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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 17, 2025
ZRCN
Inc.
(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 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) |
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 |
