zSpace (NASDAQ: ZSPC) secures $3M Series P preferred deal, eyes $10M total

Rhea-AI Filing Summary

zSpace, Inc. entered into a Securities Purchase Agreement with an institutional investor to issue Series P Convertible Preferred Stock and five-year common stock warrants in one or more closings. At the initial closing, the investor bought 1,500,000 Series P shares and warrants for 1,000,000 common shares for $3,000,000, at $2.00 per preferred share and an initial warrant exercise price of $3.00 per share. The parties may agree to additional closings over one year for total purchases up to $10,000,000.

The new Series P Preferred Stock authorizes up to 5,000,000 shares with a stated value of $2.00 per share and cumulative dividends of 18% per year, paid in additional preferred shares. Holders receive the stated value plus accrued dividends before common shareholders in a liquidation or change of control.

Series P votes with common stock on an as-converted basis and has protective voting rights over key corporate actions. Holders can start converting to common stock after the third anniversary, initially at a conversion price equal to the $2.00 stated value, with anti-dilution adjustments. All Series P converts automatically on the fifth anniversary at the lower of the then-current conversion price or 80% of the 90-day volume-weighted average price. Conversions are limited by 4.99% and optional 9.99% ownership caps and an exchange cap tied to trading market rules.

Insights

Capital structure and securities analyst

zSpace raises up to $10M via high-yield, convertible preferred and warrants, adding potential future equity overhang.

zSpace has structured a private financing where an institutional investor initially provides $3,000,000 in exchange for 1,500,000 shares of Series P Preferred Stock and warrants for 1,000,000 common shares, with the SPA permitting additional closings up to an aggregate of $10,000,000. This brings in new capital while embedding future equity-linked features.

The Series P carries an 18% cumulative dividend payable in additional preferred shares, plus a liquidation preference at the $2.00 stated value and accrued dividends, which increases senior claims ahead of common equity. Voting on an as-converted basis and the series’ consent rights over senior or pari passu securities give this class meaningful influence over future capital decisions.

Conversion mechanics introduce possible dilution over time. Voluntary conversion begins after the third anniversary at a price based on the $2.00 stated value, and all Series P automatically converts on the fifth anniversary at the lower of that price or 80% of the 90-day VWAP. Beneficial ownership limits of 4.99% and an optional 9.99%, together with an exchange cap tied to trading market rules, moderate the pace and size of issuances, but the actual impact will depend on future share prices and whether additional closings under the SPA occur.

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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) January 23, 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)

(408) 498-4050

(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 January 23, 2026, zSpace, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser shares of the Company’s Series P Preferred Stock (as defined below), and five-year warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in one or more closings.

At the initial closing held on January 27, 2026 (the “Initial Closing”), the Purchaser purchased 1,500,000 shares of Series P Preferred Stock and Warrants to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $3,000,000. The initial purchase price per share of Series P Preferred Stock was $2.00. The initial exercise price for the Warrants is $3.00 per share, subject to standard and customary adjustments. The Company and the Purchaser may mutually agree to additional closings within one year of the Initial Closing, up to an aggregate limit of $10,000,000 for all purchases under the SPA. The SPA contains customary representations, warranties and indemnification provisions.

As further described under Item 5.03 of this Current Report on Form 8-K, the Company filed the Certificate of Designations (as defined below) with the Secretary of State of the State of Delaware for the establishment and designation of the Series P Preferred Stock.

The foregoing description of the Warrants and the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant and the SPA, which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The securities described in Items 1.01 and 5.03 of this Current Report on Form 8-K were, or will be, offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. The Company relied on this exemption based on representations made by the Purchaser, including that the Purchaser is an “accredited investor” as defined in Rule 501 under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2026, the Company filed a Certificate of Designations of Series P Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The Certificate of Designations establishes a new series of preferred stock designated as “Series P Convertible Preferred Stock” (the “Series P Preferred Stock”) and authorizes the issuance of up to 5,000,000 shares of Series P Preferred Stock, par value $0.00001 per share.

Each share of Series P Preferred Stock has a stated value of $2.00, subject to adjustment as set forth in the Certificate of Designations (the “Stated Value”). Holders of Series P Preferred Stock are entitled to receive cumulative dividends at a rate of eighteen percent (18%) per annum, payable annually. Dividends accrue and compound annually and are payable solely in additional shares of Series P Preferred Stock.

In the event of any liquidation, dissolution, or winding-up of the Company, or a Change of Control Transaction (as defined in the Certificate of Designations), holders of Series P Preferred Stock are entitled to receive, prior to any distribution to holders of junior securities, an amount per share equal to the Stated Value plus any accrued and unpaid dividends.

The Series P Preferred Stock votes together with the Company’s Common Stock on an as-converted basis. Additionally, as long as any shares of Series P Preferred Stock remain outstanding, the Company cannot take certain actions without the affirmative vote of the holders of a majority of the outstanding Series P Preferred Stock. These actions include, among others: (a) adversely altering the rights of the Series P Preferred Stock; (b) creating any class of stock senior to or pari passu with the Series P Preferred Stock; or (c) amending the Company’s Certificate of Incorporation in a manner that adversely affects the holders.

Beginning on the third anniversary of the Original Issue Date (as defined in the Certificate of Designations), holders may opt to convert their shares of Series P Preferred Stock into shares of Common Stock. The conversion rate is determined by dividing the Stated Value (plus accrued unpaid dividends) by the “Conversion Price.” The initial “Conversion Price” is the Stated Value ($2.00) and is subject to adjustment for stock splits, stock dividends, and similar events. All outstanding shares of Series P Preferred Stock will automatically convert into shares of Common Stock on the fifth anniversary of the Original Issue Date. For the automatic conversion occurring on the fifth anniversary of the Original Issue Date, the conversion rate is the lower of (y) the Conversion Price and (z) 80% of the 90-Day VWAP of the Company’s Common Stock.

The Series P Preferred Stock may not be converted if such conversion would result in the holder (together with its affiliates) beneficially owning in excess of 4.99% of the Company’s outstanding Common Stock. A holder may increase or decrease this limitation upon notice to the Company, up to a maximum of 9.99%, provided that any increase will not be effective until the 61st day after such notice. The Company is prohibited from issuing shares of Common Stock upon conversion of the Series P Preferred Stock if such issuance would breach the Company’s obligations under the rules of the Trading Market (the “Exchange Cap”), unless shareholder approval is obtained.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, which is filed herewith as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
3.1		Certificate of Designations of Series P Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on January 27, 2026.
4.1		Form of Warrant.
10.1†		Securities Purchase Agreement dated January 23, 2026 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)
†		Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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: January 29, 2026	zSpace, Inc.
	By:	/s/ Erick DeOliveira
		Erick DeOliveira
		Chief Financial Officer

FAQ

What financing did zSpace (ZSPC) arrange with the institutional investor?

zSpace arranged a private financing where an institutional investor purchased Series P Convertible Preferred Stock and five-year common stock warrants for $3 million, with the ability for additional closings over one year, up to a total of $10 million in purchases under the agreement.

How much Series P Preferred Stock did zSpace (ZSPC) issue initially and at what price?

At the initial closing, zSpace issued 1,500,000 shares of Series P Preferred Stock for a total of $3,000,000. Each share has a stated value and initial purchase price of $2.00, and the company authorized up to 5,000,000 Series P shares in total.

What are the dividend terms on zSpace’s Series P Preferred Stock?

Series P Preferred Stock pays cumulative dividends at 18% per year, compounding annually. These dividends are payable solely in additional preferred shares, increasing the holder’s preferred stake rather than requiring cash payments, and are added to the amount due ahead of junior securities in a liquidation.

When and how can zSpace (ZSPC) Series P Preferred Stock be converted to common stock?

Holders may start converting Series P shares into common stock from the third anniversary of the original issue date. Initially, the conversion price equals the $2.00 stated value, subject to customary adjustments, with all remaining Series P automatically converting on the fifth anniversary under more favorable pricing terms.

What happens to Series P Preferred Stock on the fifth anniversary of issuance?

On the fifth anniversary of the original issue date, all outstanding Series P Preferred Stock automatically converts into common stock. The conversion uses the lower of the then-current conversion price or 80% of the 90-day volume-weighted average price of zSpace’s common stock before that date.

Are there ownership limits on converting zSpace (ZSPC) Series P into common shares?

Yes. Series P cannot be converted if it would cause a holder and its affiliates to exceed 4.99% beneficial ownership of outstanding common shares, with an option to adjust this cap up to 9.99%. There is also an exchange cap tied to trading market rules restricting certain issuances.

What warrants were issued alongside zSpace (ZSPC) Series P Preferred Stock?

Together with the initial Series P Preferred Stock, zSpace issued five-year warrants to purchase 1,000,000 shares of common stock. The initial exercise price for these warrants is $3.00 per share, with standard and customary adjustment provisions for events like stock splits or similar corporate actions.