UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~October~~February 1821, ~~2024~~2025

ZRCN Inc. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware

000-56380

83-2756695

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1580 Dell Avenue, Campbell, CA. 95008.

(Address of principal executive offices and zip code)

(408) 963-4550

Registrant’s telephone number, including area code:

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title 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)

Item 57.0201. -Regulation ~~Departure~~FD ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~October~~February 1821, ~~2024~~2025, ZRCN Inc. (the “Company”) ~~appointed~~made ~~Ms.~~available ~~Linda~~in ~~Graebner~~the asinvestor relations/presentations section of its website (www.zrcn.com) a ~~Director~~presentation which includes an overview of the Company. MsThe Company expects to use the presentation in connection with future investor presentations. ~~Graebner~~The presentation may be amended or updated at any time and from time to time through another Current Report on Form 8-K, a later company filing or other means. The Company does not have, and expressly disclaims, any ~~family~~obligation ~~relationship~~to release publicly ~~with~~any updates or any ~~Director,~~changes ~~executive~~in ~~officer~~its expectations or ~~person~~any ~~nominated~~change in events, conditions, or ~~chosen~~circumstances byon ~~the~~which ~~Company~~any toforward ~~become~~looking astatement in ~~director~~the orpresentation ~~executive~~is ~~officer~~based. A copy of the ~~Company. There~~presentation is noattached ~~understanding~~as orExhibit ~~arrangement~~99.1 ~~between~~to ~~Ms.~~this ~~Graebner~~report, and ~~any~~the ~~other~~information ~~person~~set ~~pursuant~~forth totherein is ~~which~~incorporated ~~she~~herein ~~was~~by ~~selected~~reference asand constitutes a ~~Director~~part of ~~the~~ ~~Company~~this report. ~~There~~These ~~are~~materials noshould ~~transactions~~be inread ~~which~~together ~~Ms.~~with ~~Graebner~~the ~~has~~information included anin ~~interest~~the ~~requiring~~Company’s ~~disclosure~~other ~~under~~filings ~~Item~~with ~~404(a)~~the ofSecurities ~~Regulation~~and ~~S-K~~Exchange Commission.

~~Ms.~~The ~~Graebner~~information isin anthis ~~experienced~~Item ~~entrepreneur,~~7.01 ~~CEO~~(including ~~and~~Exhibit ~~Director,~~99.1 ~~who~~hereto) ~~has~~shall ~~successfully~~not ~~grown~~be ~~and~~deemed ~~transformed~~“filed” ~~numerous~~for ~~consumer~~the ~~products~~purposes ~~companies.~~of Section 18 ~~Ms.~~of ~~Graebner~~the ~~served~~Securities Exchange Act of 1934, as amended (the ~~Executive~~“Exchange ~~Chair~~Act”), ofor ~~the~~otherwise ~~Board~~subject ofto ~~Directors~~the liabilities of ~~Chef’n~~that section. ~~Corporation~~Furthermore, athe ~~global~~information ~~developer~~contained ofin ~~highly~~the ~~innovative household~~presentation ~~gadgets~~attached ~~and~~to ~~tools~~this report as Exhibit 99.1 ~~She~~shall ~~led~~not be deemed to be incorporated by reference in the ~~Board~~filings asof ~~well~~the asregistrant ~~directly~~under ~~managing~~the ~~company~~Securities ~~finance~~Act of 1933, ~~marketing~~as amended, ~~sales~~or ~~and~~the ~~supply~~Exchange ~~chain~~Act, ~~operations.~~regardless ~~She~~of ~~led~~any ageneral ~~major~~incorporation ~~channel~~language ~~and~~in ~~distribution~~such ~~expansion,~~filing. ~~doubling~~The ~~revenue~~information ~~and~~included ~~tripling~~in ~~EBITDA,~~this ~~culminating~~Current inReport aon ~~successful~~Form ~~sale~~8-K tounder ~~Taylor Precision~~this ~~Products~~Item in7.01 (including ~~December~~Exhibit ~~2014~~99.1 ~~She~~hereto) ~~remained~~will anot ~~Director~~be ofdeemed ~~Taylor~~an ~~through~~admission ~~its~~as ~~transition~~ to ~~Filament~~the ~~Brands~~materiality ~~and~~of ~~ultimate~~any ~~sale~~information required to be disclosed solely ~~Lifetime~~to ~~Brands~~satisfy ~~(public)~~the requirements of Regulation FD.

InThe ~~her~~Company ~~position~~intends asto ~~President~~use &its ~~CEO for Tilia~~website, Mswww.zrcn.com, ~~Graebner~~as ~~created~~a ~~and~~means ~~executed~~of ~~the~~disclosing ~~strategic~~material ~~growth~~information ~~plan~~and ~~that~~for ~~built~~complying anwith ~~entirely~~its ~~new~~disclosure ~~category~~obligations inunder ~~the~~Regulation ~~housewares industry~~FD. ~~She~~Such ~~grew~~disclosures ~~Tilia~~will ~~from~~be $9included ~~million~~in ~~revenue~~the ~~with~~Investor ~~significant~~Relations ~~losses~~portion toof ~~over~~the ~~$200~~Company’s ~~million with outstanding~~website. ~~EBITDA~~Accordingly, ~~and~~investors ~~cash~~should ~~flow~~monitor ~~prior~~such toportions ~~its~~of ~~sale to Jarden Corp. (NYSE). She continued to lead~~ the ~~company~~Company’s ~~growth~~website, ~~and played a key role~~ in ~~several~~addition ~~acquisitions that led Jarden~~ to ~~grow~~following ~~ten-fold~~its ~~within~~press ~~three years. For Tilia~~releases, ~~she completed the acquisition of VillaWare, a~~Securities ~~$10 million specialty appliance company~~ and ~~successfully~~Exchange ~~integrated~~Commission ~~it into Tilia’s business~~filings.

~~Ms.~~Item ~~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~~9.01 ~~She~~Financial ~~currently~~Statements ~~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)~~Exhibits.

99.1		Investor Presentation of ZRCN Inc., dated February 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Ms. Graebner founded and is the Managing Partner of LSG Associates, a consulting firm which 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.2-

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.

Ms. Graebner has extensive experience serving as an “independent” Board member and has provided leadership to Governance and Nominating, Audit and Compensation Committees.

Ms. Graebner’s awards include the Ernst & Young Manufacturing Entrepreneur of the Year Award for Northern California, several citations by the San Francisco Business Times “100 Most Influential Bay Area Business Women”, and a Distinguished Science Alumna of Purdue University.

Ms. Graebner received a Bachelor of Science (BS) in mathematics from Purdue University and a Master in Business Administration (MBA) from Stanford University.

Ms. Graebner will receive $7,200.00 per calendar quarter, to serve as a Director of the Company (pro rated for service that is less than a full calendar quarter), plus the grant of a non-qualified option to purchase 48,000 shares of Common Stock of the Company that will vest on the last business day of September, 2025, and be exercisable, subject to certain conditions, to October 18, 2029.

A copy of Ms. Graebner’s Board of Director Agreement with the Company will be attached as an Exhibit to its 10-Q filing.

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: October 24, 2024	By:	/s/ Jeff Parsons
Date: February 21, 2025	By:	/s/ Jeff Parsons
		Jeff Parsons
		Chief Financial Officer

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