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ZRCN (ZRCN) notifies SEC of late 10-K after auditor change; planned August filing

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
NT 10-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Period ended March 31, 2026 Form 12b-25 subject period
Auditor resignation effective May 2, 2025 Assurance Dimensions Inc. resignation date
New auditor engaged May 12, 2025 Engaged Kreston, GTA P.C.
Prior 10-K filing date September 10, 2025 Form 10-K for year ended March 31, 2025 filed
Filed 10-Q quarters June 30, 2025 and September 30, 2025 Forms 10-Q filed as of June 30, 2026
Planned 10-Q filing date July 2, 2026 Planned filing for quarter ended December 31, 2025
Planned 10-K filing date August 14, 2026 Planned filing for twelve months ended March 31, 2026
Contact phone (408) 963-4589 Jeff Parsons, CFO
Rule 12b-25 regulatory
"could not be filed without unreasonable effort or expense"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
PCAOB regulatory
"resign as the Company’s PCAOB accountant"
The PCAOB (Public Company Accounting Oversight Board) is an independent regulator that inspects and enforces rules for the auditors who check public companies’ financial statements. Think of it as a referee for accountants: it sets standards, reviews audit work, and can punish sloppy or dishonest audits. That matters to investors because trustworthy, well-audited financial reports reduce the risk of surprises and help people make better decisions about buying, holding, or selling stocks.
Audit Committee corporate
"the Audit Committee of the Board of Directors received formal notice"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Form 10-K regulatory
"preparation, collection, and review of the information required for inclusion in the Form 10-K"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

Commission File Number: 000-56380

 

NOTIFICATION OF LATE FILING

 

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR  

 

For Period Ended: March 31, 2026

 

☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K  

 

For the Transition Period Ended: _______________________________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________

 

PART I

REGISTRANT INFORMATION

 

Full name of registrant ZRCN Inc.
Former name if applicable  
Address of principal executive office 1580 Dell Avenue
City, state and zip code Campbell, CA 95008

 

 

 

 

 

 

PART II

RULE 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

 

☒  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III

NARRATIVE

 

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

The preparation, collection, and review of the information required for inclusion in the Form 10-K for the applicable fiscal year have resulted in timing constraints that make the timely filing of the Form 10-K impracticable without unreasonable hardship and expense to the registrant. While the registrant had intended to file the annual report within five calendar days of the original due date, it will be unable to meet that extension period. The registrant expects to file the required financial information as soon as reasonably practicable and will include the financial statements in its forthcoming Form 10-K.

 

PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Jeff Parsons   (408)   963-4589
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☐ Yes ☒ No

 

The Company is delinquent in filing its financial statements on Form 10-Q for the three months ended December 31, 2026.

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☐ Yes ☒ No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

On May 2, 2025, the Audit Committee of the Board of Directors of ZRCN Inc. (the “Company”) received formal notice from Assurance Dimensions Inc. (“AD”) that, in conjunction with its exit from providing audit services to publicly traded companies, AD had made the decision to resign as the Company’s PCAOB accountant effective May 2, 2025.

 

On May 12, 2025, the Company’s Audit Committee and Management engaged Kreston, GTA PC., (Kreston) as the Company’s independent registered PCAOB accounting firm for the financial reporting period ending March 31, 2025, subject to completion of Kreston’s standard client acceptance procedures.

 

As a result of these two events ZRCN Inc. was delinquent in filing its financial statements on Form 10-K for the year ending March 31, 2025, resulting in a filing date of September 10, 2025 and a delinquency in filing its financial statements on Form 10-Q. As of June 30, 2026, the Company has filed its financial statements on Form 10-Q for the three months ended June 30, 2025 and September 30, 2025. The Company is planning to file its financial statements for the three months ended December 31, 2025 by July 2, 2026 and is planning on filing its annual financial statements on Form 10-K for the twelve months ended March 31, 2026 by August 14, 2026.

 

 

 

 

ZRCN Inc.

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: June 30, 2026   /s/ Jeff Parsons
  By: Jeff Parsons
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did ZRCN (ZRCN) file a Form 12b-25?

ZRCN filed a Form 12b-25 because timing constraints in preparing, collecting, and reviewing the financial information made timely filing impracticable. The notice cites auditor transition activity and the resulting work needed to complete the required financial statements.

What auditor changes does the filing disclose for ZRCN?

The Audit Committee received notice that Assurance Dimensions Inc. resigned effective May 2, 2025, and the company engaged Kreston, GTA P.C. on May 12, 2025 subject to acceptance procedures, per the filing's statements.

Which prior filings remain delinquent according to the notice?

The filing states the company is delinquent in filing Form 10-Q for the three months ended December 31, 2026 and previously was delinquent for the Form 10-K year ended March 31, 2025, which was filed on September 10, 2025.

What near-term filing dates does ZRCN disclose in the Form 12b-25?

ZRCN plans to file the Form 10-Q for the quarter ended December 31, 2025 by July 2, 2026 and to file the Form 10-K for the twelve months ended March 31, 2026 by August 14, 2026, as stated in the notice.

Who is the contact for the late-filing notice at ZRCN?

The notice lists Jeff Parsons, Chief Financial Officer, as the contact with telephone number (408) 963-4589 for inquiries regarding the Form 12b-25 submission.