This page provides access to ZRCN Inc.’s SEC filings, offering insight into the company’s regulatory disclosures as the parent of Zircon Corporation. ZRCN Inc. is a global manufacturer and seller of electronic and digitally enabled hand tools, and its filings with the U.S. Securities and Exchange Commission describe aspects of its capital structure, credit arrangements, and reporting status.
Among the filings, a Form 12b-25 (Notification of Late Filing) explains why ZRCN Inc. could not file certain periodic reports, including its Form 10-K and Form 10-Qs, within prescribed deadlines. The company attributes these delays to the resignation of its prior PCAOB accounting firm and the engagement of a new independent registered public accounting firm, which affected the timing of compiling and reviewing its financial statements. The filing also notes delinquency in specific quarterly reports and states that the company intended to file them as soon as reasonably possible.
A Form 8-K details a notice of default under a revolving credit agreement involving ZRCN Inc., Zircon Corporation, and affiliated entities. The filing describes a forbearance agreement, an EBITDA covenant, and a subsequent notice of default after the covenant was not met. It outlines the lender’s rights under the credit agreement, including potential acceleration of the loan and foreclosure on collateral, while noting that these remedies had not been exercised as of the filing date.
Through this filings page, users can review ZRCN Inc.’s annual and quarterly reports when available, current reports on material events, and notifications related to filing status. AI-powered tools on the platform can help summarize lengthy documents such as 10-Ks and 10-Qs, highlight key items like covenant disclosures or auditor changes, and make it easier to understand how credit agreements, reporting delays, and other regulatory matters relate to the company’s operations.
ZRCN Inc. reported net sales of $5.733 million for the three months ended June 30, 2026, down 5% from $6.062 million a year earlier. Gross profit rose 45% to $1.999 million from $1.378 million, as lower tariff expense contributed to the increase. Net loss was $1.455 million, compared with $1.934 million, and operating cash use was $1.231 million versus $42,000.
At June 30, cash was $79,000, working capital was $3.7 million, and additional borrowing capacity was $4.3 million. Management said existing cash and borrowing capacity would be insufficient to meet anticipated needs over the next 12 months, raising substantial doubt about continuing as a going concern without additional management actions. The lender waived the financial-statement-delivery default on a one-time basis; financial covenants will be enforced beginning in September 2026 after a waiver through August 31, 2026.
Disclosure controls were ineffective at June 30 due to significant deficiencies involving segregation of duties and written procedures. ZRCN hired a Corporate Controller and began documenting policies and procedures. After quarter-end, it received tariff refunds of approximately $0.7 million in July and $1.0 million in September.
ZRCN Inc. reported fiscal 2026 net sales of $26.889 million, versus $28.075 million in fiscal 2025. Gross profit was $7.888 million versus $11.139 million, gross margin was 29.3% versus 39.7%, and net loss was $7.049 million versus $2.890 million. Tariff expense rose to $2.9 million from $1.1 million; the top three customers generated approximately 68% of net revenue.
At March 31, 2026, cash was $784,000, $8.0 million was outstanding on the $12.5 million senior secured revolving facility, and additional borrowing capacity was $4.5 million. ZRCN said its cash and borrowing capacity would not cover anticipated needs for the next 12 months without further management actions, raising substantial doubt about its ability to continue as a going concern. The company received $1.7 million in tariff refunds during the first six months of fiscal 2027. Its shares were delisted during fiscal 2026, when no trades occurred. Management initiated remediation of significant deficiencies in financial reporting controls.
ZRCN Inc. is notifying that it will not timely file its Form 10‑Q for the quarter ended June 30, 2026. The company cites time constraints in compiling, disseminating, and reviewing the required information, making a timely filing impracticable without undue hardship and expense.
ZRCN indicates it will not meet the standard five‑day extension under Rule 12b‑25 and plans to file the Form 10‑Q as soon as possible. The company explains it has been delayed since its former auditor, Assurance Dimensions Inc., resigned on May 2, 2025, and a new independent registered PCAOB accounting firm, Kreston, GTA PC., was engaged on May 12, 2025. As of August 24, 2026, ZRCN has filed three delinquent Forms 10‑Q for prior 2025 quarters and is still working to complete its Form 10‑K for the year ended March 31, 2026 and the June 30, 2026 Form 10‑Q, which it states will be filed by September 30, 2026.
ZRCN Inc. reports a sharp deterioration in results for the nine months ended December 31, 2025, and discloses “substantial doubt” about its ability to continue as a going concern. Revenue was $22.6 million, roughly flat year over year, but gross margin fell to 31% from 42% as tariff-driven duty costs on China-sourced products rose by about $2.0 million.
The company posted a net loss of $3.9 million versus a small prior-year loss, and equity dropped to $2.0 million from $5.5 million as of March 31, 2025. Cash declined to $0.7 million with slightly negative working capital, while three customers accounted for 69% of revenue and 74% of accounts receivable.
ZRCN was out of compliance with covenants under its prior FGI revolving credit facility and operated under multiple forbearance agreements. In March 2026 it refinanced into a $12.5 million senior secured revolving credit facility maturing in 2029, with financial covenants currently waived through August 31, 2026, but management still does not believe existing cash and credit are sufficient for the next 12 months.
ZRCN Inc. submitted a Form 12b-25 notifying the SEC that it could not timely file its Form 10-K for the period ended March 31, 2026 due to timing constraints in preparing and reviewing required financial information. The company describes prior auditor resignation and replacement and lists planned filing dates.
The Audit Committee received notice that Assurance Dimensions Inc. resigned effective May 2, 2025. The company engaged Kreston, GTA P.C. on May 12, 2025. ZRCN reported a prior delayed 10-K filing for the year ended March 31, 2025 on September 10, 2025. As of June 30, 2026 the company had filed Forms 10-Q for the three months ended June 30, 2025 and September 30, 2025, plans to file the Quarter ended December 31, 2025 by July 2, 2026, and plans to file the Form 10-K for the twelve months ended March 31, 2026 by August 14, 2026.
On June 24, 2026, ZRCN Inc. filed a Certificate of Amendment to its Certificate of Incorporation in Delaware to reduce the number of authorized common shares from 200,000,000 to 25,000,000. The amendment became effective upon filing with the Delaware Secretary of State on that date and is attached as Exhibit 3.1.
ZRCN Inc. reported revenue of $15.5 million for the six months ended September 30, 2025, up slightly from $15.2 million a year earlier, but gross margin fell to 27% from 42% as tariff-related costs sharply increased.
The company posted a six‑month net loss of $2.5 million versus $0.1 million previously, and equity declined to $3.2 million from $5.5 million. Cash was only $40,000 with working capital of $1.23 million and $8.9 million outstanding on its revolving credit facility, leading management to state that substantial doubt exists about its ability to continue as a going concern.
During and after the period, ZRCN entered multiple forbearance agreements over covenant breaches and later refinanced its prior $15.0 million facility with a new $12.5 million senior secured revolver maturing in 2029, with financial covenants currently waived through August 31, 2026. The company also expects a federal tax refund of about $215,000 from new U.S. legislation on research expenses.
ZRCN Inc. reported higher quarterly revenue but sharply weaker profitability for the three months ended June 30, 2025. Net sales rose to $6.1 million from $5.8 million, driven mainly by increased orders from a major customer.
Gross margin fell to 22.7% from 40.5% as U.S. tariffs under IEEPA increased duty expense to about $1.4 million versus $0.3 million a year earlier. ZRCN posted a net loss of $1.9 million compared with a $0.6 million loss, and cash declined to $0.7 million with working capital of $1.8 million.
The company discloses substantial doubt about its ability to continue as a going concern, citing recurring losses, tariff-driven cost pressure, and covenant noncompliance under its prior FGI credit facility. Subsequent to quarter-end, it replaced that facility with a $12.5 million secured revolver from Altriarch and obtained covenant waivers through August 31, 2026. Management also reports material weaknesses in internal control over financial reporting and has begun remediation, including hiring a Corporate Controller and formalizing key policies.
ZRCN Inc. filed a Form 12b-25 to announce it will not file its Form 10-Q for the quarter ended September 30, 2025 on time. The company cites the time required to compile, disseminate and review information as making a timely filing impracticable without undue hardship and expense.
The notification explains that ZRCN previously became delinquent on its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the three months ended June 30, 2025. The delays followed the resignation of prior auditor Assurance Dimensions Inc. on May 2, 2025 and the subsequent engagement of Kreston, GTA PC. as the new independent registered public accounting firm on May 12, 2025. ZRCN states it is still working to file the June 30, 2025 Form 10-Q and will file the September 30, 2025 Form 10-Q as soon as reasonably possible.