v3.26.3
Equity
 3 Months Ended
Jun. 30, 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. On June 22, 2026, the Company’s Board of Directors approved an amendment to the Company’s 2024 Omnibus Equity Incentive Plan, reducing the number of shares of common stock reserved for issuance under the Equity Plan from 40,000,000 shares to 5,000,000 shares. This amendment does not have an impact on the Company’s financial statements for the three months ended June 30, 2026. As of June 30, 2026, 1,838,500 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 Board has determined that there will be no adjustment.

 

On June 24, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware, which became effective upon filing. The amendment reduced the number of authorized shares of the Company’s common stock from 200,000,000 shares to 25,000,000 shares.

 

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, 2026   3,176,500   $0.79    2.42   $— 
Options granted   —    —    —    — 
Options forfeited   (15,000)   0.75    —    — 
Outstanding as of June 30, 2026   3,161,500   $0.79    2.20   $— 
Exercisable as of June 30, 2026   1,607,350   $0.72    2.44   $— 

 

No stock options were granted, vested, nor exercised during the three months ended June 30, 2026.

 

For the three months ended June 30, 2026 and 2025, the Company recognized $0.1 million and $0.1 million in stock-based compensation, respectively, included in operating expenses in the accompanying statements of operations and comprehensive loss. As of June 30, 2026, there was $0.5 million of unrecognized share-based compensation expense related to unvested stock options over a weighted average term of 2.4 years.

 

No additional common shares, warrants, or options were issued to consultants or service providers during the three months ended June 30, 2026.

 

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

 

    June 30, 2026 
Volatility   36% - 75%
Risk-free rate   3.5% - 4.6%
Expected life (in years)   3 - 5 
Stock price  $0.75 - 0.83 
Exercise price  $0.75 - 0.83 

 

 

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025