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zSpace, Inc. reported that stockholders holding 50.33% of its voting power approved, by written consent, an authorization for the board to implement a reverse stock split of its common stock. The split ratio may be set by the board between 1-for-15 and 1-for-25.
The board may decide whether to proceed with the reverse split and choose the exact ratio at any time up to one year after a Definitive Information Statement on Schedule 14C is filed. On the March 12, 2026 record date, the company’s capital stock represented 37,142,955 votes, with 18,694,538 votes supporting the action.
The written consent will become effective 20 days after the Definitive Information Statement on Schedule 14C is mailed to stockholders. The approval also covers an amendment to the certificate of incorporation to effect the reverse split, which would be filed with the Delaware Secretary of State if the board proceeds.
zSpace, Inc. informed stockholders that holders of a majority of voting power approved by written consent a Certificate of Amendment to effect a reverse stock split of Common Stock at a ratio the Board may choose between 1-for-15 and 1-for-25. The Written Consent was dated March 13, 2026 and the Board may effect the Reverse Stock Split by filing the Amendment with the Delaware Secretary of State; the Board may select the Final Ratio at any time within one year of the Information Statement filing. As of the Record Date, there were 35,642,955 shares of Common Stock outstanding and the Consenting Stockholders held 18,694,538 votes, representing 50.33% of voting power. The stated purpose is to raise the per-share trading price to address Nasdaq’s minimum bid price requirement.
zSpace, Inc. is registering up to 12,500,000 shares of common stock for resale by two financing partners. The shares include up to 5,000,000 shares tied to a common stock purchase agreement with Tumim Stone Capital and up to 7,500,000 shares issuable upon conversion of a senior secured convertible note held by 3i, LP.
zSpace is not selling shares under this prospectus and will not receive proceeds from resales, but may raise up to an additional $24.4 million from future sales of equity line shares to Tumim under a $30 million purchase agreement. After this registration, 45,802,983 shares of common stock are expected to be outstanding, compared with 33,302,983 shares outstanding as of January 31, 2026.
The company provides augmented and virtual reality learning technology to K‑12 and career education markets but has a history of losses, including a net loss of $18.1 million for the nine months ended September 30, 2025 and an accumulated deficit of $308.5 million. zSpace carries about $18.7 million of debt, faces going‑concern uncertainty, relies heavily on government‑funded school budgets, and is controlled by three Cayman Islands stockholders that collectively own about 54.8% of its common stock.
zSpace, Inc. is registering up to 12,500,000 shares of common stock for resale by existing investors, including shares issuable under a common stock purchase agreement with Tumim Stone Capital and a senior secured convertible note held by 3i, LP.
The company will not receive proceeds from resales, but may sell additional shares to Tumim under a $30 million equity line, of which about $5.6 million has already been drawn and up to $24.4 million remains available. After this offering, 45,802,983 shares will be outstanding.
zSpace focuses on AR/VR educational technology for K‑12 and career & technical education markets, but revenue declined from $43.9 million in 2023 to $38.1 million in 2024 and the company posted a $20.8 million net loss in 2024 and an $18.1 million net loss for the nine months ended September 30, 2025.
As of September 30, 2025, it had an accumulated deficit of $308.5 million, a working capital deficit and about $18.7 million of debt, leading auditors to raise substantial doubt about its ability to continue as a going concern. Controlling stockholders own about 54.8% of the common stock, making zSpace a “controlled company” under Nasdaq rules.
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.
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.
zSpace, Inc. Chief Financial Officer Erick DeOliveira reported sales of company stock in a Form 4 filing. On January 6, 2026, he sold 6,320 shares of common stock at a weighted average price of $0.522 per share, followed by an additional sale of 1,519 shares at the same weighted average price. According to the footnotes, these sales were made to cover his tax obligations from a prior vesting of restricted stock units.
After these transactions, DeOliveira beneficially owned 40,497 shares of zSpace common stock directly. The price reported reflects a weighted average of multiple trades executed in a range between $0.5018 and $0.5553 per share.
zSpace, Inc. insider Michael S. Harper reported a sale of 4,550 shares of common stock on January 6, 2026. The shares were sold at a weighted average price of $0.522 per share, in multiple trades between $0.5018 and $0.5553. According to the disclosure, the sale was made to cover Harper’s tax obligations from a prior vesting of restricted stock units. After this transaction, Harper directly beneficially owned 38,397 shares of zSpace common stock. Harper serves as the company’s Chief Product, Engineering and Marketing Officer.
zSpace, Inc. director and CEO Paul Kellenberger reported a sale of 12,453 shares of common stock on January 6, 2026. The shares were sold at a weighted average price of $0.522 per share, in multiple trades at prices ranging from $0.5018 to $0.5553. According to the footnotes, the sale was made to cover the reporting person’s tax obligations arising from a prior vesting of restricted stock units. After this transaction, Kellenberger beneficially owned 64,785 shares of zSpace, Inc. common stock directly.
ZSPC insider plans to sell common shares under Rule 144. A holder filed a notice to sell 12,453 shares of common stock through Fidelity Brokerage Services LLC on or about 01/06/2026 on the NASDAQ, with an aggregate market value of $6,497.98 based on the figures provided. These shares were acquired from the issuer on 01/02/2026 through restricted stock vesting as compensation. The notice also reports that Paul Kellenberger sold 10,852 common shares on 10/06/2025 for gross proceeds of $10,747.82. By signing, the seller represents they are not aware of undisclosed material adverse information about the issuer.