zSpace Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 8, 2026 (the “Effective Date”), zSpace, Inc. (the “Company”) entered into an Amendment #2 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, as amended.
The Amendment revises the definition of “Floor Price” as set forth in the Note from $0.60 per share of the Company's common stock, par value $0.00001 per share (“Common Stock”) to $0.22 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 $0.75 to $0.30.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| 10.1 | Amendment to Senior Secured Convertible Note dated January 8, 2026 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
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: January 9, 2026 | zSpace, Inc. | |
| By: | /s/ Erick DeOliveira | |
| Erick DeOliveira | ||
| Chief Financial Officer | ||