ZRCN files NT 10-Q after auditor change and repeated late reports

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Multiple filing delinquencies: ZRCN reports that its Form 10-K for the year ended March 31, 2025 and its Forms 10-Q for the quarters ended June 30 and September 30, 2025 are or were filed late.
• Auditor resignation and transition: Prior auditor Assurance Dimensions Inc. resigned as PCAOB accountant on May 2, 2025, and the company is still working through the transition to new auditor Kreston, GTA PC., contributing to delayed reporting.

Insights

SEC reporting and equity analyst

Repeated late filings and an auditor change increase reporting risk for ZRCN.

ZRCN Inc. has notified regulators that its Form 10-Q for the quarter ended September 30, 2025 will be filed late and that it also remains delinquent on its Form 10-Q for the three months ended June 30, 2025. These delays follow an already late Form 10-K for the year ended March 31, 2025. Multiple overdue reports signal strain in the company’s financial reporting and closing processes.

The filing ties the disruptions to the resignation of prior auditor Assurance Dimensions Inc. on May 2, 2025 and the engagement of new auditor Kreston, GTA PC. on May 12, 2025. Changing auditors can require additional procedures, documentation, and rework, which may slow preparation and review of financial statements.

The company indicates it will file the June 30, 2025 and September 30, 2025 Forms 10-Q as soon as reasonably possible. Until those reports are filed, investors lack up-to-date, reviewed quarterly financial information, and the pattern of late filings may be viewed as a governance and controls concern.

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: September 30, 2025

☐ 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 compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant fiscal year has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such annual report no later than 5 days after its original due date; however, the registrant will not meet the 5 day reporting deadline and will file its financial statements on Form 10-Q as soon as reasonably possible.

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 June 30, 2025.

(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 November 21, 2025, the Company is still working to file its financial statements on Form 10-Q for the three months ended June 30, 2025. The Company will file its financial statements for the three months ended September 30, 2025 as soon as reasonably possible after filing its financial statements on Form 10-Q for the three months ended on June 30, 2025.

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: November 21, 2025		/s/ Jeff Parsons
	By:	Jeff Parsons
	Title:	Chief Financial Officer

FAQ

What did ZRCN Inc. disclose in its Form 12b-25 NT 10-Q?

ZRCN Inc. disclosed that it will not file its Form 10-Q for the quarter ended September 30, 2025 on time and that preparing and reviewing the required information would have required unreasonable effort or expense within the original deadline.

Why is ZRCN Inc. delaying its September 30, 2025 Form 10-Q filing?

The company states that the compilation, dissemination and review of information required for the September 30, 2025 Form 10-Q imposed time constraints that made timely filing impracticable without undue hardship and expense.

Is ZRCN Inc. late on any other SEC reports?

Yes. ZRCN notes it was delinquent in filing its Form 10-K for the year ended March 31, 2025 and remains delinquent in filing its Form 10-Q for the three months ended June 30, 2025.

What auditor changes did ZRCN Inc. report?

ZRCN reports that Assurance Dimensions Inc. resigned as its PCAOB accountant effective May 2, 2025 in connection with exiting public company audit work, and that the company engaged Kreston, GTA PC. on May 12, 2025 as its new independent registered public accounting firm.

When does ZRCN Inc. expect to file its delayed Form 10-Q reports?

The company states it is still working to file its Form 10-Q for the three months ended June 30, 2025 and will file the Form 10-Q for the three months ended September 30, 2025 as soon as reasonably possible after that.

Does ZRCN Inc. indicate a significant change in results of operations?

ZRCN indicates that it anticipates a significant change in results of operations compared to the corresponding prior-year period, with further details to be provided in the upcoming Form 10-Q once filed.