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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 1, 2025
ZSPACE, INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-42431 |
|
35-2284050 |
(State or other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
55 Nicholson Lane
San Jose, California |
|
95134 |
| (Address of Principal Executive Offices) |
|
(zip code) |
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
ZSPC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
On
October 1, 2025, zSpace, Inc. (the “Company”) received a written notice (the “Notice”) from the
Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the
Company is not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5450(b)(2)(C), which requires
listed companies to maintain a minimum market value of publicly held shares (“MVPHS”) of at least $15,000,000. Based on the
Staff’s review of the Company’s MVPHS, the Company’s MVPHS was below $15 million for the previous 30 consecutive business
days.
The Notice has no immediate
effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(D),
the Company has a period of 180 calendar days, or until March 30, 2026, to regain compliance. To regain compliance, the Company’s
MVPHS must close at $15 million or more for a minimum of 10 consecutive business days during this compliance period, unless the Staff
exercises its discretion to require a longer period.
If the Company does not regain
compliance within the prescribed period, the Staff will provide written notification that the Company’s securities are subject to
delisting. The Company may then appeal the Staff’s determination to a Hearings Panel pursuant to Nasdaq Listing Rule 5815(a),
but there can be no assurance that Nasdaq would grant the Company’s request for approval of its compliance plan.
The
Company intends to actively monitor its MVPHS and is evaluating its options to regain compliance with the Nasdaq Listing Rules, including
applying to transfer the Company’s securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, there can be
no assurance that the Company will be able to regain compliance with the Nasdaq Listing Rules or will otherwise be in compliance
with other Nasdaq listing criteria.
The
Company, by filing this Current Report on Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq
Listing Rule 5810(b).
Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws.
Forward-looking statements can be identified by words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” “would” and
similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding
the Company’s intent to monitor its MVPHS and consider available options to regain compliance with the Nasdaq Listing Rules, including
by transferring the Company’s securities from the Nasdaq Global Market to the Nasdaq Capital Market. Instead, they are based
on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections,
anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they
are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking
statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the
Company will meet the requirements of the Nasdaq Listing Rule regarding MVPHS during any compliance period or otherwise in the future,
otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company
can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the
caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) for the year ended December 31, 2024 and its other filings with the SEC. Any forward-looking statement made
by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date
on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking
statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: October 3, 2025 |
zSpace, Inc. |
| |
|
| |
By: |
/s/ Erick DeOliveira |
| |
|
Erick DeOliveira |
| |
|
Chief Financial Officer |
