ZSPC 8-K
zSpace, Inc. (ZSPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||
Exhibit 10.1
AMENDMENT NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE
This Amendment No. 2 (this “Amendment”), dated as of January 8, 2026 (the “Effective Date”), to that certain Senior Secured Convertible Note issued to 3i, LP (the “Holder”), on April 11, 2025 in the original principal amount of $13,978,495 (the “Note”), as amended on October 15, 2025, is entered into by and between zSpace, Inc., a Delaware corporation (the “Company”), and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Note.
WHEREAS, any provision of the Note may be amended by a written instrument executed by the Company and the Holder, which amendment shall be binding on all successors and assigns.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
1. Amendments to Note.
(a) Section 31(o) of the Note shall be deleted in its entirety and replaced with:
“(o) “Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion Notices of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, if any, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future, except for the filing of post-effective amendment) or (ii) all of the shares of Common Stock issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 by a person that is not an affiliate (as defined in Rule 144 as in effect on the Issuance Date) of the Company, and that has not been an affiliate (as defined in Rule 144 as in effect on the Issuance Date) of the Company during the three months immediately preceding such date, without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the shares of Common Stock are trading on the Principal Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Principal Market (and the Company believes, in good faith, that trading of the shares of Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of a Company Optional Redemption or Installment Redemption, the shares issuable upon conversion in full of the Company Optional Redemption Amount or Installment Redemption Amount) to the Holder would not violate the limitations set forth in Section 3(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control that has not been consummated, (i) the Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) the Company has timely filed all SEC Documents required to be filed with or furnished to the Commission under the Securities Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act, (k) the daily VWAP of the shares of Common Stock exceeds $0.30 (subject to adjustment for any share split, share dividend, share combination or other similar transactions) on the Principal Market during each Trading Day for the twenty (20) Trading Days prior to the applicable date in question, and (l) the average daily trading volume of the shares of Common Stock on the Principal Market during the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000.”
(b) Section 31(s) of the Note shall be deleted in its entirety and replaced with:
“(s) “Floor Price” means $0.22, subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions.”
2. Effect. Upon the Effective Date, each reference in the Note to “this Note”, “hereunder”, “hereof” or words of like import referring to such agreement, and each reference in the other Transaction Documents to “the Note”, “thereof” or words of like import referring to such agreement, shall mean and be a reference to the Note as modified and amended by this Amendment. Except as expressly modified or waived herein, the terms of the Note shall remain in full force and effect and are hereby in all respects ratified and confirmed by the Company
3. Governing Law. The provisions of Section 27 of the Note are incorporated herein by reference mutatis mutandis.
4. Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.
[Remainder of page intentionally blank; signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date set forth above.
| COMPANY: | ||
| ZSPACE, INC. | ||
| By: | /s/ Paul Kellenberger | |
| Name: | Paul Kellenberger | |
| Title: | Chairman and CEO | |
| HOLDER: | ||
| 3i, LP | ||
| By: | 3i Management, LLC, its General Partner | |
| By: | /s/ Maier Joshua Tarlow | |
| Name: | Maier Joshua Tarlow | |
| Title: | Manager | |
Signature Page to
Amendment No.2 to Senior Secured Convertible
Note