Where in the 8-K does ZRCN describe the share authorization change?

The change is described under Item 5.03, addressing amendments to the Certificate of Incorporation. ZRCN explains the reduction in authorized common stock and references the full Certificate of Amendment filed as Exhibit 3.1.

ZRCN Inc. (ZRCN) slashes authorized shares to 25M from 200M

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Prior authorized common stock: 200,000,000 shares New authorized common stock: 25,000,000 shares Amendment effective date: June 24, 2026

3 metrics

Prior authorized common stock 200,000,000 shares Authorized common shares before June 24, 2026 amendment

New authorized common stock 25,000,000 shares Authorized common shares after June 24, 2026 amendment

Amendment effective date June 24, 2026 Certificate of Amendment filed and effective

Key Terms

Certificate of Amendment, Certificate of Incorporation, authorized shares, Emerging growth company

4 terms

Certificate of Amendment regulatory

"filed a Certificate of Amendment to its Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Certificate of Incorporation regulatory

"amended the Company’s Certificate of Incorporation to reduce the number of authorized shares"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

authorized shares financial

"to reduce the number of authorized shares of the Company’s common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Certificate of Incorporation"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 03:05 PM Accepted by SEC EDGAR 06/26/2026 - 03:04 PM

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): June 24, 2026

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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2026, ZRCN Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware.

The Certificate of Amendment amended the Company’s Certificate of Incorporation to reduce the number of authorized shares of the Company’s common stock from 200,000,000 shares to 25,000,000 shares. The amendment became effective upon filing with the Delaware Secretary of State on June 24, 2026.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

3.1	Amendment to Certificate of Incorporation reducing the authorized common stock from 200,000,000 common shares to 25,000,000 common shares.

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

-2-

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: June 26, 2026	By:	/s/ Jeff Parsons
		Jeff Parsons
		Chief Financial Officer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What change did ZRCN (ZRCN) make to its capital structure?

ZRCN Inc. amended its charter to reduce authorized common stock from 200,000,000 to 25,000,000 shares. This change limits how many new common shares the company may issue in the future under its current Certificate of Incorporation.

When did ZRCN Inc.’s amendment to authorized shares become effective?

The amendment became effective on June 24, 2026, upon filing with the Delaware Secretary of State. That same date ZRCN Inc. submitted the Certificate of Amendment changing its authorized common stock level in its Certificate of Incorporation.

What document did ZRCN file to change its authorized common stock?

ZRCN Inc. filed a Certificate of Amendment to its Certificate of Incorporation. This formal Delaware filing legally reduced the number of authorized common shares and is included as Exhibit 3.1 to the current report.

How many authorized common shares does ZRCN Inc. have after the amendment?

After the amendment, ZRCN Inc. is authorized to issue 25,000,000 shares of common stock. This replaces the prior authorization level of 200,000,000 common shares stated in its original Certificate of Incorporation.

Filing Exhibits & Attachments

6 documents