zSpace, Inc. Files 8-K: Material Agreement & Shareholder Vote

TL;DR

zSpace filed an 8-K for a material agreement and shareholder vote on Oct 15.

AI Summary

zSpace, Inc. filed an 8-K on October 17, 2025, reporting on events that occurred on October 15, 2025. The filing indicates the entry into a material definitive agreement and the submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions by zSpace, Inc., including a new material agreement and a shareholder vote, which could impact the company's future direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and a shareholder vote, which can introduce uncertainty and potential changes for the company.

Key Players & Entities

• zSpace, Inc. (company) — Registrant
• October 15, 2025 (date) — Earliest event date
• October 17, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• San Jose, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share ZSPC The Nasdaq Stock Mar
• $13,978,495 — ote in the original principal amount of $13,978,495, dated April 11, 2025 (the "Note"), pre
• $1.98 — or Price" as set forth in the Note from $1.98 per share of the Company's common stock
• $0.60 — $0.00001 per share ("Common Stock") to $0.60 per share, subject to adjustment for re
• $0.75 — or to the applicable date from $1.98 to $0.75 and to reduce the required minimum aver
• $300,000 — days prior to the applicable date from $300,000 to $200,000. Except as specifically se
• $200,000 — to the applicable date from $300,000 to $200,000. Except as specifically set forth in t

Filing Documents

• tm2528843d1_8k.htm (8-K) — 47KB
• tm2528843d1_ex10-1.htm (EX-10.1) — 22KB
• 0001104659-25-100452.txt ( ) — 239KB
• zspc-20251015.xsd (EX-101.SCH) — 3KB
• zspc-20251015_lab.xml (EX-101.LAB) — 33KB
• zspc-20251015_pre.xml (EX-101.PRE) — 22KB
• tm2528843d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 15, 2025 (the "Effective Date"), zSpace, Inc. (the "Company") entered into an Amendment 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. The Amendment revises the definition of "Floor Price" as set forth in the Note from $1.98 per share of the Company's common stock, par value $0.00001 per share ("Common Stock") to $0.60 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 $1.98 to $0.75 and to reduce the required minimum average daily trading volume of the Common Stock during the 20 trading days prior to the applicable date from $300,000 to $200,000. 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.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . On October 15, 2025, the Company held its 2025 annual meeting of stockholders (the "Annual Meeting"). As of August 21, 2025, the record date for the Annual Meeting, there were 24,035,867 shares of Common Stock outstanding, which shares were entitled to an aggregate of 24,035,867 votes at the Annual Meeting. Holders of 18,240,193.1 shares of Common Stock were present in person or by proxy at the Annual Meeting, representing 75.89% of the total outstanding shares of Common Stock, constituting a quorum p ursuant to the Company's bylaws . At the Annual Meeting, five proposals were submitted to the Company's stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 2, 2025. The final results for the votes regarding each proposal are set forth below: Proposal 1 The Company's stockholders elected Joanna Morris, Abhay Pande, Angela Prince, and Jane Swift as Class I directors of the Company's Board of Directors, to hold office until the next annual meeting of stockholders or until such director's respective successors are elected or appointed and qualified or until any such director's earlier resignation or removal, based upon the following votes: Nominee For Authority Withheld Broker Non-Vote Joanna Morris 17,649,466.10 27,815 562,912 Abhay Pande 17,655,414.10 21,867 562,912 Angela Prince 17,636,111.10 41,170 562,912 Jane Swift 17,655,829.10 21,452 562,912 Proposal 2 The proposal to ratify the selection by the Audit Committee of Company's Board of Directors of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the following vote: For Against Abstained 18,216,461.10 13,398 10,33

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1 Amendment to Senior Secured Convertible Note dated October 15, 2025 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

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: October 17, 2025 zSpace, Inc. By: /s/ Erick DeOliveira Erick DeOliveira Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR