ZRCN 8-K
ZRCN Inc. (ZRCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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
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| Item 2.04 | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
As previously announced, on July 15, 2025, ZRCN, Inc. (the “Company”), and its wholly owned subsidiary, Zircon Corporation (“Zircon”), and its affiliates, Zircon de Mexico, S.A. de C.V. and Zircon Corporation Ltd. (collectively the “Affiliates”), entered into a forbearance agreement and first amendment to Credit Agreement (the “Forbearance Agreement”) with FGI Worldwide LLC, as Agent for the lender (“Lender”) amending, modifying and other wise affecting that certain Revolving Credit Agreement, dated May 31, 2024 (the “Credit Agreement”). The Forbearance Agreement, among other things, required the Company to maintain certain minimum consolidated EBITDA through the Forbearance Period (the “EBITDA Covenant”).
On September 17, 2025, the Company and its Affiliates received a Notice of Default under the Credit Agreement (the “Notice”) as a result of its failure to satisfy the EBITDA Covenant (the “Specified Defaults”).
The Notice constitutes a notice of default under Section 10.5 of the Credit Agreement. The Notice advises, and the Credit Agreement provides, that upon the occurrence of an event of default, the Lender may exercise a variety of remedies afforded to the Lender under the Credit Agreement or by applicable law or equity, including without limitation, acceleration of the due date of the unpaid principal balance of the Credit Agreement and all accrued but unpaid interest thereon. Further, according to the Credit Agreement, the Lender may, during an event of default and in accordance with applicable law, foreclose on the Company’s assets and its security interest in the Company’s personal property and exercise any other remedies provided therein.
At this time, the Lender has not: (i) accelerated or demanded any payment; (ii) applied interest under the Credit Agreement at the default rate; (iii) foreclosed on all or any part of any lien or security interest created by any of the loan documents; and (iv) exercised any other right or remedy that may be available to it. The Company has no assurance that the Lender will not seek to enforce its rights in the future. The Company is currently continuing to work with the Lender to address the Specified Defaults, however, there can be no assurance that any arrangements will ever materialize between the parties.
A description of the Forbearance Agreement, the Credit Agreement and related agreements are contained in the Company’s reports filed with the Securities and Exchange Commission, which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZRCN Inc. | ||
| Date: September 25, 2025 | By: | /s/ Jeff Parsons |
| Jeff Parsons | ||
| Chief Financial Officer | ||
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