ZRCN Inc NT 10-K, filed Jun 30, 2026
ZRCN Inc. (ZRCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 000-56380
NOTIFICATION OF LATE FILING
| ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q |
| ☐ Form 10-D | ☐ Form N-SAR | ☐ Form N-CSR |
For Period Ended: March 31, 2026
| ☐ Transition Report on Form 10-K | ☐ Transition Report on Form 10-Q |
| ☐ Transition Report on Form 20-F | ☐ Transition Report on Form N-SAR |
| ☐ Transition Report on Form 11-K |
For the Transition Period Ended: _______________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________
PART I
REGISTRANT INFORMATION
| Full name of registrant | ZRCN Inc. |
| Former name if applicable | |
| Address of principal executive office | 1580 Dell Avenue |
| City, state and zip code | Campbell, CA 95008 |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
The preparation, collection, and review of the information required for inclusion in the Form 10-K for the applicable fiscal year have resulted in timing constraints that make the timely filing of the Form 10-K impracticable without unreasonable hardship and expense to the registrant. While the registrant had intended to file the annual report within five calendar days of the original due date, it will be unable to meet that extension period. The registrant expects to file the required financial information as soon as reasonably practicable and will include the financial statements in its forthcoming Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Jeff Parsons | (408) | 963-4589 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☐ Yes ☒ No
The Company is delinquent in filing its financial statements on Form 10-Q for the three months ended December 31, 2026.
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐ Yes ☒ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
On May 2, 2025, the Audit Committee of the Board of Directors of ZRCN Inc. (the “Company”) received formal notice from Assurance Dimensions Inc. (“AD”) that, in conjunction with its exit from providing audit services to publicly traded companies, AD had made the decision to resign as the Company’s PCAOB accountant effective May 2, 2025.
On May 12, 2025, the Company’s Audit Committee and Management engaged Kreston, GTA PC., (Kreston) as the Company’s independent registered PCAOB accounting firm for the financial reporting period ending March 31, 2025, subject to completion of Kreston’s standard client acceptance procedures.
As a result of these two events ZRCN Inc. was delinquent in filing its financial statements on Form 10-K for the year ending March 31, 2025, resulting in a filing date of September 10, 2025 and a delinquency in filing its financial statements on Form 10-Q. As of June 30, 2026, the Company has filed its financial statements on Form 10-Q for the three months ended June 30, 2025 and September 30, 2025. The Company is planning to file its financial statements for the three months ended December 31, 2025 by July 2, 2026 and is planning on filing its annual financial statements on Form 10-K for the twelve months ended March 31, 2026 by August 14, 2026.
ZRCN Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: June 30, 2026 | /s/ Jeff Parsons | |
| By: | Jeff Parsons | |
| Title: | Chief Financial Officer |