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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)
March 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(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. |
Senior Secured Convertible Note Financing
As previously reported, on April 10, 2025,
zSpace, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company sold, and the Investor
purchased, a senior secured convertible note issued by the Company (the “Note,” and such financing, the “Convertible
Note Financing”) in the original principal amount of $13,978,495 (the “Principal Amount”), which is convertible into
shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Convertible Note Financing
closed on April 11, 2025.
On March 16, 2026,
the Company entered into an amendment to the Securities Purchase Agreement (the “Amendment”) providing for, among other things,
multiple closings pursuant to the Securities Purchase Agreement, rather than a total of two closings.
In addition, the Company and the Investor agreed
in the Amendment to conduct a second closing pursuant to the Securities Purchase Agreement, which the Company anticipates will occur on
March 16, 2026 (the “Second Closing”). On the Second Closing, the Company will issue an additional Note in the original principal
amount of $4,301,075 (the “Additional Note”). The Company intends to use the net proceeds from the issuance of the Additional
Note to repay approximately $2,000,000 of existing debt owed to the Investor, and for working capital and general corporate purposes.
The Additional Note is substantially similar
to the form of note included as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on April 11,
2025, except that the maturity date of the Additional Note is March 15, 2028, the Initial Conversion Price is $0.28 per share, and
the Additional Note is subject to a floor price of $0.05 per share.
The foregoing summaries
of the terms of the various documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text
of such documents or forms of documents, which are attached as exhibits to this Current Report on
Form 8-K and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The information
provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
The
information contained above in Item 1.01 of this Current Report on Form 8-K with
respect to the issuance of the Note and the potential issuance of shares of Common Stock upon conversion thereof is hereby incorporated
by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The
following documents are attached as exhibits to this Current Report on Form 8-K:
Exhibit
No. |
|
Exhibit Description |
| |
|
|
| 10.1 |
|
Amendment to Securities Purchase Agreement, dated March 16,
2026. |
| |
|
|
| 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: March 16, 2026 |
zSpace, Inc. |
| |
|
| |
By: |
/s/ Erick DeOliveira |
| |
|
Erick DeOliveira |
| |
|
Chief Financial Officer |
