Welcome to our dedicated page for zSpace SEC filings (Ticker: ZSPC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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zSpace, Inc. is soliciting proxies for its 2025 annual meeting to be held at 9:00 a.m. Pacific Time on October 15, 2025, at its headquarters in San Jose. The record date for voting is August 21, 2025, when 24,035,867 shares were outstanding. Meeting business includes election of four Class I directors, ratification of UHY LLP as independent auditors for fiscal 2025, shareholder approval to issue shares in excess of Nasdaq Rule 5635(d) for a convertible promissory note and a $30 million common stock purchase agreement (ELOC), an amendment to permit stockholder action by written consent, and an adjournment vote if needed.
The proxy discloses material financing arrangements: a senior secured convertible note dated April 11, 2025 with $13,978,495 original principal (7% OID, 6.0% interest, $12.39 initial conversion price) and an ELOC dated July 7–8, 2025 providing up to $30,000,000 in potential equity sales. The proxy also notes BDOs prior audit reports included a qualification regarding the Companys ability to continue as a going concern and references material weaknesses disclosed in Item 9A of the 2024 Form 10-K.
zSpace, Inc. (ZSPC) reported material financing agreements. The company filed an 8-K disclosing two Business Loan and Security Agreements, each in the amount of $1,000,000 dated August 20, 2025, and an Intercreditor Agreement among Itria Ventures LLC, zSpace, Inc. and 3i, LP dated August 20, 2025. The filing cites Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation or off-balance sheet arrangement) and Item 9.01 (financial statements and exhibits). The cover page interactive data file is included, and the form is dated August 22, 2025, signed by Chief Financial Officer Erick DeOliveira. The filing documents the existence and dates of the agreements but does not disclose loan terms beyond the stated principal amounts or intended use of proceeds.
zSpace, Inc. will hold its 2025 annual meeting at 9:00 a.m. PT on October 15, 2025 at its San Jose headquarters. Stockholders of record on August 21, 2025 may vote on seven proposals including election of four Class I directors, ratification of UHY LLP as independent auditors for fiscal 2025, approval to issue shares in excess of Nasdaq Rule 5635(d) in connection with a $13,978,495 senior secured convertible promissory note (April 11, 2025) and a $30,000,000 common stock purchase agreement (ELOC, July 7, 2025), an amendment to permit stockholder action by written consent, and an adjournment proposal. The convertible note carries a conversion feature with an initial conversion price of $12.39 per share and certain VWAP-based conversion mechanics; the note is senior secured and accrues 6.0% interest. The proxy discloses BDO USA P.C. was dismissed and that prior BDO reports included a going concern qualification and material weaknesses in internal control. The Board recommends a "FOR" vote on all proposals.
zSpace, Inc. has filed a Rule 424(b)(4) prospectus covering the resale of up to 6.5 million shares of common stock held by Tumim Stone Capital. The shares will be issued to Tumim under a July 8 2025 committed-equity purchase agreement. Although zSpace will not receive cash from Tumim’s market sales, it may raise up to $30 million from primary issuances to Tumim once the registration is declared effective.
Assuming full draw-down, shares outstanding could rise to ≈29.8 million, with an additional 16.2 million shares reserved for options, warrants and convertibles, creating meaningful dilution. Three Cayman-based entities already control ≈79.9 % of the vote, so the company qualifies as a Nasdaq “controlled company.”
Financially, the AR/VR ed-tech firm posted 2024 revenue $38.1 m (-13 % YoY) and a net loss $20.8 m; Q1-25 revenue was $6.8 m with a $5.8 m loss. Gross margin improved to 41 % in 2024, but Adjusted EBITDA stayed negative (-$9.9 m). Debt totals $13 m (maturing 2025-27) and the auditor flags going-concern risk.
Proceeds from any share sales to Tumim are earmarked for working capital, R&D and accretive software acquisitions to enlarge its K-12 and Career & Technical Education footprint. Key risks cited include continued losses, material weaknesses in internal controls, customer concentration, intense competition, equity dilution and macro uncertainty affecting school budgets.
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