Material Agreement Form 8 K

Item 1.01 - Entry into Material Definitive Agreement

On October 15, 2024 (the "Effective Date"), Zircon Corporation ("Zircon") a wholly owned subsidiary of ZRCN Inc. (the "Company") entered into a Settlement Agreement (the "Settlement Agreement") with Stanley Black & Decker, Inc. ("Stanley"), pursuant to which, among other things, the parties entered into a in full settlement of all pending claims brought by Zircon against Stanley and each party agreed to release and discharge all claims against the other, including any claims that were or could have been asserted in the Litigations. Zircon previously filed an action against Stanley in the United States District Court for the Northern District of California (the "District Court") for infringement of one or more claims of the Patents-in-Suit in Civil Action No. 19-cv-08044 (the "District Court Litigation") and an action in the United States International Trade Commission, Investigation No. 337-TA-1221 (the ITC Litigation" and collectively, the "Litigations").

The Settlement Agreement provides that Zircon shall grant Stanley and its affiliates a worldwide, non-exclusive, fully paid-up, irrevocable license under the Licensed Patents (as defined in the Settlement Agreement) for the term thereof to make, use, sell, offer for sale, have made and/or import the Licensed Activities and Products (as defined in the Settlement Agreement) in consideration for a one-time payment of $800,000, which shall be paid within 60 days of the Effective Date (the "Settlement Payment") and substantial compliance with the Settlement Agreement by Stanley. The parties agreed that within five (5) days of the receipt by Zircon of the Settlement Payment, the Parties shall jointly file a stipulation of dismissal requesting that the District Court dismiss with prejudice all claims between the parties in the District Court Litigation, with each of Zircon and Stanley to bear its own costs

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which, subject to any applicable confidential treatment, will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2024. Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.