v3.26.3
Equity
 12 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Equity

11. Equity

 

On February 28, 2024, the Company adopted a 2024 Equity Incentive Plan (the “Equity Plan”). The Plan provides for granting of stock options (“Options”), restricted stock units (“RSUs”), and other equity-based awards tied to the value of shares of common stock to key personnel, including directors, officers, employees, consultants, and advisors of the Company and its subsidiaries. The Plan provides for the grant of options (which may include “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards. As of March 31, 2026, 40,000,000 shares are authorized for issuance and 36,823,500 shares remain available for issuance under the Equity Plan. The number of shares of Common Stock available for grant and issuance under this Plan will be automatically increased on the first day of each calendar year beginning with the first January 1 following the effective date and ending with the last January 1 during the initial ten-year term of the Equity Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of Common Stock as determined by the Board.

 

The following table summarizes the Company’s employee and non-employee Option activity under the Equity Plan for the following periods:

 

   Number of shares   Weighted average exercise price   Weighted average remaining term (years)   Aggregate intrinsic value (in thousands) 
Outstanding as of March 31, 2024  —   —   —   — 
Options granted   3,236,500    0.86    —    — 
Forfeited   20,000    0.75    —    — 
Outstanding as of March 31, 2025   3,216,500    0.79    3.44    — 
Options granted   —    —    —    — 
Forfeited   40,000    0.75    —    — 
Outstanding as of March 31, 2026   3,176,500    0.79    2.42    — 
Exercisable as of March 31, 2026   1,573,600    0.73    2.68    — 

 

During the year ended March 31, 2025, the Company issued 3,236,500 common stock options, with an aggregate grant date fair value of $0.9 million, as determined utilizing the Black-Scholes model, to employees and a non-employee member of the Board of Directors. The 48,000 stock options awarded to the member of the Board of Directors for continual service vested on August 14, 2025. The remaining 3,188,500 stock options awarded to employees generally vest annually over five years from their respective grant dates. During the years ended March 31, 2026 and 2025, 40,000 and 20,000 stock options, respectively, were forfeited and became available for future grant under the Equity Plan. As of March 31, 2026, 3,176,500 stock options were outstanding, of which 1,573,600 were exercisable. No stock options had been exercised as of March 31, 2026.

 

During the year ended March 31, 2026 and March 31, 2025, the Company recognized $0.2 million and $0.1 million, respectively, in stock-based compensation recorded within the applicable operating expense category based upon the underlying individual’s role at the Company, in the accompanying statements of operations and comprehensive income (loss). As of March 31, 2026, there was $0.6 million of unrecognized stock-based compensation expense related to unvested stock options over a weighted average term of 2.4 years.

 

The assumptions used to calculate the fair value of the options are summarized as follows:

 

   March 31, 2026 
Volatility   36% - 75%
Risk-free rate   3.5% - 4.6%
Expected life (in years)   3 - 5 
Stock price  $0.75 - 0.88 
Exercise price  $0.75 - 0.88 

 

 

ZRCN Inc.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

 

During the year ended March 31, 2026, the Company issued common shares to a consultant and former employee, with each issuance valued at less than $0.1 million at the following dates:

 

  ● On April 15, 2025, the Company issued 24,999 common shares with a value of approximately $4,000;
  ● On May 1, 2025, the Company issued an additional 2,000 common shares with a value of approximately $300;
  ● On July 7, 2025, August 5, 2025 and September 3, 2025, the Company issued an additional 500 common shares, respectively, for a total of 1,500 common shares with a value of approximately $250;
  ● On July 15, 2025, the Company issued an additional 24,999 common shares with a value of approximately $4,000;
  ● On October 3, 2025 and November 3, 2025, the Company issued an additional 500 common shares, respectively, for a total of 1,000 common shares with a value of approximately $200;

 

As these common shares were fully vested upon the date of grant, the grant date fair value was expensed in the respective period of the grant date.