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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)
April 16, 2026
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 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 16, 2026, zSpace, Inc. (the
“Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and
Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.00001 per
share (“Common Stock”), in the ratio of 1-for-25 (the “Reverse Stock Split”), to be effective at 11:59 p.m., eastern
time, on April 20, 2026. The Common Stock will begin trading on a split-adjusted basis at the market open on Tuesday, April 21, 2026.
The Reverse Stock Split and the form
of Certificate of Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders. The
new CUSIP number for the Common Stock following the Reverse Stock Split is 98980W206. No fractional shares will be issued as a result
of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to
the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage
interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares.
The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred
stock of the Company were not changed as a result of the Reverse Stock Split.
The above description of the Certificate
of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On April 17, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith
as Exhibit 99.1 to the Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current
Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits
hereto, is material or that the dissemination of such information is required by Regulation FD.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 16, 2026 |
| |
|
|
| 99.1 |
|
Press Release dated April 17, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within 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: April 17, 2026 |
zSpace, Inc. |
| |
|
| |
By: |
/s/ Erick DeOliveira |
| |
|
Erick DeOliveira |
| |
|
Chief Financial Officer |
Exhibit
99.1
zSpace
Announces 1-for-25 Reverse Stock Split
SAN
JOSE, CA, April 17, 2026 – zSpace, Inc. (NASDAQ: ZSPC) (“zSpace” or the “Company”), a leading provider
of augmented and virtual reality (AR/VR) solutions for education and workforce development, intends to implement a 1-for-25 reverse stock
split of its common stock, par value $0.00001 per share (the “Common Stock”) with trading to begin on a split-adjusted basis
at the market open April 21, 2026. Trading in the common stock will continue on The Nasdaq Capital Market under the symbol “ZSPC”.
The reverse stock split is intended to increase the per-share trading price of the Common Stock to enable the Company to regain compliance
with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The new CUSIP number for the Common Stock
following the reverse stock split will be 98980W206.
The
reverse stock split was approved by the Company’s Board of Directors on March 11, 2026, subject to stockholder approval, and the
Company’s stockholders via written consent dated March 13, 2026.
Upon
the effectiveness of the reverse stock split, every 25 shares of the Company’s issued and outstanding Common Stock will automatically
be converted into one share of issued and outstanding Common Stock. No fractional shares will be issued as a result of the reverse stock
split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number. As of April
14, 2026, there were 75,981,805 shares of Common Stock outstanding, resulting in approximately 3,039,272 shares of Common Stock outstanding
following the reverse stock split.
The
reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s
outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares.
Stockholders
who hold registered shares of Common Stock in registered book-entry form will not need to take any action to receive their post-reverse
stock split shares of Common Stock in registered book-entry form. Stockholders who hold their shares in certificated form will receive
a transmittal letter from the Company’s transfer agent as soon as practicable after the effective date of the reverse stock split
with instructions on how to receive their post-reverse stock split shares of Common Stock. We do not expect stockholders who hold their
shares in “street name” (that is, through a broker, bank, or other holder of record) will need to take any action for their
accounts to reflect the post-reverse stock split quantity of shares they hold. Brokers, banks, and other nominees who hold Common Stock
will process the reverse stock split for the beneficial owners of Common Stock. Such brokers, banks, and other nominees may implement
different procedures than those to be followed by registered stockholders for processing the reverse stock split, particularly with respect
to the treatment of fractional shares. Stockholders who hold shares of our Common Stock in “street name” and who have questions
regarding the procedures of their broker, bank or other nominee for processing the reverse stock split are encouraged to contact the
organization holding their shares.
About
zSpace
zSpace,
Inc. (NASDAQ: ZSPC) delivers innovative augmented and virtual reality (AR/VR) experiences that drive achievement in STEM, CTE, and career
readiness programs. Trusted by over 3,500 school districts, technical centers, community colleges, and universities, zSpace enables hands-on
“learning by doing” experiences proven to improve engagement and student outcomes. Headquartered in San Jose, California,
zSpace holds more than 80 patents, with research published in the Journal of Computer Assisted Learning (2021) validating the impact
of 3D virtual reality technologies on student knowledge gains.
Forward-Looking
Statements
Certain
statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the long-term potential of our
business, ability to execute with discipline, our positioning for scalable, global growth and delivering sustainable value for our customers
and shareholders. The words “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. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related
to market conditions and other factors discussed in the “Risk Factors” section of the Company’s filings with the SEC.
For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press
release. Any forward-looking statements contained in this press release speak only as of the date hereof, and zSpace, Inc. specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by law.
This
press release does not constitute a public offer of any securities for sale. Any securities offered privately will not be or have not
been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Contacts
Press
Contact:
Amanda Austin
press@zspace.com
408-498-4050
Investor
Relations Contact:
Gateway Group
Cody Slach, Greg Robles
949.574.3860
ZSPC@gateway-grp.com
