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): ~~September~~March 17, ~~2025~~2026

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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 21.0401 ~~Triggering~~Entry ~~Events~~into ~~that Accelerate or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement

AsOn ~~previously~~March ~~announced~~17, on2026 ~~July~~(the ~~15,~~“Effective ~~2025~~Date”), ZRCN, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiary, Zircon Corporation, a California corporation (“Zircon”), and ~~its~~collectively ~~affiliates,~~with ~~Zircon~~the ~~de Mexico~~Company, ~~S.A. de C.V. and Zircon Corporation Ltd. (collectively~~ the “~~Affiliates~~Debtor”), entered into a ~~forbearance~~Loan ~~agreement~~ and ~~first~~Security ~~amendment to Credit~~ Agreement (the “~~Forbearance~~Loan Agreement”) with ~~FGI~~Altriarch ~~Worldwide~~Holdings SPV, LLC, as ~~Agent~~ ~~for the~~ lender (“Lender”). The ~~amending,~~Loan ~~modifying~~Agreement ~~and~~provides ~~other~~for ~~wise~~a ~~affecting~~$12.5 ~~that~~million ~~certain~~senior ~~Revolving~~secured ~~Credit~~revolving ~~Agreement,~~credit ~~dated May~~facility ~~31, 2024~~ (the “Credit ~~Agreement~~Facility”). ~~The~~available to ~~Forbearance~~be ~~Agreement~~used by the Company and Zircon for, among other things, ~~required~~replacement and discharge of the Company’s tocurrent ~~maintain~~loan ~~certain~~of $15.0 ~~minimum~~million ~~consolidated~~with ~~EBITDA~~FGI ~~through~~Worldwide, LLC and the ~~Forbearance~~ability ~~Period~~to (increase its borrowings from the ~~“EBITDA~~Lender ~~Covenant”)~~for working capital purposes.

OnThe ~~September~~Loan Agreement matures on March 17, ~~2025~~2029 (the “Maturity Date”), subject to the ~~Company~~right ~~and~~of ~~its~~the ~~Affiliates~~Debtor ~~received~~to arequest ~~Notice~~to extend the Maturity Date for up to an additional one (1) year period. Prior to the Maturity Date or an Event of Default, ~~under~~the interest rate shall be the ~~Credit~~lesser of (a) the Maximum Rate (as defined in the Loan Agreement), and (b) the ~~“Notice”~~3 month term SOFR (as defined in the Loan Agreement) asplus athe ~~result~~8.75%. ofAccrued ~~its~~and ~~failure~~unpaid tointerest ~~satisfy~~on the ~~EBITDA~~outstanding ~~Covenant~~principal (balance of Credit Facility shall be due and payable monthly commencing on April 14, 2026 and continuing on the ~~“Specified~~tenth ~~Defaults”~~(10th) Business Day of each month thereafter and on the Maturity Date.

~~The~~So ~~Notice~~long ~~constitutes~~as ano ~~notice~~Event of ~~default~~Default ~~under~~(as ~~Section~~defined ~~10.5~~in of the ~~Credit~~Loan Agreement.) ~~The~~has ~~Notice~~occurred ~~advises,~~ and ~~the~~is ~~Credit Agreement provides~~continuing, ~~that~~ upon ~~the~~notice ~~occurrence~~to ~~of an event of default~~Lender, ~~the~~Debtor ~~Lender~~ may, ~~exercise~~request increases ain ~~variety of remedies afforded to~~ the ~~Lender under the~~ Credit ~~Agreement~~ orFacility ~~by applicable law or equity~~(each, ~~including~~a ~~without~~“Commitment ~~limitation,~~Increase”) ~~acceleration~~by ofan ~~the~~amount ~~due~~not ~~date~~exceeding ofFive ~~the~~Million ~~unpaid~~Dollars ~~principal balance~~($5,000,000.00) ofin the ~~Credit~~aggregate; ~~Agreement~~provided ~~and~~that ~~all~~(i) ~~accrued~~Debtor ~~but~~may ~~unpaid~~make ~~interest~~a ~~thereon.~~maximum ~~Further,~~of ~~according~~two to(2) ~~the~~such ~~Credit~~requests ~~Agreement,~~and ~~the~~(ii) Lender may, ~~during an~~grant ~~event~~or ofdeny ~~default~~all ~~and~~or inany ~~accordance~~portion of ~~with~~such ~~applicable~~Commitment ~~law,~~Increase ~~foreclose~~in ~~on the Company’s assets and~~ its ~~security~~sole ~~interest in the Company’s personal property and exercise any other remedies provided therein~~discretion.

AtThe ~~this~~Credit ~~time,~~Agreement requires the ~~Lender~~Company ~~has~~to ~~not:~~comply ~~(i)~~with ~~accelerated~~maximum ortangible ~~demanded~~net ~~any~~worth ~~payment;~~and ~~(ii)~~minimum ~~applied~~fixed ~~interest~~charge ~~under~~coverage ratios. In addition, the Credit Agreement atcontains ~~the~~other ~~default rate;~~standard affirmative and negative covenants such as those which (~~iii~~subject to certain thresholds) ~~foreclosed~~limit the onability ~~all~~of orthe Company and its subsidiary and affiliates to, among other things, incur debt, incur liens, engage in any ~~part~~Change of Control ~~any~~(as ~~lien~~defined orin ~~security~~the ~~interest~~Loan ~~created~~Agreement), byenter ~~any~~into new lines of business not related to the ~~loan~~Company’s ~~documents;~~current ~~and~~lines ~~(iv)~~of ~~exercised~~business, make certain investments, issue equity securities, engage in transactions with affiliates, or prepay any debt without the approval of the Lender. Events of default under the Loan Agreement include, among other ~~right~~things, orpayment ~~remedy~~defaults, ~~that~~breaches ~~may~~of berepresentations, ~~available~~warranties or tocovenants, ~~it.~~defaults ~~The~~under ~~Company~~material ~~has~~indebtedness, nocertain ~~assurance~~events ~~that~~of ~~the~~bankruptcy ~~Lender~~or ~~will~~insolvency, ~~not~~judgment ~~seek~~defaults, certain defaults or events relating to ~~enforce~~employee ~~its~~benefit ~~rights~~plans or a change in control of the ~~future~~Company. The ~~Company~~events isof ~~currently~~default ~~continuing~~would topermit ~~work with~~ the ~~Lender~~lender to ~~address~~terminate commitments ~~the~~and ~~Specified~~accelerate ~~Defaults,~~the ~~however,~~maturity ~~there~~of ~~can~~borrowings beunder nothe ~~assurance that~~Loan ~~any~~Agreement ~~arrangements~~if ~~will~~not ~~ever~~cured ~~materialize~~within ~~between~~applicable ~~the~~grace ~~parties~~periods.

AIf ~~description~~the Loan Agreement is terminated by Debtor anytime prior to the first (1st), second (2nd) or third (3rd) anniversary of the ~~Forbearance~~Effective Date (including without limitation as a result of acceleration of the outstanding balance of the Loan Agreement as a result of the occurrence of an Event of Default), Debtor will pay to Lender, as a prepayment premium (the ~~Credit~~“Prepayment ~~Agreement~~Premium”) and not as a penalty, an amount equal to one and ~~related~~one-half ~~agreements~~percent ~~are~~(1.50%), ~~contained~~one inpercent (1%) and one-half percent (0.5%) of the ~~Company’s~~Maximum Amount, ~~reports~~respectively, ~~filed~~provided that the Prepayment Premium will be waived if the Loan Agreement is terminated on or after ~~with~~the second (2nd) anniversary of the ~~Securities~~Effective Date and ~~Exchange~~the ~~Commission,~~Loan ~~which~~Agreement ~~are~~is ~~incorporated~~contemporaneously ~~herein~~refinanced by ~~reference~~a Federal Deposit Insurance Corporation insured financial institution.

Item 9.01 Financial Statements and Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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As of the date hereof, the Company has an obligation of approximately $7.5 million which has been drawn on the Loan Agreement. The full principal amount due under the Loan Agreement is due upon a default under the terms of the Loan Agreement. The Loan Agreement ranks senior to all current and future indebtedness of the Company and is secured by substantially all of the assets of the Company, excluding intellectual property. John Stauss, the Company’s chief executive officer, is a limited guarantor of all of the obligations under the Loan Agreement. In addition, the four largest shareholders of the Company (collectively, the “Pledgees”) and the Lender entered into a Limited Recourse Collateral Pledge Agreement pursuant to which the Loan Agreement is secured by the Pledgees’ shares of common stock of the Company and certain affiliated entities.

If, at any time prior to the Maturity Date, Debtor or any affiliate (each a “ROFR Party”) shall receive a bona fide loan offer from any third person which such ROFR Party intends to accept for Debt secured by the Debtor’s intellectual property, such ROFR Party shall provide Lender a written notice (the “Loan Notice”) of the terms of the offer from such third Person (along with a copy of each writing evidencing such offer). Lender shall have the right, subject to certain conditions, to make the loan on the terms specified in the Loan Notice.

The Credit Facility provides increased financial flexibility for the Debtor to pursue its long-term growth strategies, both domestically and internationally.

The foregoing description of the Loan Agreement is only a summary and is qualified in its entirety by reference to the full and complete terms of the Loan Agreement. A full copy of the Loan Agreement and applicable promissory note will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

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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
Date: March 23, 2026	By:	/s/ Jeff Parsons
		Jeff Parsons
		Chief Financial Officer

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