zSpace Inc. Announces Major Corporate Changes

TL;DR

zSpace Inc. is shaking things up: new board, new execs, new bylaws, and a new fiscal year. Big changes ahead.

AI Summary

zSpace, Inc. announced on December 4, 2024, a series of significant corporate actions. These include the entry into a material definitive agreement, the departure of directors and officers, the election of new directors, and the appointment of new officers. Additionally, the company amended its articles of incorporation and bylaws, and changed its fiscal year end. These events are detailed in their 8-K filing.

Why It Matters

These extensive changes in corporate governance and structure suggest a significant strategic shift or restructuring for zSpace, Inc.

Risk Assessment

Risk Level: medium — Significant corporate governance changes and potential restructuring can introduce uncertainty and risk.

Key Numbers

• 001-42431 — SEC File Number (Identifies the company's filing with the SEC.)
• 35-2284050 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• zSpace, Inc. (company) — Registrant
• December 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 55 Nicholson Lane San Jose, California 95134 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share ZSPC The Nasdaq Stock Mar
• $5.00 — at an initial public offering price of $5.00 per share pursuant to that certain Unde
• $10.8 million — eceived gross proceeds of approximately $10.8 million from the Offering (including from exerc
• $8.3 million — nitial public offering of approximately $8.3 million for growth initiatives, including fundi
• $7.50 — ive’s Warrants are exercisable at $7.50 per share of Common Stock and have a te

Filing Documents

• tm244059d41_8k.htm (8-K) — 38KB
• tm244059d41_ex1-1.htm (EX-1.1) — 233KB
• tm244059d41_ex3-1.htm (EX-3.1) — 60KB
• tm244059d41_ex3-2.htm (EX-3.2) — 214KB
• tm244059d41_ex4-1.htm (EX-4.1) — 131KB
• tm244059d41_ex99-1.htm (EX-99.1) — 11KB
• tm244059d41_ex99-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-126545.txt ( ) — 690KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 6, 2024 (the “Closing Date”), zSpace, Inc., a Delaware corporation (the “Company”), completed its initial public offering (the “Offering”) of its common stock, par value $0.00001 per share (the “Common Stock”) and sold an aggregate of 1,875,000 shares of Common Stock at an initial public offering price of $5.00 per share pursuant to that certain Underwriting Agreement, dated as of December 4, 2024 (the “Underwriting Agreement”), between the Company and Roth Capital Partners LLC, as representative (the “Representative”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 30-day option to purchase up to 281,250 additional shares of Common Stock to cover over-allotments in connection with the Offering, which the Representative exercised the option in full on the Closing Date. The Common Stock was offered and sold to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333-280427), originally filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 24, 2024, as amended, which became effective on December 4, 2024 (the “Registration Statement”). The Company received gross proceeds of approximately $10.8 million from the Offering (including from exercise of the over-allotment), before deducting underwriting discounts and commissions of seven percent (7%) of the gross proceeds and Offering expenses. The Company currently intends to use the net proceeds from the initial public offering of approximately $8.3 million for growth initiatives, including funding product commitments, software development through acquisitions of applications and third-party software develope

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On the Closing Date, in connection with the closing of the Offering, each of Dr. Joanna Morris, Abhay Pande, Angela Galardi Prince, and Jane Swift joined the Board of Directors of the Company. Each will serve on the Board of Directors until the next annual meeting of stockholders of the Company at which directors are elected, at which time each is expected to stand for re-election. Biographical information regarding each is set forth below: Dr. Joanna Morris , age 58, is Associate Professor of Psychology and Neuroscience at Providence College in Providence, RI. She is a former Rhodes Scholar who holds an A.B. (summa cum laude) from Dartmouth College, an M.Phil. in Theoretical Linguistics and Comparative Philology from the University of Oxford, and a Ph.D. in Psychology from the University of Pennsylvania. From 1998 – 2007, Dr. Morris was an Assistant Professor at Hampshire College, from 2007 – 2018, Dr. Morris was an Associate Professor at Hampshire College and from 2018 – 2023, Dr. Morris was a Professor at Hampshire College. She has also served as the Provosts Fellow in Cognitive Science at RISD before joining the faculty at Providence College in 2020. Abhay Pande , age 57, is a former Investment Banking Managing Director at Citibank, a position that he held from August 1998 until June 2023, and former private equity Managing Director at American Capital, a position that he held from July 2013 until June 2016. He has also served as a senior advisor with the Albright Stonebridge Group and is currently Managing Director at Princeton Capital Advisors, which provides cross-border transactions and capital advisory services for leading healthcare, energy and infrastructure clients, a position that he has held since 2020. Mr. Pande received an MBA from t

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 6, 2024, the Company filed a Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The forms of the Certificate of Incorporation and Bylaws are substantially the same as the forms filed as exhibits to the Registration Statement. Please see the descriptions of the Certificate of Incorporation and the Bylaws in the section titled “Description of Capital Stock” in the Company’s Registration Statement, which descriptions are incorporated herein by reference. The foregoing descriptions of the Certificate of Incorporation and the Bylaws do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Certificate of Incorporation and Bylaws, copies of which are filed as Exhibits 3.1 and 3.2 to this report and are incorporated by reference herein. Item 8.01. Other Events. In connection with the pricing of the Offering, the Company issued a press release on December 4, 2024, which has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 4, 2024, by and between zSpace, Inc. and Roth Capital Partners, LLC, as representative of the underwriters named therein 3.1 Second Amended and Restated Certificate of Incorporation of zSpace Inc. 3.2 Second Amended and Restated Bylaws of zSpace, Inc. 4.1 Form of Representative’s Warrant 99.1 Press Release issued by zSpace, Inc. on December 4, 2024

SIGNATURES

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: December 9, 2024 zSpace, Inc. By: /s/ Paul Kellenberger Paul Kellenberger Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR