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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 15, 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 1.01 | Entry into a Material Definitive Agreement |
On October 15, 2025 (the “Effective
Date”), zSpace, Inc. (the “Company”) entered into an Amendment to Senior Secured Convertible Note (the “Amendment”)
with an institutional investor (the “Holder”), which amends the terms of the Senior Secured Convertible Note in the original
principal amount of $13,978,495, dated April 11, 2025 (the “Note”), previously issued by the Company to the Holder pursuant
to a Securities Purchase Agreement with the Holder dated April 10, 2025.
The
Amendment revises the definition of “Floor Price” as set forth in the Note from $1.98 per share of the Company's common
stock, par value $0.00001 per share (“Common Stock”) to $0.60 per share, subject to adjustment for reverse and forward stock
splits, recapitalizations and similar transactions.
In addition, the Amendment revises the definition
of “Equity Conditions,” the satisfaction of which is generally a prerequisite to the Company's ability to make installments
payments in shares of Common Stock. The Amendment modifies the definition of “Equity Conditions” to reduce the required minimum
VWAP of the Common Stock over the 20 trading days prior to the applicable date from $1.98 to $0.75 and to reduce the required minimum
average daily trading volume of the Common Stock during the 20 trading days prior to the applicable date from $300,000 to $200,000.
Except as specifically set forth in the Amendment,
all other terms, covenants, and conditions of the Note remain in full force and effect. Capitalized terms used but not otherwise defined
in this Current Report on Form 8-K have the respective meanings ascribed to such terms in the Note and the Amendment, as applicable.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1
hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On
October 15, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of August 21,
2025, the record date for the Annual Meeting, there were 24,035,867 shares
of Common Stock outstanding, which shares were entitled to an aggregate of 24,035,867 votes at the Annual Meeting. Holders
of 18,240,193.1 shares of Common Stock were present in person or by proxy at the Annual Meeting, representing 75.89% of the total outstanding
shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws.
At
the Annual Meeting, five proposals were submitted to the Company’s stockholders. A brief summary of the matters voted upon
by stockholders at the Annual Meeting is set forth below, and the proposals are described in more
detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 2, 2025.
The final results for the votes regarding each
proposal are set forth below:
Proposal 1
The Company’s stockholders elected Joanna
Morris, Abhay Pande, Angela Prince, and Jane Swift as Class I directors of the Company’s Board of Directors, to hold office
until the next annual meeting of stockholders or until such director’s respective successors are elected or appointed and qualified
or until any such director’s earlier resignation or removal, based upon the following votes:
| Nominee | |
For | |
Authority Withheld | |
Broker Non-Vote | |
| Joanna Morris | |
17,649,466.10 | |
27,815 | |
562,912 | |
| Abhay Pande | |
17,655,414.10 | |
21,867 | |
562,912 | |
| Angela Prince | |
17,636,111.10 | |
41,170 | |
562,912 | |
| Jane Swift | |
17,655,829.10 | |
21,452 | |
562,912 | |
Proposal 2
The
proposal to ratify the selection by the Audit Committee of Company’s Board of Directors of UHY LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the following vote:
| For | |
Against | |
Abstained | |
| 18,216,461.10 | |
13,398 | |
10,334 | |
Proposal 3
The issuance of shares of Common Stock in connection
with the Convertible Promissory Note, dated April 11, 2025, issued by the Company to an institutional investor, as required by Nasdaq
Listing Rule 5635(d), was approved by the following vote:
| For | |
Against | |
Abstained | |
Broker Non-Votes | |
| 17,643,631.10 | |
29,580 | |
4,070 | |
562,912 | |
Proposal 4
The issuance of shares of Common Stock in connection
with the Common Stock Purchase Agreement, dated July 7, 2025, by and between the Company and an institutional investor, as required
by Nasdaq Listing Rule 5635(d), was approved by the following vote:
| For | |
Against | |
Abstained | |
Broker Non-Votes | |
| 17,644,159.10 | |
28,009 | |
5,113 | |
562,912 | |
Proposal 5
The amendment to the Company’s Amended and
Restated Certificate of Incorporation to allow for stockholder action by written consent was approved by the following vote:
| For | |
Against | |
Abstained | |
Broker Non-Votes | |
| 17,470,627.10 | |
202,761 | |
3,893 | |
562,912 | |
Proposal 6
The proposal to approve an
adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies if there were not sufficient votes in favor
of the foregoing proposals was withdrawn because the Company’s stockholders approved and adopted each of the foregoing proposals,
as noted above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Exhibit Description |
| |
|
|
| 10.1 |
|
Amendment to Senior Secured Convertible Note dated October 15, 2025 by and between the Company
and the holder set forth on the signature page thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the inline XBRL document) |
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 17, 2025 |
zSpace, Inc. |
| |
|
| |
By: |
/s/ Erick DeOliveira |
| |
|
Erick DeOliveira |
| |
|
Chief Financial Officer |
