zSpace (NASDAQ: ZSPC) lowers note floor price and equity VWAP terms

Rhea-AI Filing Summary

zSpace, Inc. entered into an amendment to its senior secured convertible note originally issued in the principal amount of $13,978,495. The amendment reduces the note’s conversion “Floor Price” from $0.60 per share of common stock to $0.22 per share, with customary adjustments for stock splits and similar events. It also changes the “Equity Conditions” that must be met for the company to make installment payments in shares, cutting the required minimum 20-day VWAP from $0.75 to $0.30. All other terms of the note remain in effect, and the full amendment is filed as an exhibit.

Insights

Convertible securities analyst

zSpace makes its 2025 convertible note more flexible at lower share prices.

zSpace, Inc. adjusted key pricing terms on its senior secured convertible note in the original principal amount of $13,978,495. The amendment lowers the note’s conversion “Floor Price” from $0.60 to $0.22 per share of common stock, which permits conversion at a significantly lower stock price than before, subject to standard anti-dilution adjustments.

The company also revised the “Equity Conditions” that must be satisfied to make installment payments in stock. The minimum 20-trading-day VWAP requirement was reduced from $0.75 to $0.30. This change makes it easier, under more trading scenarios, for the company to pay installments in shares rather than cash, depending on market conditions and other note terms.

These revisions increase the potential for share-based settlement when the stock trades at lower levels, which can influence future dilution dynamics relative to the original note structure. The overall impact will depend on future share prices, trading volumes, and how often the company and holder elect to use stock-based payments under the amended conditions.

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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 8, 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 8, 2026 (the “Effective Date”), zSpace, Inc. (the “Company”) entered into an Amendment #2 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, as amended.

The Amendment revises the definition of “Floor Price” as set forth in the Note from $0.60 per share of the Company's common stock, par value $0.00001 per share (“Common Stock”) to $0.22 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 $0.75 to $0.30.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Amendment to Senior Secured Convertible Note dated January 8, 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)

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 9, 2026	zSpace, Inc.
	By:	/s/ Erick DeOliveira
		Erick DeOliveira
		Chief Financial Officer

FAQ

What did zSpace, Inc. (ZSPC) change in its senior secured convertible note?

zSpace, Inc. entered into an amendment to its senior secured convertible note that lowers the conversion “Floor Price” and relaxes certain “Equity Conditions” tied to stock-based installment payments, while leaving all other note terms in effect.

How did the conversion floor price change in zSpace’s amended note?

The amendment reduces the note’s “Floor Price” from $0.60 per share of common stock to $0.22 per share, subject to adjustment for stock splits, recapitalizations, and similar transactions.

What are the new equity condition requirements for zSpace (ZSPC) to pay installments in stock?

The amendment changes the “Equity Conditions” so that the required minimum VWAP over the 20 trading days before the relevant date is reduced from $0.75 to $0.30 per share of common stock.

Does the amendment affect other terms of zSpace’s senior secured convertible note?

Except for the revised definitions of “Floor Price” and “Equity Conditions,” all other terms, covenants, and conditions of the senior secured convertible note remain in full force and effect.

When did the amendment to zSpace’s senior secured convertible note become effective?

The amendment, referred to as Amendment #2 to Senior Secured Convertible Note, was entered into on January 8, 2026, which is described as the Effective Date.

Where can investors find the full text of zSpace’s note amendment?

The full text of the amendment is filed as Exhibit 10.1 to the Form 8-K and is incorporated by reference, providing complete legal and financial terms of the changes.