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ZRCN delays June 2026 10-Q, targets Sept. 30

ZRCN Inc. is notifying that it will not timely file its Form 10‑Q for the quarter ended June 30, 2026.

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

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Quarter covered by late Form 10-Q Quarter ended June 30, 2026 Subject of the Form 12b-25 notification
Auditor resignation date May 2, 2025 Assurance Dimensions Inc. resigned as PCAOB accountant
New auditor engagement date May 12, 2025 Kreston, GTA PC. engaged as independent registered PCAOB accounting firm
Late Form 10-K filed on September 10, 2025 Form 10-K for year ended March 31, 2025 filed late
Target date for remaining delinquent filings September 30, 2026 Planned filing date for Form 10-K (March 31, 2026) and Form 10-Q (June 30, 2026)
Rule 12b-25 regulatory
"seeks relief pursuant to Rule 12b-25 (b)"
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 accountant regulatory
"resign as the Company’s PCAOB accountant effective May 2, 2025"
independent registered PCAOB accounting firm regulatory
"engaged Kreston, GTA PC., (Kreston) as the Company’s independent registered PCAOB accounting firm"
Audit Committee regulatory
"the Audit Committee of the Board of Directors of ZRCN Inc."
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.

FAQ

Why is ZRCN (ZRCN) filing a Form 12b-25 for its June 30, 2026 Form 10-Q?
ZRCN states that compiling, disseminating, and reviewing the information required for the June 30, 2026 Form 10‑Q has imposed time constraints, making timely filing impracticable without undue hardship and expense. The company therefore filed a Form 12b‑25 to notify of the delay.

Will ZRCN (ZRCN) meet the standard 5-day extension under Rule 12b-25?
No. ZRCN states it will not meet the five‑day reporting deadline normally available under Rule 12b‑25 and will instead file its Form 10‑Q for the quarter ended June 30, 2026 as soon as possible.

What auditor changes affected ZRCN (ZRCN) and when did they occur?
On May 2, 2025, Assurance Dimensions Inc. resigned as ZRCN’s PCAOB accountant in connection with its exit from public company audits. On May 12, 2025, ZRCN’s Audit Committee engaged Kreston, GTA PC. as the independent registered PCAOB accounting firm, subject to completion of client acceptance procedures.

Which SEC reports is ZRCN (ZRCN) still working to file?
ZRCN is still working to file its annual financial statements on Form 10‑K for the fiscal year ended March 31, 2026 and its Form 10‑Q for the three months ended June 30, 2026. The company states these delinquent financial statements will be filed by September 30, 2026.

What prior delinquent filings has ZRCN (ZRCN) completed as of August 24, 2026?
As of August 24, 2026, ZRCN has filed its financial statements on Forms 10‑Q for the three months ended June 30, 2025, September 30, 2025, and December 31, 2025, following earlier delays tied to the auditor transition.

What caused ZRCN’s (ZRCN) earlier filing delinquencies for 2025?
ZRCN explains that the resignation of Assurance Dimensions Inc. as its PCAOB accountant on May 2, 2025 and subsequent engagement of Kreston, GTA PC. on May 12, 2025 led to a late Form 10‑K filing for the year ended March 31, 2025 on September 10, 2025 and delays in subsequent Forms 10‑Q.

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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: June 30, 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 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 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

 

(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 subsequent Forms 10-Q. As of August 24, 2026, the Company has filed its financial statements on Forms 10-Q for the three months ended June 30, 2025, September 30, 2025 and December 31, 2025 and is still working to file its annual financial statements on Form 10-K for the fiscal year ended March 31, 2026 and its financial statements on Form 10-Q for the three months ended June 30, 2026. The Company will file these delinquent financial statements by September 30, 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: August 24, 2026   /s/ Jeff Parsons
  By: Jeff Parsons
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR