreement provides for a $15 million senior secured revolving credit facility (the “Credit Facility”) available to be used by the Company, Zircon and its Affiliates for replacement and discharge of the Company’s current US Bank loan of $8,750,000 and matures on May 31, 2027. The Company, Zircon and the Affiliates are guarantors of all obligations under the Credit Agreement and the Company’s four principal shareholders are limited guarantors thereof. As of March 31, 2025, the outstanding balance on the FGI Credit Facility was approximately $8.4 million.
The Credit Agreement stipulates a base rate measured by the sum of Term SOFR for a period of one month, as published by the CME Group Benchmark Administration Limited (or any successor administration of Term SOFR) two business days prior to the beginning of the calendar month and a percentage equal to 0.10% (10 basis points) per annum. If at any time the displayed Term SOFR is less than 0.00%, Term SOFR is deemed to be 0.00% for the purposes of the credit facility.
The Credit Agreement bears interest measured by such outstanding amounts on receivable advances and inventory advances that accrue interest at the greater of 5.25% per annum or 3.00% above the base rate. Interest is charged on the last day of each month on a daily net balance of funds advanced or otherwise charged to the Company.
The Credit Agreement requires the Company to comply with a maximum total net leverage of $15.0 million and a minimum fixed charge coverage ratio of 1.10. As of March 31, 2025, the Company was not in compliance with the fixed charge coverage ratio and is working with the lender to obtain a waiver and has entered into a forbearance agreement with regard thereto along with additional covenants.
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Information on Outstanding Securities
The following table sets out the number of common shares and warrants outstanding as of the date hereof:
| Information on Outstanding Securities as of March 31, 2025 | ||||
| Common shares issued and outstanding | 10,306,426 | |||
| Potential issuance of common shares | ||||
| Warrants | 217,184 | |||
| Stock options | 3,216,500 | |||
| Fully diluted shares | 13,740,110 | |||
In accordance with a services agreement with Semi-Cap Equity. Partners (“SCE”), an investment bank, dated May 15, 2023 and amended on July 15, 2024, the Company will issue an additional 49,998 common shares to SCE earned during the period from March 31, 2025 through September 4, 2025. As of September 4, 2025 the Company’s agreement with SCE has been terminated.
During the year ended March 31, 2025, the Company issued 289,490 common shares primarily to two legal firms in lieu of cash payments to settle outstanding liabilities for services related to patent infringement litigation and patent acquisition. These shares also include the shares issued or to be issued to SCE.
Related Party Transactions
Zircon is a member of a controlled group of companies and has revenue and cost-sharing activities with other members of the controlled group. Results of operations and financial condition may not represent amounts that would have been reported if Zircon operated as an unaffiliated entity.
Zircon has an exclusive manufacturing and technical assistance agreement with Zircon de Mexico S.A. de C.V. (the “Contractor”), an entity which is owned by certain shareholders of Zircon. Under the terms of the agreement, Zircon provides materials, technical assistance, and expertise to the Contractor, and the Contractor assembles certain of Zircon’s products.
In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of Zircon’s products to European customers and operations began during the year ended March 31, 2019. The ownership structure of the affiliate is similar to the ownership of Zircon.
The Company leases a 14,000 square foot facility from a trust owned by the Stauss Family Administrative Trust.
The Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2025, principal balance of $0.7 million is due and payable on December 31, 2027. Interest accrued at 5.5% per annum is paid quarterly and included in accrued expenses. The note is subordinated to the line of credit note payable to FGI and no payment is to be made on the note without prior approval from FGI. In the second quarter of 2023, a portion of the note payable to Stauss Family Administrative Trust was settled as a non-cash transaction against the note receivable from one stockholder for $240,190.
For the years ended March 31, 2025 and 2024 the interest expense on notes payable to the Stauss Family Administrative Trust totaled $37,000 and $30,000 respectively.
On March 31, 2024 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2025.
On March 27, 2025 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2027.
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Off-Balance Sheet Arrangements
ZRCN has no off-balance sheet arrangements.
Contractual Obligations and Commitments
As of March 31, 2025, we had contractual obligations for building leases, a line of credit with FGI, and notes payable with the Stauss Family Administrative Trust. The building leases include our corporate office in Campbell, CA that will expire in December 2027. As of March 31, 2025, our future contractual commitments for our leases were $0.6 million and our long-term debt obligations were $8.4 million. For additional information on our leases and timing of future payments, please see Note 10 and Note 14 to the consolidated financial statements included in this Annual Report on this Form 10-K.
Estimates, Judgments and Assumptions
ZRCN prepares its consolidated financial statements in accordance with US GAAP, which require management to make estimates and assumptions that affect the amounts of its assets and liabilities, the information provided regarding future assets and liabilities as well as the amounts of revenues and expenses for the relevant periods. Readers are invited to refer to Note 3 of the financial statements for the year ended March 31, 2025, for details.
Critical Accounting Policies and Estimates
Please refer to Note 3 Summary of Significant Accounting Policies of the Financial Statements for disclosures regarding the critical accounting policies related to our business.
Recently Issued Accounting Standards
Our recently issued accounting standards are included in Note 3 Summary of Significant Accounting Policies of the Financial Statements for disclosures regarding the critical accounting policies related to our business.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
ZRCN’s exposure to changes in interest rates relates primarily to Zircon’s cash, cash equivalents and outstanding debts.
Foreign Currency & Exchange Risk
ZRCN sources parts and materials from foreign vendors and sells its products in various foreign markets around the world. Changes in foreign currency exchange for the purchase of components from vendors and the sale of products in foreign markets can have a material impact on the Company’s results of operations and liquidity. The Company could hedge or take other steps to mitigate the impact from foreign currency exchange rates, but there is no guarantee that these efforts will be successful in every instance.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Financial Statements
| Report of Independent Registered Public Accounting Firm (PCAOB ID: |
F-1 |
| Balance Sheets | F-2 |
| Statements of Operations | F-3 |
| Statements of Stockholders’ Equity | F-4 |
| Statements of Cash Flows | F-5 |
| Notes to Financial Statements | F-6 |
| 28 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stakeholders of ZRCN Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ZRCN Inc. (the “Company”) as of March 31, 2025, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the year ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited the adjustments described in Note 3 that were applied to restate the financial statements for the year ended March 31, 2024 to correct an error. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the March 31, 2024 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the March 31, 2024 financial statements taken as a whole. The previously issued consolidated financial statements of the Company for the year ended March 31, 2024 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on July 15, 2024.
Material Uncertainty Related to Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company was in violation of a financial covenant under its Revolving Credit Agreement as of March 31, 2025. Due to non-compliance with certain covenants the Company reclassified of the outstanding loan balance of $8.41 million from non-current to current liabilities. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2025.
September 9, 2025
knowing you.
Kreston GTA LLP is a partnership registered in Ontario, Canada. |
8953-8965 Woodbine Avenue Markham, Ontario, L3R 0J9
66 Wellington Street Aurora, Ontario, L4G 1H8 krestongta.com |
An independent member of the Kreston Global network
|
| F-1 |
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements.
ZRCN Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| March 31, 2025 | March 31, 2024 | |||||||
| (As Revised) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net
of provision for credit losses of $ | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Deferred tax asset | ||||||||
| Operating lease right-of-use assets | ||||||||
| Federal tax deposit | ||||||||
| Intangible assets, net | ||||||||
| Deposits | ||||||||
| Deferred financing costs | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Line of credit | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Operating lease liability, current | ||||||||
| Notes payable, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Notes payable to Stauss Family Administrative Trust, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 14) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock; at $ par value, shares authorized, and shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| (Accumulated deficit) Retained earnings | ( | ) | ||||||
| Total equity attributable to ZRCN Inc. stockholders | ||||||||
| Non-controlling interests in variable interest entities | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
ZRCN Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share data)
| 2025 | 2024 | |||||||
| For the Year Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Marketing and selling | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| (Loss) income from operations | ( | ) | ||||||
| Other (income) expenses: | ||||||||
| Other income | ( | ) | ||||||
| Interest expense | ||||||||
| Other expenses | ||||||||
| (Gain) loss on foreign currency transactions | ( | ) | ||||||
| Total other (income) expenses | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax (expense) benefit | ( | ) | ||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Less: Net (loss) income attributable to non-controlling interests | ( | ) | ||||||
| Net (loss) income attributable to ZRCN Inc. common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net (loss) income | $ | ( | ) | $ | ||||
| Loss on change in foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Net (loss) income attributable to non-controlling interests | ( | ) | ||||||
| Other comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ||||
| Comprehensive loss attributable to ZRCN common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per share attributable to ZRCN Inc.: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding: | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
ZRCN Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
| Shares | Amount | Income | Capital | Stockholder | Deficit) | ZRCN | Interests | Equity | ||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive (Loss) | Additional Paid-in | Note Receivable from | Retained Earnings (Accumulated | Total Equity Attributable to | Non-controlling | Total Stockholders’ | |||||||||||||||||||||||||||||
| Shares | Amount | Income | Capital | Stockholder | Deficit) | ZRCN | Interests | Equity | ||||||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Merger with Harmony | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Noncash settlement of Stauss note payable for settlement of note receivable from stockholder | — | |||||||||||||||||||||||||||||||||||
| Common stock issued for advisory services | ||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance - March 31, 2024 -as reported | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Stockholder distributions (as revised) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance - March 31, 2024 - as revised | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Balance | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for advisory services | ||||||||||||||||||||||||||||||||||||
| Contributions paid by stockholders | — | |||||||||||||||||||||||||||||||||||
| Stockholders distributions | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Share based compensation | — | |||||||||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net (loss) income | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
ZRCN Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| 2025 | 2024 | |||||||
| For the Year Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | (As Revised) | |||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets | ||||||||
| Inventory obsolescence impairment | ||||||||
| Provision for credit losses | ||||||||
| Amortization of financing costs | ||||||||
| Share based compensation expense | ||||||||
| Common stock issued for advisory services | ||||||||
| Deferred tax asset | ( | ) | ||||||
| (Gain) loss on foreign currency transactions | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Federal tax deposit | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Effect of Harmony Merger, net of cash acquired | ( | ) | ||||||
| Investment in intangible assets | ( | ) | ||||||
| Disposal of intangible assets | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Repayment of debt assumed in Harmony Merger | ( | ) | ( | ) | ||||
| Borrowing on line of credit | ||||||||
| Repayment on line of credit | ( | ) | ( | ) | ||||
| Deferred financing costs | ( | ) | ||||||
| Bank overdraft | ||||||||
| Stockholder contributions | ||||||||
| Stockholder distributions | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange rate fluctuations on cash | ( | ) | ||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease liability | $ | $ | ||||||
| Stockholder distributions accrued | $ | $ | ||||||
| Common stock issued in connection with Harmony merger | $ | $ | ||||||
| Fair value of Advisor Warrants issued to effectuate Harmony Merger | $ | $ | ||||||
| Assets acquired in Harmony Merger | $ | $ | ||||||
| Liabilities assumed in Harmony Merger | $ | $ | ( | ) | ||||
| Noncash settlement of Stauss note payable for settlement of note receivable from | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
1. Organization
The Business
Zircon Corporation (“Zircon”), ZRCN Inc. (“ZRCN” or the “Company”) wholly-owned subsidiary, was incorporated in California in 1977. The Company, through Zircon, is principally engaged in the design and manufacture of electronic-based consumer hardware and sells its products primarily to retail outlets located throughout the United States, Canada, Japan and Europe. The Company and Zircon operate from their headquarters located in Campbell, California and an affiliate entity of Zircon, Zircon de Mexico S.A. de C.V., located in Ensenada, Mexico. The operations of the Company and Zircon are supported also by an affiliated entity of Zircon, Zircon Corporation Limited, located in the United Kingdom.
On April 14, 2023 (the “Closing Date”), Zircon Corporation effectuated a merger and reorganization with Harmony Energy Technologies, Inc. (“Harmony”), a Delaware Corporation, ZRCN Inc., a California corporation and a wholly owned subsidiary of Harmony (the “Merger Sub”). The merger leverages Zircon’s sensor-based, ASIC (“Application-Specific Integrated Circuits”) processor technology and patent portfolio, to accelerate growth in its product lines and global markets as a publicly disclosed company, in accordance with the Securities Act of 1933 and the Exchange Act of 1934, both as amended. The combination of Harmony and Zircon was effectuated through a merger (the “Merger”) of Merger Sub into Zircon. The separate existence of Merger Sub ceased, and Merger Sub was merged with and into Zircon (Zircon, as the surviving corporation following the Merger). Upon completion of the Merger, Harmony changed its name to ZRCN Inc. While Harmony was the legal acquirer of Zircon in the Merger, the Merger is treated as a reverse recapitalization, whereby Zircon is deemed to be the accounting acquirer, and the historical financial statements of Zircon became the historical financial statements of Harmony (renamed ZRCN Inc.) upon the closing of the Merger. Under this method of accounting, Harmony was treated as the “acquired” company and Zircon is treated as the acquirer for financial reporting purposes.
Accordingly, for accounting purposes, the Merger was treated as the equivalent of Zircon issuing stock for the net assets of Harmony, accompanied by a recapitalization. The net assets of Harmony were stated at historical cost, with no goodwill or other intangible assets recorded.
2. Liquidity
As
of March 31, 2025, the Company had $
We do not believe our existing cash and cash equivalents along with borrowing capacity from our current lender will be sufficient to meet our anticipated cash needs over the next 12 months. The Company has incurred losses and anticipates that existing cash and available credit may not be sufficient to meet its operating and debt service needs for the next 12 months. As of March 31, 2025, the Company is not in compliance with its Credit Agreement covenants and is operating under a forbearance agreement. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing options to improve liquidity, including negotiating waivers or amendments to existing debt covenants (Note 16), reducing discretionary spending, and evaluating potential capital raises. While these plans are intended to mitigate the risk, there can be no assurance that they will be successful in eliminating the substantial doubt.
3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). On this basis, revenue and the related assets are recognized when services are performed and products are sold, and expenses and related liabilities are recorded when the obligation is incurred.
| F-6 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
During the preparation of the Company’s consolidated financial statements for the year ended March 31, 2025, the Company’s management identified immaterial error related to previously issued consolidated financial statements in the prior year.
| a. | Management determined that the Shareholder distribution for approximately $0.7 million should have been reported in the year ended March 31, 2024 financial statements. The Company previously reported the Shareholder distribution in the first quarter of the 2025 fiscal year. |
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the correction and has determined that the related impact was not material to the previously issued financial statements that contained the error, based on overall considerations of both quantitative and qualitative factors. The Company has concluded that prior period financial statements as of and for the year ended March 31, 2024, were not materially misstated and can continue to be relied upon. Accordingly, the Company has corrected the previously reported immaterial error in the current period financial statements by adjusting the opening balances of the affected accounts.
In accordance with ASC 250, Accounting Changes and Error Corrections, the Company has recorded the impact of the prior period error through opening retained earnings in the current period financial statements. The affected prior period balances are displayed below and had no change on the Consolidated Statements of Operations and Comprehensive Loss, or Net Loss per Share.
Management and the Audit Committee have reviewed this adjustment and concluded that the financial statements, as corrected, present fairly, in all material respects, the balance sheet, results of operations and cash flows of the Company in accordance with U.S. GAAP.
As a result of the restatement, the Company prepared the following table to illustrate the effect on the financial statements for the year ended March 31, 2024.
Schedule of Restatement of Financial Statements
| As Reported | As Revised | |||||||||||
| March 31, 2024 | March 31, 2024 | Difference | ||||||||||
| Liabilities | ||||||||||||
| Accrued expenses | $ | $ | $ | ( | ) | |||||||
| Total equity attributable to ZRCN Inc. stockholders | ||||||||||||
| Retained earnings | $ | $ | $ | |||||||||
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of ZRCN as well as its variable interest entities. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The entities are consolidated from the date at which the Company obtains control and are de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. Accounting policies of the entities have been revised where necessary to ensure consistency with the policies adopted by the Company.
Under Accounting Standards Codification (“ASC”) Topic 810-10-25, Consolidation, Zircon de Mexico S.A. de C.V. (“ZDM”) and Zircon Corporation Limited (“Zircon UK”) have been determined to be variable interest entities with Zircon as the primary beneficiary. Therefore, the financial statements of ZDM and Zircon UK are consolidated with Zircon and the Company, and all significant intercompany transactions and balances have been eliminated.
| F-7 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Non-controlling Interests
The
Company follows ASC 810, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in
partially owned consolidated entities and the loss of control of those entities. Non-controlling interest positions, which represent
100% of the activity in the Company’s consolidated entities before intercompany transactions have been eliminated, are
reported as a separate component of consolidated stockholders’ equity from the equity attributable to ZRCN’s
stockholders for all years presented.
Variable Interest Entities
In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses whether it has an explicit or implicit variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). Variable interests are contractual, ownership, or other pecuniary interests in an entity whose value changes with changes in the fair value of the entity’s net assets, exclusive of variable interests. Explicit variable interests are those which directly absorb the variability of a VIE and can include contractual interests such as loans or guarantees as well as equity investments. An implicit variable interest acts the same as an explicit variable interest except it involves the absorbing of variability indirectly, such as through related party arrangements or implicit guarantees. The analysis includes consideration of the design of the entity, its organizational structure, including decision making ability over the activities that most significantly impact the VIE’s economic performance. For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company - that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.
The Company has determined that ZDM and Zircon UK are variable interest entities with the Company’s wholly owned subsidiary, Zircon, as the primary beneficiary, and thus the Company, with the ability to exercise control, as determined under the guidance of ASC 810. In its determination, management considered the following qualitative and quantitative factors:
| a. | the overall purpose and design of the entities, which exist primarily for the benefit of or on behalf of the Company and; | |
| b. | the Company’s contractual and common control arrangements with the VIEs, through which it gains both the power to direct the activities that most significantly impact their economic performance, and the obligation to absorb losses and receive benefits that potentially could be significant to the VIEs; | |
| c. | the equity at risk of the entities is not sufficient to finance the entities’ activities without additional subordinated financial support by the Company (i.e., the entities are thinly capitalized). |
| F-8 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The following table summarizes the carrying amount of the assets and liabilities of ZDM included in the Company’s consolidated balance sheets at March 31, 2025 and 2024 (after elimination of intercompany transactions and balances):
Schedule of Carrying Amount of Assets and Liabilities for Variable Interest Entities
| March 31, 2025 | March 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Property and equipment | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total current liabilities | $ | $ | ||||||
The following table summarizes the carrying amount of the assets and liabilities of Zircon UK included in the Company’s consolidated balance sheets at March 31, 2025 and 2024 (after elimination of intercompany transactions and balances):
Schedule of Carrying Amount of Assets and Liabilities for Variable Interest Entities
| March 31, 2025 | March 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Total current assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Total current liabilities | $ | $ | ||||||
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Significant estimates used in preparing these consolidated financial statements include the provision for credit losses, allowance for inventory obsolescence, allocation of overhead to inventory, estimated future benefit and fair value of intangible assets, accrued rebates and advertising allowances, useful lives and depreciation methods of property and equipment, uncertain tax positions, and share-based compensation. It is at least reasonably possible that the significant estimates used will change within the next year.
Cash
The
carrying value of cash approximates fair value due to its short-term nature. From time to time, the Company may be in the position of
a “book overdraft” in which outstanding checks exceed cash. The Company classifies book overdrafts in accounts payable within
its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity
within the consolidated statement of cash flows. As of March 31, 2025, the book overdraft included within accounts payable was less than
$
| F-9 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Accounts Receivable, Net
Accounts receivables are stated at the amount the Company expects to collect. The Company provides credit without requiring collateral, in the normal course of business, to credit-worthy customers as determined by management’s review of references and credit reports. Bad debts are charged against the provision for credit losses. The provision for credit losses is adjusted to provide a specific and general allowance for estimated uncollectible accounts, which is based on management’s judgment based on a number of factors, including the length of time the receivables are past due, significant one-time events and historical experience. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the provision for credit losses and a credit to accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, management believes that losses on balances outstanding will not exceed the provision for credit losses.
Accounts receivable consisted of the following:
Schedule of Accounts Receivable
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Accounts receivable | $ | $ | ||||||
| Less provision for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Activity related to the Company’s provision for credit losses was as follows:
Schedule of Provision for Credit losses
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Balance, beginning of period | $ | $ | ||||||
| Credit loss provision | ||||||||
| Write-offs | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
Inventory, net
Inventories,
which consist of raw materials, work in process, and finished goods, are stated at the lower of cost or net realizable value. The Company
states inventory cost utilizing the first-in, first-out (FIFO) method. Labor and overhead associated with inventory purchases are estimated
and capitalized in inventory. The need for an allowance for inventory obsolescence is based on an evaluation of slow-moving or obsolete
inventory. For the years ended March 31, 2025 and 2024,
the Company recognized $
Property and Equipment, Net
Property and equipment are stated at cost. Leasehold improvements are amortized over the shorter of the lease terms or estimated useful lives of the respective assets. Depreciation is computed using the straight-line method over the following estimated useful lives of the respective assets:
Schedule of Useful Life of Asset
| Leasehold improvement | ||||
| Computer equipment | ||||
| Manufacturing equipment | ||||
| Furniture and office equipment | ||||
| Vehicles |
| F-10 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Intangible Assets, Net
Included
in intangible assets are external amounts paid to vendors as well as consulting and legal fees for purchased patents and the cost of
the exclusivity rights and licenses secured by the Company for certain technology. The intangible assets are recorded at cost on the
balance sheet and adjusted for amortization, abandonments, and impairments (see Note 8). Acquired identifiable intangible assets are
valued at the acquisition date primarily by using a discounted cash flow method. Amortization is computed using the straight-line method
over their estimated useful lives of
Impairment of Long-Lived Assets
The
Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset
or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of
the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group
is considered to be impaired, an impairment loss is recorded to adjust the carrying amounts to the estimated fair value. The excess of
the carrying value of the reporting unit over the estimated fair value was first allocated to the intangibles and then to goodwill. Fair
value was determined using the income approach. During the
years ended March 31, 2025 and 2024, there has been
Revenue Recognition
The Company’s revenues result from the sale of products and reflect the consideration to which the Company expects to be entitled. The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). For its contracts with customers, the Company identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The Company satisfies its performance obligation and recognizes revenue at the time the customer obtains the rights to the product, which is generally when goods are shipped. As a result, the majority of the Company’s revenue is recognized at a point in time, at shipment.
Provisions
for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a reduction of
revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any
expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a
reduction of revenue except to the extent that there is a distinct good or service and evidence of the fair value of the advertising,
in which case the expense is classified as marketing and selling expense. Advertising expenses included within marketing and selling
expenses were $
Research and Development
The Company incurs research and development costs of products for use in scanning behind opaque surfaces. The Company will continue to invest in research and development to develop additional components and products of its scanning product offerings and remains committed to providing its customers and partners with best-in-class scanning products and services. Such research and development costs, software development costs, and any new product development costs, are expensed as incurred, and include personnel-related costs, depreciation related to engineering and test equipment, allocated costs of facilities and information technology, outside services and consultant costs, supplies, software tools and product certification.
| F-11 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The Company expenses share based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For awards with performance conditions, compensation cost is recognized over the requisite service period based on the actual or expected achievement of the performance condition. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company estimates the fair value of restricted stock award grants on the date of issuance. All share-based compensation costs are recorded in general and administrative or research and development costs in the condensed consolidated statements of operations and comprehensive loss based upon the underlying individual’s role at the Company. Share based awards that do not meet the criteria for equity classification are recorded as liabilities and adjusted to fair value at the end of each reporting period.
Comprehensive Loss
Comprehensive loss of all periods presented is comprised primarily of net (loss) income and foreign currency translation adjustments.
Segment Reporting
The Company determines its reporting units in accordance with FASB ASC 280, Segment Reporting (“ASC 280”). The Company evaluates a reporting segment by first identifying its operating segments under ASC 280. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company defines its CODM to be its president and chief operating officer. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has one operating segment and therefore one reporting segment.
The CODM reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating the Company’s financial performance. The CODM utilizes financial metrics, such as consolidated revenue, gross profit, and income (loss) from operations, as the financial measures for making decisions. This enables the CODM to assess the overall level of available resources and determine how best to deploy these resources across research and development projects in line with the long-term company-wide strategic goals. Management reviews its business as a consolidated segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate. The measure of segment assets is reported in the accompanying consolidated balance sheets as “Total assets.” There are no significant segment expenses as the expenses that are included in consolidated loss from operations are general and administrative and research and development. There is no change in the Company’s operating or reporting segments for the year ended March 31, 2025.
| F-12 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Concentration of Business and Credit Risk
As of March 31, 2025, the Company maintained deposits in a single bank that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC).
During
the years ended March 31, 2025 and 2024, respectively, the Company generated approximately
As
of March 31, 2025 and March 31, 2024, respectively,
Fair Value of Financial Instruments
In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:
| ● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |
| ● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and | |
| ● | Level 3 – inputs to the valuation methodology are unobservable and insignificant to the fair value measurement. |
Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company believes the carrying amounts of its cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and other current liabilities approximated their fair values as of March 31, 2025 and March 31, 2024 due to their short-term nature. All carrying amounts of other applicable assets and liabilities on the Company’s balance sheet approximate fair value. For long-term debt, the estimated fair value approximates its carrying value, as the interest rate is in line with the market interest rates for this type of debt.
Foreign Operations and Foreign Currency
The Company’s reporting currency is the U.S. dollar and the Company’s records are maintained in U.S. dollars. Assets and liabilities, including any amounts due or receivable from foreign entities, are translated into the reporting currency using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the year, which is the result of the consolidated statement of operations translation process. Any revenues or expenses that are billed in foreign currency are converted at the average rates of exchange prevailing during each period. Realized and unrealized foreign currency exchange gains and losses arising from transactions denominated in currencies other than the U.S. dollar are reflected in earnings. The cumulative translation adjustments associated with the net assets of foreign entities are recorded in accumulated other comprehensive loss in the accompanying consolidated statements of changes in stockholders’ equity.
Operations outside the United States include entities in Mexico, conducting business in Mexican Pesos, and the United Kingdom, conducting business in the British Pound. The Company also transacts business in other foreign countries. Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange.
Income Taxes
Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. Management believes estimates related to income tax uncertainties are appropriate based on current facts and circumstances. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as, other factors. Any interest and penalties related to income tax matters are classified as a component of income tax expense.
| F-13 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
As of April 14, 2023, Zircon’s election to be an S Corporation under the Internal Revenue Code was no longer in effect.
Basic net loss per share of common stock is computed by dividing net income or loss attributable to ZRCN by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes, when applicable, the potential impact of stock options, warrant shares, and other dilutive instruments because their effect would be anti-dilutive. Diluted net income per share, when applicable, includes the stock options and warrant shares because their effect would be dilutive. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. The dilutive securities outstanding are as follows:
| March 31, 2025 | March 31, 2024 | |||||||
| Stock options | ||||||||
| Warrants | ||||||||
Leases
The Company accounts for leases under ASC Topic 842, which requires the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet.
The Company’s lease arrangements relate primarily to office space, a vehicle, and office equipment. The Company’s leases may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset.
The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities.
ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. The Company recognizes lease expense on a straight-line basis over the lease term.
The Company has lease agreements which contain both lease and non-lease components, which it has not elected to account for as a single lease component. As such, minimum lease payments exclude fixed payments for non-lease components within a lease agreement, in addition to excluding variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period.
| F-14 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of stockholders’ equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private placement warrants was estimated using a Black Scholes valuation approach with assumptions relevant on the date of issuance and the fair value of the advisor warrants issued in connection with the Merger was estimated using the intrinsic value method (see note 13).
Recently Issued Accounting Pronouncements
As an emerging growth company, the Company will have the option of adopting new accounting pronouncements on a delayed basis and has opted to take advantage of this option. As a result, the Company has been adopting new accounting standards based on the timeline for adoption afforded to privately held companies, unless it chooses to early adopt a new accounting standard.
Accounting Standards Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The new standard requires a company to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker. The standard was effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. As of March 31, 2025, ASU 2023-07 became effective and the Company’s management adopted ASU 2023-07 in its financial statements and related disclosures.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not expect to early adopt the new standard. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, FASB issued ASU No. 2024-01, “Compensation- Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards.” ASU 2024-01 provides an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2024-01 on its consolidated financial statements and related disclosures.
| F-15 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
In November 2024, the FASB issued ASU 2024-03, the intent of which is to improve financial reporting and respond to investor input by requiring public business entities to disclose additional information about certain expenses in the notes to financial statements in interim and annual reporting periods. Among other provisions, the new standard requires disclosure of disaggregated amounts for expenses such as employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement. Public business entities are required to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements as well as a qualitative description of any amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The new standard also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. In January 2025, the FASB issued ASU Update 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” The Board issued this Update to clarify the effective date of Accounting Standards Update 2024-03 to be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The amendments in the new standard should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. Management does not expect this guidance to have a material impact to its consolidated financial statements or related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) (“ASU 2025-03”), which clarifies the requirements for determining the accounting acquirer in the acquisition of a variable interest entity. ASU 2025-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the disclosure impact that ASU 2025-03 may have on its consolidated financial statement presentation and disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-04”), which clarifies the requirements for share-based consideration payable to a customer. The amendments in this update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. The Company is currently evaluating the disclosure impact that ASU 2025-04 may have on its consolidated financial statement presentation and disclosures.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This standard introduces a practical expedient that companies can choose to apply when determining allowances for credit losses. Specifically, it permits companies to assume that the current conditions as of the balance sheet date remain unchanged throughout the remaining life of the assets. This standard is effective for the Company for annual reporting periods beginning after December 15, 2025, and requires prospective application. The Company is currently evaluating the impact of ASU 2025-05, however, does not expect it to have a material impact on its consolidated financial statements.
4. Merger with Harmony Energy Technologies Corporation
On April 14, 2023 (the “Closing Date”), Harmony closed the Merger with Zircon, as a result of which Zircon became a wholly-owned subsidiary of Harmony. While Harmony was the legal acquirer of Zircon in the Merger, for accounting purposes, the Merger is treated as a reverse recapitalization, whereby Zircon is deemed to be the accounting acquirer, and the historical financial statements of Zircon became the historical financial statements of Harmony (renamed ZRCN Inc.) upon the closing of the Merger. Under this method of accounting, Harmony was treated as the “acquired” company and Zircon is treated as the acquirer for financial reporting purposes.
| F-16 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Accordingly, for accounting purposes, the Merger was treated as the equivalent of Zircon issuing stock for the net assets of Harmony, accompanied by a recapitalization. The net assets of Harmony were stated at historical cost, with no goodwill or other intangible assets recorded.
As part of the Merger and reverse recapitalization, the Company assumed certain operating liabilities of Harmony, including certain payables due to vendors and employees, as well as notes payable to noteholders. In addition, Zircon and Harmony effectuated a share exchange whereby the shareholders of Zircon exchanged common shares representing % of the total outstanding shares of Zircon, for newly issued common shares of Harmony, or approximately % of the total outstanding shares of Harmony. Harmony shareholders thus retained common shares according to the terms of the merger. In connection with the Merger, the Company entered into a warrant exchange agreement, dated April 14, 2023 (the “Warrant Exchange Agreement”), with certain holders of the Company’s warrants under which such holders received shares of Common Stock in exchange for their warrants, bringing the total shares of the combined organization owned by Harmony’s pre-Merger shareholders to shares.
Zircon
agreed to pay the operating liabilities of Harmony, up to and including an aggregate of $
Zircon
paid transaction costs of $
The following table reconciles the elements of the Merger to the consolidated statements of changes in stockholders’ equity for the year ended March 31, 2024:
Schedule of Consolidated Statements of Changes in Stockholders Equity
| (In thousands) | Recapitalization | |||
| Cash | $ | |||
| Non-cash net working capital assumed from Harmony | ( | ) | ||
| Less: cash transaction costs and advisory fees allocated to ZRCN equity | ( | ) | ||
| Effect of Merger, net of transaction costs | $ | ( | ) | |
Schedule of Number of Shares of Common Stock
| Number of Shares | ||||
| Common stock of Harmony prior to Merger | ||||
| Shares issued for Warrant Exchange Agreement | ||||
| Common stock owned by Harmony’s pre-Merger shareholders | ||||
| Common stock issued in exchange for Zircon common stock | ||||
| Total shares of common stock immediately after Merger | ||||
Debt Settlement Agreement
In
connection with the Merger, the Company entered into debt settlement agreements (the “Debt Settlement Agreements”) with certain
third-party creditors of the Company under which the Company agreed to make certain payments over the 12 months following the Merger
to the creditors in satisfaction of an aggregate of $
| F-17 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
5. Revenue
Disaggregation of Revenue from Contracts with Customers
Revenue disaggregated according to the timing of transfer of goods (e.g., at a point in time) for the years ended March 31, 2025 and 2024, respectively, were as follows:
Schedule of Revenue Disaggregated Transfer of Goods and Services
| (In thousands) | 2025 | 2024 | ||||||
| For the Year Ended March 31, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Revenue generated per major product line | ||||||||
| Stud sensor edge | $ | $ | ||||||
| Multifunctional scanners | ||||||||
| Stud sensor center | ||||||||
| Target control products | ||||||||
| Other | ||||||||
| Total Revenue | $ | $ | ||||||
Revenue disaggregated according to the geographical location of customers for the years ended March 31, 2025 and 2024, respectively, were as follows:
Schedule of Revenue Disaggregated Geographical Location of Customers
| (In thousands) | 2025 | 2024 | ||||||
| For the Year Ended March 31, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Revenue by geographic location of customers | ||||||||
| United States | $ | $ | ||||||
| Canada | ||||||||
| Japan | ||||||||
| Europe | ||||||||
| Others | ||||||||
| Total Revenue | $ | $ | ||||||
6. Inventory
Inventory consisted of the following:
Schedule of Inventory
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Finished goods, net | $ | $ | ||||||
| Raw materials, net | ||||||||
| Work in process, net | ||||||||
| Inventory net | $ | $ | ||||||
Allowance
for slow moving and obsolete inventory was estimated at $
| F-18 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
7. Property and Equipment
Property and equipment consisted of the following:
Schedule of Plant and Equipment
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Manufacturing equipment | $ | $ | ||||||
| Computer equipment | ||||||||
| Leasehold improvements | ||||||||
| Furniture and office equipment | ||||||||
| Vehicles | ||||||||
| Property and equipment, gross | ||||||||
| Construction in progress | ||||||||
| Property and equipment before accumulated depreciation and amortization | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
For
the years ended March 31, 2025 and 2024, depreciation and amortization expense was $
Construction in progress consists of assets and technologies under development. The Company starts depreciation once the assets are completed and placed in service.
8. Intangible Assets
The Company’s intangible assets consisted of the following:
Schedule of Intangible Assets
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Finite-lived intangible assets (1): | Intangibles, Gross | Accumulated Amortization | Intangibles, Net | Intangibles, Gross | Accumulated Amortization | Intangibles, Net | ||||||||||||||||||
| Patents issued and pending | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exclusivity rights and licenses | ( | ) | ( | ) | ||||||||||||||||||||
| Total finite-lived intangible assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Finite-lived intangible assets (1): | March
31, 2025 Weighted Average Life | |||
| Patents issued and pending | ||||
| Exclusivity rights and licenses | ||||
| (1) |
For
the years ended March 31, 2025 and 2024, amortization expense was approximately $
| F-19 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
Expected future amortization expense of acquired finite-lived intangible assets as of March 31, 2025 is as follows:
Schedule of Future Amortization Expense
| For the Years Ending March 31, (In thousands) | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
9. Accrued Expenses
Accrued expenses consisted of the following as of March 31, 2025 and 2024, respectively:
Schedule of Accrued Liabilities
| March 31, 2025 | March 31, 2024 | |||||||
| (In thousands) | As Revised | |||||||
| Rebates | $ | $ | ||||||
| Accrued taxes | ||||||||
| Sales expense | ||||||||
| Payroll and related | ||||||||
| Advertising allowance | ||||||||
| Vacation | ||||||||
| Professional services | ||||||||
| Accrued stockholder distributions | ||||||||
| Interest | ||||||||
| Accrued liabilities | $ | $ | ||||||
See Note 3 for an illustration of the reported balance and the revised balance for Accrued expenses for the period ended March 31, 2024.
10. Debt
Line of Credit
The
Company had a revolving line of credit with a bank, allowing borrowings up to $
On
May 31, 2024, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”) with FGI Worldwide LLC, as Agent
for the lender (“FGI”). The Credit Agreement provides for a $
| F-20 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The
Company recognized deferred financing costs of approximately $
Notes payable to Stauss Family Administrative Trust
The
Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2025, the
outstanding principal balance was approximately $
On March 27, 2025, the Board of Directors of Zircon Corporation and the Stauss Family Administrative Trust agreed to extend the maturity dates of both promissory notes to December 31, 2027. There was no change to the principal amount or the annual interest rate.
For
the years ended March 31, 2025 and 2024 the interest expense on the notes payable to the Stauss Family Administrative Trust totaled $
Loan Repayment
Section 13(k) of the Exchange Act provides that it is unlawful for a company, such as ZRCN, that has a class of securities registered under Section 12 of the Exchange Act to, directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the Company. In March 2022, Zircon Corporation, the Company’s wholly-owned subsidiary, loaned our chief executive officer funds to pay certain tax obligations, which was still outstanding when Zircon was acquired in April 2023, which may have violated Section 13(k) of the Exchange Act as a result of the transition from private to public company accounting. The loan was repaid in August 2023 as soon as management became aware of the possible violation. The loan repayment was made by means of an offset to beneficial amounts of our chief executive officer in certain loans to the Company to which offset he did not object. Issuers that are found to have violated Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions. In accordance with ASC 450, Contingencies, no amounts have been accrued for a loss contingency as it is not estimable as of March 31, 2025. The imposition of any of such sanctions could have a material adverse effect on our business, financial position, results of operations or cash flows.
The Company has a defined contribution profit sharing plan for all eligible employees. Contributions to the profit sharing plan are determined annually by the Board of Directors. There were no profit sharing contributions made during the years ended March 31, 2025 and 2024.
All
eligible employees are also allowed to participate in the Company’s 401(k) plan. The Company’s contributions to the plan
are based on a specified percentage of each participant’s eligible contribution, decided annually by the Board of Directors, as
defined in the plan document. For the years ended March
31, 2025 and 2024, the Company made contributions to the 401(k) plan of less than $
| F-21 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
12. Equity
On February 28, 2024 the Company adopted a 2024 Equity Incentive Plan (the “Equity Plan”). The Plan provides for granting of stock options (“Options”), restricted stock units (“RSUs”), and other equity-based awards tied to the value of shares of common stock to key personnel, including directors, officers, employees, consultants, and advisors of the Company and its subsidiaries. The Plan provides for the grant of options (which may include “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards. As of March 31, 2025, shares are authorized for issuance and shares remain available for issuance under the Equity Plan. The number of shares of Common Stock available for grant and issuance under this Plan will be automatically increased on the first day of each calendar year beginning with the first January 1 following the effective date and ending with the last January 1 during the initial ten-year term of the Equity Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of Common Stock as determined by the Board.
Schedule Employee and Non-employee Option Activity
| Number of shares | Weighted average exercise price | Weighted average remaining term (years) | Aggregate intrinsic value (in thousands) | |||||||||||||
| Outstanding as of March 31, 2023 | — | |||||||||||||||
| Options granted | — | |||||||||||||||
| Forfeited | — | |||||||||||||||
| Outstanding as of March 31, 2024 | — | |||||||||||||||
| Options granted | ||||||||||||||||
| Forfeited | — | |||||||||||||||
| Outstanding as of March 31, 2025 | ||||||||||||||||
| Exercisable as of March 31, 2025 | — | |||||||||||||||
During
the year ended March 31, 2025, the Company issued common stock options, with an
aggregate grant date fair value of $
During the year ended March 31, 2025, the Company recognized $ million in stock based compensation, included in general and administrative expenses in the accompanying statements of operations and comprehensive income (loss). As of March 31, 2025 there was $ million of unrecognized share based compensation expense related to unvested stock options over a weighted average term of years.
Schedule of Fair Value Assumptions of The Options
| March 31, 2025 | ||||
| Volatility | % - | % | ||
| Risk-free rate | % - | % | ||
| Expected life (in years) | - | |||
| Stock price | $ | - | ||
| Exercise price | $ | - | ||
| F-22 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
During the year ended March 31, 2025, the Company issued common shares to a consultant, with each issuance valued at less than $ million at the following dates:
| ● | On
June 30, 2024, the Company issued common shares with a value of approximately
$ |
|
| ● | On
July 17, 2024, the Company issued an additional common shares with a value of approximately
$ | |
| ● | On
October 24, 2024, the Company issued an additional common shares with a value of approximately
$ | |
| ● | On
January 15, 2025, the Company issued an additional common shares with a value of approximately
$ | |
| ● | Between
January 16, 2025 and February 19, 2025, the Company issued an additional common shares
with a value of approximately $ |
As these common shares were fully vested upon the date of grant, the grant date fair value was expensed in the respective period of the grant date.
During
the year ended March 31, 2025, the Company made distributions of $million to certain related party shareholders and one director
shareholder for taxes due as a result of the Company converting from an S corporation to a C corporation, of which the total distribution
was paid in cash. During the year ended March 31, 2025, the Company made distributions to shareholders in the amount of $
See Note 3 for an illustration of the reported balance and the revised balance for Retained earnings for the period ended March 31, 2024.
13. Warrants
At
the closing of the Merger, the Company issued certain consultants and advisors warrants to purchase an aggregate of
The following table provides the activity for all warrants for the years ended March 31, 2025 and 2024:
Schedule of Warrants Activity
| Total Warrants | Weighted Average Remaining Term | Weighted Average Exercise Price | ||||||||||
| Outstanding as of March 31, 2024 | $ | |||||||||||
| Outstanding as of March 31, 2025 | $ | |||||||||||
| F-23 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
14. Commitments and Contingencies
Legal Proceedings
Zircon is engaged in procedures to protect its proprietary rights and has filed complaints with the Federal Trade Commission and the Customs and Border Patrol.
Zircon Corporation v. Stanley Black & Decker, Inc.
A
stay, placed on Zircon’s patent infringement suit filed against Stanley Black & Decker, Inc. (“SBD”) in the Federal
District Court in the Northern District of California in December 2019, was released on May 8, 2024 following disposition of the International
Trade Commission (“ITC”) matter between the parties filed by Zircon. The parties met and conferred and participated in a
Court supervised mediation on September 18, 2024 that resulted in a Settlement Agreement entered into on October 15, 2024. Pursuant to
the Settlement Agreement, Zircon and Stanley provided releases to one another and their respective subsidiaries and affiliates and Stanley
received a fully paid patent license under certain Zircon patents in exchange for payment to Zircon of $
Claim Asserted by Mr. Michael Green
In April 2024, Mr. Michael Green, an individual in Great Britain, asserted violation by Zircon in its U.S. website of certain privacy protections under the laws of Great Britain. The Company believes its U.S. website has not violated the laws of Great Britain and that, in any event, has responded stating such laws do not apply outside Great Britain. As of the date of filing these financial statements, Mr. Green has not responded to the Company and has not asserted any claim for damages.
Leases
The
Company’s corporate headquarters in Campbell, California are leased from the trust of one of the former shareholders of the
Company for
approximately $ per month under a lease expiring in December 2027. The lease requires the Company to pay utilities,
maintenance and real estate taxes. Rent expense was approximately $
The
Company leases office equipment through a lease that expires in June 2026 and requires monthly lease payments of less than $
The
Company had leased a vehicle that expired on July 2024 and required monthly lease payments of less than $
The components of lease expense, which include short-term and variable lease expense and are included in selling, general and administrative expense, are as follows:
Schedule of Components of Lease Expense
| (In thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Operating lease expense | $ | $ | ||||||
| Total lease cost | $ | $ | ||||||
| F-24 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The following table provides the weighted average lease term and weighted average discount rate as of March 31, 2025 and 2024, respectively:
Schedule of Weighted Average Remaining Lease Terms and Discount Rate
| March 31, 2025 | March 31, 2024 | |||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
Future minimum lease payment under non-cancellable lease as of March 31, 2025 are as follows:
Schedule of Future Minimum Lease Payment Under Non-cancellable Lease
| Maturities of lease liabilities (In thousands) | Operating Leases | |||
| Year ending March 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and thereafter | ||||
| Total Minimum Lease Payments | ||||
| Less effects of discounting | ( | ) | ||
| Present value of future minimum lease liabilities | ||||
| Less current portion of operating lease liability | ( | ) | ||
| Operating lease liability, net of current portion | $ | |||
Executive Agreement
On
October 1, 2012, Zircon Corporation (the” Company”) and John R. Stauss (the “Executive”) entered into an Employment
Agreement (“Agreement”). The Agreement established an annual Base Salary of not less than $
15. Related Party Transactions
Zircon is a member of a controlled group of companies and has revenue and cost-sharing activities with other members of the controlled group. Results of operations and financial condition may not represent amounts that would have been reported if Zircon operated as an unaffiliated entity.
Zircon has an exclusive manufacturing and technical assistance agreement with Zircon de Mexico S.A. de C.V. (the “Contractor”), an entity which is owned by certain shareholders of Zircon. Under the terms of the agreement, Zircon provides materials, technical assistance, and expertise to the Contractor, and the Contractor assembles certain of Zircon’s products.
In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of Zircon’s products to European customers and operations began during the year ended March 31, 2019. The ownership structure of the affiliate is similar to the ownership of the premerger ownership of Zircon.
The
Company leases from the Stauss Family Administrative Trust a
| F-25 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The
Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2025, principal
balance of $
16. Income Taxes
The components of income tax expense (benefit) consists of the following:
Schedule of Components of Income Tax Expense Benefit
| 2025 | 2024 | |||||||
| For the Years Ended March 31, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Current: | ||||||||
| Federal | $ | ( | ) | $ | ||||
| State | ||||||||
| International | ||||||||
| Total current expense | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ||||||
| State | ( | ) | ||||||
| Total deferred (benefit) expense | ( | ) | ||||||
| Income tax (benefit) expense | $ | $ | ( | ) | ||||
A
reconciliation of total income tax provision and the amount computed by applying the federal statutory income tax rate of
Schedule of Reconciliation of Income Tax Rate
| 2025 | 2024 | |||||||
| For the Years Ended March 31, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Tax (benefit) expense at statutory rates | $ | ( | ) | $ | ||||
| Effect of: | ||||||||
| Research and development credits generated | ( | ) | ||||||
| Return to provision | ( | ) | ||||||
| Valuation allowance | ||||||||
| Conversion of S corporation to C corporation | ( | ) | ||||||
| State income taxes, net of federal benefit | ( | ) | ||||||
| ASC 740-10 penalty | ||||||||
| International | ||||||||
| Other items | ||||||||
| Total | $ | $ | ( | ) | ||||
| F-26 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows:
Schedule of Deferred Tax Assets and Liabilities
| As of March 31, 2025 | As of March 31, 2024 | |||||||
| (In thousands) | ||||||||
| Deferred tax assets: | ||||||||
| Accrued vacation | $ | $ | ||||||
| Inventory reserve | ||||||||
| Capitalized research and development | ||||||||
| Interest expense limitation | ||||||||
| Lease liability | ||||||||
| Net operating loss carryforward | ||||||||
| Research and development tax credit | ||||||||
| Other | ||||||||
| Total gross deferred tax assets | ||||||||
| Less: Valuation allowance | ( | ) | ||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
| ROU Asset | ( | ) | ( | ) | ||||
| Fixed assets | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Management
considers that it is not more likely than not that deferred tax assets will be realizable as of March 31, 2025. Therefore a full valuation
allowance has been established against deferred tax assets. In the tax years ended March 31, 2025 and March 31, 2024, respectively, the
valuation allowance increased by $
The
Company has federal net operating loss carryforwards as of March 31, 2025 and as of March 31, 2024 of approximately $
The
Company has federal Section 163(j) interest expense carryforwards of $
| F-27 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
The
Company has state net operating loss carryforwards of $
The Company files a US federal tax return, a California state tax return, and a Chinese tax return. The federal tax returns for the March 31, 2021 and later years are open to examination, while the California tax returns for the March 31, 2020 and later years are open to examination. The Chinese tax returns are subject to various statutes of limitations. The Chinese tax provision is de minimis as the Company has limited operations in China. Affiliates of the Company file income tax returns in Mexico and the UK, which are subject to various statutes of limitations.
The
Company has unrecognized tax benefits as of March 31, 2025 and 2024 of $
Schedule of Unrecognized tax Benefits
| As of March 31, 2025 | As of March 31, 2024 | |||||||
| (In thousands) | ||||||||
| Unrecognized tax benefits, beginning balance | $ | $ | ||||||
| Current year increases in unrecognized tax benefits due to tax positions taken in current period | ||||||||
| Recognized interest and penalties | ||||||||
| Unrecognized tax benefits, end balance | $ | $ | ||||||
The
Company acquired federal net operating losses of approximately $
The
Company recognized interest and penalties associated with uncertain tax positions of less than $
On July 4, 2025, subsequent to the balance sheet date, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes significant changes to US tax law, including allowing for an immediate deduction for research & development expenses, among other changes. The financial effects of the OBBBA are still being evaluated and an estimate of the financial impact is not yet practicable at the time of issuance of these financial statements.
16. Subsequent Events
On April 30, 2025, the Company received a Notice of Default (the “Notice”) on its Revolving Credit, Security, and Guaranty Agreement (the “Credit Agreement”) with FGI Worldwide LLC (the “Lender”) as a result of, among other things, being non-compliant with its Fixed Cost Coverage Ratio covenant (as defined in the Credit Agreement) and one additional non-financial covenant and failing to cure the non-compliance (collectively, the “Existing Defaults”). The Existing Defaults are primarily due to reduced revenues and duties incurred on products imported from China. The Company continues to be able to borrow and receive advances under the Credit Agreement.
| F-28 |
ZRCN Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
On July 15, 2025, the Company entered into a forbearance agreement and first amendment to Credit Agreement (the “Forbearance Agreement”) with FGI Worldwide LLC, as Agent for the lender (“FGI”) amending, modifying and other wise affecting that certain Revolving Credit Agreement, dated May 31, 2024.
Pursuant
to the Forbearance Agreement, the Agent has agreed to forbear from exercising any of its rights and remedies arising under the Credit
Agreement and applicable law as a result of the occurrence and continuance of certain specified existing events of default until the
earlier of (a) February 28, 2026 and (b) the date on which any Termination Event (as defined in the Forbearance Agreement) occurs (the
“Forbearance Period”). The Forbearance Agreement, among other things: (i) permits the Company to not comply with its Fixed
Cost Coverage Ratio covenant until the end of the Forbearance Period, (ii) increases the Revolving Interest Rate (as defined in the Credit
Agreement) from
In accordance with an agreement with S.C.E. Partners (“SCE”) dated May 15, 2023 and amended on July 15, 2024, the Company will issue an additional common shares to SCE for the six months ended September 4, 2025. The agreement with SCE was not renewed and is not terminated.
| F-29 |
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal accounting and financial officer has concluded that as of March 31, 2025, our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping. Under the direction of our principal executive officer and principal financial and accounting officer, we are developing a plan to remediate the material weaknesses.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As of March 31, 2025, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of March 31, 2025, our internal control over financial reporting had material weaknesses that lack adequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping and we are implementing plans to improve such internal control.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
No
officer or director of the Company
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 29 |
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers, Directors and Key Employees
The following table sets forth the name, age and position of each of our executive officers, key employees and directors as of August 27, 2025. All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers serve at the discretion of the board.
| Name | Age | Position | ||
| John Stauss (1) | 68 | Chief Executive Officer, Chairman and Director | ||
| Jeff Parsons (2) | 66 | Chief Financial Officer | ||
| Robert Wyler (3) | 81 | General Counsel and Director |
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
Notes:
(1) On April 14, 2023, Mr. Stauss was appointed to serve as our Chief Executive Officer, Chairman, and a Director, effective immediately.
(2) On July 17, 2024, Mr. Parsons was appointed to serve as our Chief Financial Officer, effective immediately.
(3) On April 17, 2023, Mr. Wyler was appointed to serve as our General Counsel, effective immediately, and was appointed as a director on May 12, 2023.
John Stauss, age 68, was appointed on April 14, 2023, to serve as our Chief Executive Officer, Chairman and a Director, effective immediately. Mr. Stauss originally joined Zircon in 1984 as Operations Manager. In 1989, he was promoted to President where he served in that capacity until 2000. Mr. Stauss stepped down as President but remained a Director of the company from 2000 – 2006. In 2006, Mr. Stauss returned to Zircon as its Chairman and CEO, where he has continually sought to set broad performance objectives for Zircon to deliver excellence with a high degree of focus on consistent profitability, technical superiority, intellectual property development, industrial design and industry-leading vendor and end-user support. Mr. Stauss graduated from Homestead Highschool in 1975 and Cal Poly, San Luis Obispo with a Bachelors in Biochemistry in 1982 and a Masters in Business Administration (MBA) in 1984.
Jeff Parsons, age 66, was appointed on July 17, 2024, to serve as our Chief Financial Officer, effective immediately. Mr. Parsons served as Interim Controller and Interim Chief Accounting Officer of Invitae Corporation, a genetic testing company, from March 2023 to November 2023. He served as Interim Controller at Imperfect Foods, a produce delivery company, from March 2022 to January 2023. Between September 2021 and March 2022 Mr. Parsons explored new opportunities. Prior to that, from May 2013 to September 2021 Mr. Parsons served as Corporate Controller at Adesto Technologies Corporation (“Adesto”), a provider of semiconductors and embedded systems. He also served as a financial consultant to Adesto from December 2012 to April 2013. Prior to 2012 Mr. Parsons worked in various senior financial positions for Gigoptix, Inc., a supplier of semiconductor components, Alliance Semiconductor Corporation, a semiconductor manufacturer, Lara Networks, Inc., a provider of network application processors and broadband switching solutions, Cirrus Logic, Inc., a fabless semiconductor supplier and Cypress Semiconductor Corporation, a semiconductor design and manufacturing company. Mr. Parsons has an M.S. in Industrial Administration from Carnegie-Mellon University and a B.A. in Economics from Vanderbilt University.
| 30 |
Robert Wyler, age 81, was appointed on April 14, 2023, to serve as our General Counsel and Secretary, effective immediately. Mr. Wyler was also appointed to serve as a director of the Company on May 13, 2023. Mr. Wyler is a co-Founder of Zircon Corporation and is currently Vice President and Secretary, as well as the company’s General Counsel and a Director. Bob has served in various senior leadership and legal roles with domestic and international technology companies, including Varian Associates, a public company based in Palo Alto and Litronix, Inc. of Cupertino, CA., where he was responsible for supervision and management of all of the company’s legal matters both in the US and also across Litronix’s international operations in Europe, Malaysia, Singapore and Mauritius. Mr. Wyler received a Bachelor of Science in Mechanical Engineering from Stanford University in 1965, and a Juris Doctorate (JD) from Hastings College of Law in San Francisco in 1968.
Board of Directors
During the year ended March 31, 2025 the Company added three new, non-employee directors to its Board of Directors. In conjunction with this, Ron Bourque resigned his position as a director of the Company. The Company now has five directors on its Board.
Joseph R. Bronson, age 77, has served as Chief Executive Officer and Principal of The Bronson Group, LLC., a business advisory group focused on operational and financial consulting since 2012. He also is an advisor and supervisory board member of Solayer, an equipment company based in Germany and China in the advanced optical applications area. He has been an adviser to AMEC, a semiconductor equipment company, based in Shanghai, China since 2008. From 2016 to 2021 Mr. Bronson was a Managing Director and Strategic Advisor to Cowen, a New York City based investment bank. In February 2024, he became an advisor to FMC (Ferro-electric Memory Corporation), a company involved in the design and fabrication of advanced memory semiconductor chips. In 2025, Mr. Bronson joined the board of directors of FMC. From January 1998 to October 2004 Mr. Bronson served as the Chief Financial Officer of Applied Materials, a semiconductor equipment manufacturer in Santa Clara, CA.
Mr. Bronson currently serves on the board of PDF Solutions, Inc. (NASDAQ: PDFS), a leading provider of comprehensive data solutions for the semiconductor ecosystem, as the lead Director. Mr. Bronson currently serves as a Regent at Santa Clara University and Loyola Marymount University. He had been a member of the Board of Trustees of Fairfield University from 2009 until February 2021. He is a past Chair of the Board of Trustees of Bellarmine Preparatory School in San Jose, California and became an Emeritus Director in 2023 after 20 years of service. He is also the Chair of the Advisory Board of the Leavey School of Business at Santa Clara University. Mr. Bronson is a certified public accountant and holds a Bachelor of Science degree in accounting from Fairfield University and a Master of Business Administration from the University of Connecticut.
Brian Wong:, age 63, an experienced technology CEO and executive, currently serves on the Boards of Directors of, or is an executive in, a number of companies, including the following: a) Board member of Terraline Trucks, Inc. headquartered in Fremont California, which is dedicated to building a revolutionary electric battery, long-haul (500+ miles), Class-8 heavy truck that supports any driver, human or autonomous; b) President of Zelos Energy, headquartered in San Leandro, California, where he is overseeing development of low cost, long life, and eco-friendly rechargeable Zinc Batteries addressing renewable energy storage applications and providing advice on strategy, scale-up, strategic partnering and fundraising; c) President of Moso4 Advisory, Inc. headquartered in Rancho Palos Verdes, California, through which he provides strategic advisory and consulting for technology companies and Venture Capital investors; d) Board member of Lemurian Labs headquartered in Menlo Park, California, and Chairman of its Audit and Compensation Committee. Lemurian is developing an ultra-low power, high performance AI software stack and new co-processor based on a proprietary log arithmetic, resulting in much higher efficiencies and lower latency for hyperscaler cloud and edge computing, and e) Managing Director of Pantek Securities headquartered in San Juan, Puerto Rico. Pantek Securities is an investment banking firm focused on energy, deep technology and hard technology sectors. Pantek Securities provides private placement, Merger and Acquisition services and Mr. Wong is FINRA Registered (CDR # 7630684).
| 31 |
In addition to the above cited positions, Mr. Wong has served as a Director on numerous for profit and Not-for-profit Boards since 1995. He received a BSEE (with honors) in 1983 from the University of California, Los Angeles, an MSEE in Electro-Physics in 1986 from the University of Southern California and in 1992 completed the Graduate Management Program (LEAP) at the UCLA Anderson School of Management. During his career he has participated in various Professional Societies and Activities, authored a technical textbook and other publications and received a number of awards including a data timing and recovery patent.
Linda Graebner:, age 75, is an experienced entrepreneur, CEO and Director, who has successfully grown and transformed numerous consumer products companies. Ms. Graebner served as the Executive Chair of the Board of Directors of Chef’n Corporation, a global developer of highly innovative household gadgets and tools. She led the Board as well as directly managing company finance, marketing, sales and supply chain operations. She led a major channel and distribution expansion, doubling revenue and tripling EBITDA, culminating in a successful sale to Taylor Precision Products in December 2014. She remained a Director of Taylor through its transition to Filament Brands and ultimate sale to Lifetime Brands (public).
In her position as President & CEO for Tilia, Ms. Graebner created and executed the strategic growth plan that built an entirely new category in the housewares industry. She grew Tilia from $9 million revenue with significant losses to over $200 million with outstanding EBITDA and cash flow prior to its sale to Jarden Corp. (NYSE). She continued to lead the company’s growth and played a key role in several acquisitions that led Jarden to grow ten-fold within three years. For Tilia, she completed the acquisition of VillaWare, a $10 million specialty appliance company and successfully integrated it into Tilia’s business.
Ms. Graebner also served as Chair of the International Housewares Association and on the Boards of the Association for Corporate Growth, Pacific Community Ventures and Association of National Advertisers. She currently serves as Chair of a Women Presidents’ Organization chapter and she is a member of the Women Corporate Directors (WCD) organization, Committee of 200 (C200) and the International Women’s Forum (IWF).
Ms. Graebner founded and is the Managing Partner of LSG Associates, a consulting firm specializing in creating and implementing business growth plans for consumer, manufacturing and retail businesses. Her “hands-on” CEO experience coupled with a broad base of industry and marketing expertise provides a unique perspective to add value. Ms. Graebner’s extensive operating experience supports her ability to effectively work with management to ensure successful execution of operating plans.
At Dole Food Company ($3+ billion food producer), Ms. Graebner held various executive level positions in Sales, Marketing, New Business Development and R&D where she successfully launched new products globally, achieving significant new revenues as well as integrating new acquisitions to achieve double digit growth.
Ms. Graebner also held senior Marketing and Business Development as well as Strategic Planning positions at James River Corporation, and held similar positions at Crown Zellerbach before its acquisition by James River. She was also a Senior Associate with the management consulting firm of Booz, Allen & Hamilton.
Term of Office
Our directors are appointed to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.
| 32 |
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K.
Director Independence
The Board of Directors is currently composed of five members, which include John Stauss and Robert Wyler. Mr. Stauss and Mr. Wyler do not qualify as independent in accordance with the published listing requirements of the NASDAQ. The NASDAQ independence definition includes a series of objective tests, such as that the Director is not, and has not been for at least three years, one of Zircon’s employees and that neither the Director, nor any of his/her family members has engaged in various types of business dealings with us.
Audit Committee
Pursuant to Section 4.2 of the Bylaws, the Board may, by resolution passed by a majority of the entire Board, designate one or more committees. Pursuant to a Directors’ Resolution, Joe Bronson, Brian Wong, and Robert Wyler have each been appointed as members of the Audit Committee of the Company. Mr. Bronson is considered the financial expert on our Audit Committee.
Nominating and Compensation Committees
Our compensation committee is chaired by Ms. Graebner and includes Mr. Wong and Mr. Stauss Our Nominating and Governance Committee is chaired by Mr. Wong and includes Ms. Graebner and Mr. Stauss.
Code of Business Conduct and Ethics
We have not adopted a formal Code of Business Conduct and Ethics applicable to all Board members, officers and employees. We intend to adopt one during the fiscal year ending March 31, 2026.
| 33 |
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the fiscal year ended March 31, 2025.
| Summary Compensation Table | |||||||||||||||||||||||||||||||||||
| Name and | Fiscal
Year Ending | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All
Other Compensation | Totals | ||||||||||||||||||||||||||
| Principal Position | March 31, | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||
| John Stauss, | 2025 | 310,878 | - | — | 112,210 | — | — | - | 423,088 | ||||||||||||||||||||||||||
| Chairman & CEO | 2024 | 323,965 | 43,031 | — | — | — | — | 4,000 | 370,996 | ||||||||||||||||||||||||||
| Ronald Bourque, | 2025 | 72,792 | — | — | 178,815 | — | — | - | 251,607 | ||||||||||||||||||||||||||
| Former President & CFO | 2024 | 285,288 | — | — | — | — | — | 4,000 | 289,288 | ||||||||||||||||||||||||||
| Jeff Parsons | 2025 | 250,000 | — | — | 36,400 | — | — | - | 286,400 | ||||||||||||||||||||||||||
| Chief Financial Officer | 2024 | - | — | — | — | — | — | - | |||||||||||||||||||||||||||
| Robert Wyler, | 2025 | 241,879 | — | — | 117,110 | — | — | — | 358,989 | ||||||||||||||||||||||||||
| Corporate Counsel and Secretary | 2024 | 241,879 | — | — | — | — | — | — | 241,879 | ||||||||||||||||||||||||||
Narrative Disclosure to Summary Compensation Table
On October 1, 2012, Zircon Corporation (the” Company”) and John R. Stauss (the “Executive”) entered into an Employment Agreement (“Agreement”). The Agreement established an annual Base Salary of not less than $300,000 paid in periodic installments in accordance with the Company’s regular payroll practices. The Agreement also provides for a bonus equal to 20% of net income based on revenue and profitability targets as set forth in the Company’s Business Plan. The performance bonus is calculated and paid on a quarterly basis. Under the terms of the Agreement, Mr. Stauss was paid $43,031 in October 2023 for the performance results through the quarter ended September 30, 2023. The Agreement also entitles the Executive to participate in employee benefit plans of the Company consistent with the benefit plan requirements for all employees. The Executive is also entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment and other expenses incurred by the Executive during the employment period. The Agreement has been extended through March 31, 2027.
| 34 |
Outstanding Equity Awards at March 31, 2025
| Name | Number
of shares Granted Underlying Stock Options Held on March 31, 2025 | |||
| John Stauss | 458,000 | |||
| Ronald Bourque | 655,000 | |||
| Jeff Parsons | 100,000 | |||
| Robert Wyler | 478,000 | |||
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of March 31, 2025.
| Option Awards | ||||||||||||||||
| Name | Vesting Start Date | Underlying Unexercised Options (#) Exercisable | Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | |||||||||||
| John Stauss | 1/31/2025 | - | 458,000 | $ | 0.83 | 1/31/2030 | ||||||||||
| Ronald Bourque | 1/31/2025 | - | 655,000 | $ | 0.75 | 1/31/2030 | ||||||||||
| Jeff Parsons | 7/17/2024 | - | 100,000 | $ | 0.88 | 7/17/2029 | ||||||||||
| Robert Wyler | 1/31/2025 | - | 478,000 | $ | 0.83 | 1/31/2030 | ||||||||||
Clawback Policy
We are not required to maintain a compensation recovery policy.
Equity Award Timing Policies and Practices
We do not grant option awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. In fiscal year 2025, we did not grant option awards to our named executive officers during the time period outlined in Item 402(x) of Regulation S-K.
Insider Trading Compliance Policy
We maintain an insider trading compliance policy, as discussed in Part III. Item 10. Directors, Executive Officers and Corporate Governance—Insider Trading Compliance Policy.
Compensation of Directors
Our non-employee directors earned the following compensation during the year ended March 31, 2025.
| Director Compensation Table | |||||||||||||||||||||||
| Name and | Fiscal
Year Ending | Fees
earned or paid in cash | Stock Awards | Option Awards | All Other Compensation | Totals | |||||||||||||||||
| Principal Position | March 31, | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||
| Joseph Bronson (1) | 2025 | 18,156 | - | 13,104 | - | 31,260 | |||||||||||||||||
| Linda Graebner (2) | 2025 | 13,070 | — | 13,296 | - | 26,366 | |||||||||||||||||
| Brian Wong (3) | 2025 | 13,930 | — | 13,296 | - | 27,226 | |||||||||||||||||
| (1) | Mr. Bronson began his term as a director on August 14, 2024. |
| (2) | Ms. Graebner began her term as a director on October 18, 2024. |
| (3) | Mr. Wong began his term as a director on October 7, 2024. |
Each person who served as a member of our board of directors during fiscal 2025 held the following aggregate number of shares of our common stock subject to outstanding stock options as of March 31, 2025.
| Name | Number
of shares Underlying Stock Options Held on March 31, 2025 | |||
| Joseph Bronson | 48,000 | |||
| Linda Graebner | 48,000 | |||
| Brian Wong | 48,000 | |||
| 35 |
2024 Equity Incentive Plan
On February 28, 2024, the Company’s board of directors adopted the ZRCN Inc. 2024 Equity Incentive Plan (the “Plan”) initially reserving 40,000,000 shares of the Company’s common stock for issuance thereunder, provided, that, the shares of Common Stock issued under the Plan with respect to any exempt awards shall not count against such share limit. Exempt awards include (i) any awards previously granted by a corporation or other entity acquired by the Company or any of its subsidiaries or with which the Company or any of its subsidiaries combines by merger or otherwise; (ii) an “employment inducement” award as described in the applicable stock exchange listing manual or rules; and (iii) any award that is purchased for fair market value (including awards to be received in lieu of fully vested compensation that is otherwise due). The number of shares of Common Stock available for grant under the Plan will be automatically increased on the first day of each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of Common Stock as determined by the Board.
The Plan became effective on February 28, 2024 upon approval of the Plan by the Company’s shareholders. Pursuant to the Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. As of March 31, 2025, the Company has granted stock options for 3,216,500 shares of Company Common Stock.
| 36 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of the Company’s Common Stock on August 27, 2025:
| ● | each person, or group of affiliated persons, who is the beneficial owner of more than 5% of the outstanding common stock of the Company; | |
| ● | each executive officer and director of the Company; and | |
| ● | all of the Company’s executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including securities that are exercisable or convertible, as the case may be, within 60 days of August 27, 2025. Shares of common stock issuable pursuant to such securities are deemed outstanding for computing the percentage of the person holding such securities and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, the combined Company believes, based on the information furnished to it, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act.
The percentage of shares beneficially owned is based on 10,306,426 shares of Company Common Stock outstanding as of March 31, 2025.
Unless otherwise noted below, the address of the persons listed on the table is c/o ZRCN Inc., 1580 Dell Avenue, Campbell, CA 95008.
Beneficial ownership representing less than 1% is denoted with an asterisk (*).
| Beneficial Ownership | ||||||||
| Name of Beneficial Owner | Shares | % | ||||||
| Greater than 5% Stockholders: | ||||||||
| Stauss 2014 Revocable Trust (1) | 3,990,133 | 38.72 | % | |||||
| Kurt Stauss (2) | 1,773,393 | 17.21 | % | |||||
| Eric Stauss (3) | 1,773,393 | 17.21 | % | |||||
| Current Executive Officers and Directors: | ||||||||
| John Stauss (1) | 3,990,133 | 38.72 | % | |||||
| Jeffrey Parsons | 0 | * | ||||||
| Robert Wyler | 1,330,045 | 12.91 | % | |||||
| All current executive officers and directors as a group (3 persons) | 5,320,178 | 51.62 | % | |||||
| (1) | John Stauss, as a trustee of the Stauss 2014 Revocable Trust, has the voting power to vote and dispose of the shares held in such trust. |
+
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based on a review of the copies of such forms received, we believe that during fiscal 2025, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information about our equity compensation plans as of March 31, 2025.
| Securities Authorized for Issuance Under Equity Compensation Plans | ||||||||||||
| Plan Categorry | Number
of securities to be issued upon exercise outstanding options, warrants, and rights (a) | Weighted
average exercise price of outstanding options, warrants and rights | Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | |||||||||
| Equity Compensation Plans approved by security holders | 3,433,684 | $ | 0.75 | 36,783,500 | ||||||||
| Equity Compensation Plans not approved by security holders | - | - | - | |||||||||
| Total | 3,433,684 | $ | 0.75 | 36,783,500 | ||||||||
| 37 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The following includes a summary of transactions since March 31, 2023 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.
Zircon is a member of a controlled group of companies and has revenue and cost-sharing activities with other members of the controlled group. Results of operations and financial condition may not represent amounts that would have been reported if the company operated as an unaffiliated entity.
Zircon has an exclusive manufacturing and technical assistance agreement with Zircon de Mexico S.A. de C.V. (the “contractor”), an entity which is owned by certain shareholders of Zircon.
Under the terms of the agreement, Zircon provides materials, technical assistance, and expertise to the contractor, and the contractor assembles certain of Zircon’s products. Zircon paid the contractor for costs incurred in manufacturing Zircon’s products, as defined in the contract, plus a profit percentage of approximately 5% of actual cost during the 12-month periods ended March 31, 2025, and 2024. Total payments including the profit percentage amounted to $3.1 million and $3.0 million for the 12month periods ended March 31, 2025 and 2024, respectively.
Zircon has a note payable to the contractor. The note was established for the purpose of reducing the payable balance and to satisfy the company’s lender’s requirements. During the period December 31, 2021, Zircon increased the borrowings by $0.4 million to reduce the payable balance and to control the timing of the expected cash payments. The outstanding loan balance on December 31, 2022, was at $0.8 million. The note bears interest at the current Federal funds rate not to exceed 5% and is limited to an increase of no more than 2% annually. The entire principal balance is due and payable in December 2024 and is subordinated to the line of credit agreement the company has with the bank. On March 27, 2025 the maturity date for both notes was extended to December 31, 2027.
In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of Zircon’s products to European customers and operations began during the year ended March 31, 2019. The ownership structure of the affiliate is similar to the ownership of Zircon. The company pays certain administrative and selling expenses of the affiliate. During the 12-month periods ended March 31, 2025, and 2024, the company recorded sales to the affiliate of approximately $35,000 and $35,000, respectively. As of December 31, 2025, and 2024, the company had a receivable from the affiliate of approximately $0.1 million and $0.1 million, respectively.
Notes Payable
The Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2025, the principal balance of approximately $0.7 million is due and payable in December 2025. Interest accrues at 5.5% per annum, is paid quarterly and included in accrued expenses. The note is subordinated to the Credit Agreement and no payment is to be made on the note without prior approval from the lender. On March 27, 2025, the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2027. There was no change to the principal amount or the annual interest rate. For the years ended March 31, 2025 and 2024 the interest expense on the notes payable to the Stauss Family Administrative Trust was $37,000 and $30,000, respectively.
Director Independence
Our board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has determined that Mr. Stauss and Mr. Wyler are not independent directors Our non-employee directors, Mr. Bronson, Ms. Graebner, and Mr. Wong, are all independent directors as that term is defined under the Nasdaq rules.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Assurance Dimensions LP resigned as the Company’s independent registered public accounting firm on May 3, 2025. The Company engaged Kreston GTA LP as its new accounting firm on May 13, 2025.
The aggregate fees billed to us by Kreston GTA LP and Assurance Dimensions LP, our independent registered public accounting firms, for the indicated services for each of the last two fiscal years were as follows:
| 2025 | 2024 | |||||||
| Audit fees (1) | $ | 217,600 | $ | 119,400 | ||||
| Audit-related fees | — | — | ||||||
| Tax fees | — | — | ||||||
| All other fees | — | — | ||||||
| (1) | Audit fees consist of fees for professional services performed by Kreston GTA LP for fiscal 2025 and Assurance Dimensions LP for fiscal 2024 for the audit and review of our financial statements, preparation and filing of our registration statements, including issuance of comfort letters. |
| 38 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
See “Index to Consolidated Financial Statements” on page F-1.
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this report.
(3) Exhibits
Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. We will furnish a copy of any exhibit to stockholders, without charge upon written request to the Company.
| + | Indicates a management contract or compensatory plan or arrangement. |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
ITEM 16. FORM 10-K SUMMARY
None.
| 39 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZRCN INC. | |
| /s/ John Stauss | |
| Chairman, Chief Executive Officer, and Director (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Wyler as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ John Stauss | Chairman and Chief Executive Officer | September 10, 2025 | ||
| John Stauss | (Principal Executive Officer) | |||
| /s/ Jeff Parsons | Chief Financial Officer | September 10, 2025 | ||
| Jeff Parsons | (Principal Financial and Accounting Officer) | |||
| /s/ Robert Wyler | General Counsel, Secretary and Director | September 10, 2025 | ||
| Robert Wyler | ||||
| /s/ Joseph Bronson | Director | September 10, 2025 | ||
| Joseph Bronson | ||||
| /s/ Linda Graebner | Director | September 10, 2025 | ||
| Linda Graebner | ||||
| /s/ Brian Wong | Director | September 10, 2025 | ||
| Brian Wong |
| 40 |
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
ZRCN Inc., a Delaware corporation (the “Company,” “Corporation,” “we,” “us” or “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Common Stock (as defined below).
The following description briefly summarizes information about our capital stock, including our Common Stock. This information does not purport to be complete, and is subject to and qualified in its entirety by reference to: (i) the Company’s certificate of incorporation, as amended (as so amended, our “Certificate of Incorporation”); and (ii) the Company’s bylaws, as amended (as so amended, our “Bylaws”), copies of each of which are filed and incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit is a part. We encourage you to read our Certificate of Incorporation, our Bylaws, and the relevant provisions of the General Corporation Law of the State of Delaware (the “DGCL”) – the general corporation law of the state in which we are incorporated – for additional information.
General
As of August 29, 2025, our authorized capital stock consists of 200,000,000 shares of common stock, par-value $0.0001 per share. As of August 29, 2025, there were 10,384,423 shares of our common stock issued and outstanding.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger, or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.
Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.
In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Warrants
As of September 4, 2025, there are warrants outstanding for the purchase of 217,184 shares of ZRCN Common Stock.
Options
As of September 4, 2025, there are stock options for 3,216,500 shares of ZRCN Common Stock outstanding.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware law
Certain provisions of our Certificate of Incorporation, as amended, and Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate of Incorporation, as amended, and Bylaws and Delaware law, as applicable, among other things:
| ● | provide the board of directors with the ability to alter the bylaws without stockholder approval; | |
| ● | provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum. |
These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.
Transfer Agent
The Company’s transfer agent is Computershare Trust Company, N.A. located at 250 Royall Street, Canton, MA 02021 with a phone number at 1 (781) 575-2000.
Exhibit 31.1
Certification of Chief Executive Officer of ZRCN Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John Stauss, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of ZRCN Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 10, 2025 | /s/ John Stauss |
| John Stauss | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer of ZRCN Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeff Parsons, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of ZRCN Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 10, 2025 | /s/ Jeff Parsons |
| Jeff Parsons | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification of Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, John Stauss, Chief Executive Officer of ZRCN Inc. (the “Company”), hereby certifies that based on the undersigned’s knowledge and belief:
| 1. | The Company’s Annual Report on Form 10-K for the year ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 10, 2025 | /s/ John Stauss |
| John Stauss | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
Certification of Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Jeff Parsons, Chief Financial Officer of ZRCN Inc. (the “Company”), hereby certifies that based on the undersigned’s knowledge and belief:
| 1. | The Company’s Annual Report on Form 10-K for the year ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 10, 2025 | /s/ Jeff Parsons |
| Jeff Parsons | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |