8-K
zSpace, Inc. (ZSPC)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 2026
zSpace, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-42431 | 35-2284050 |
|---|---|---|
| (State or other Jurisdiction of<br><br>Incorporation or Organization) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 55 Nicholson Lane<br><br> <br>San Jose, California | 95134 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (zip code) | |
| (408) 498-4050 | ||
| --- |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | ZSPC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On April 16, 2026, zSpace, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.00001 per share (“Common Stock”), in the ratio of 1-for-25 (the “Reverse Stock Split”), to be effective at 11:59 p.m., eastern time, on April 20, 2026. The Common Stock will begin trading on a split-adjusted basis at the market open on Tuesday, April 21, 2026.
The Reverse Stock Split and the form of Certificate of Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders. The new CUSIP number for the Common Stock following the Reverse Stock Split is 98980W206. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company were not changed as a result of the Reverse Stock Split.
The above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On April 17, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 16, 2026 |
| 99.1 | Press Release dated April 17, 2026 |
| 104 | Cover Page Interactive Data File (embedded within 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: April 17, 2026 | zSpace, Inc. | |
|---|---|---|
| By: | /s/ Erick DeOliveira | |
| Erick DeOliveira | ||
| Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ZSPACE, INC.
zSpace, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is zSpace, Inc., and the name under which the Corporation was originally incorporated is Infinite Z, Inc.
SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is October 26, 2006 and was amended and restated by that certain Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 29, 2023, and was further amended by that certain Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 12, 2024, and was further amended by that certain Certificate of Amendment filed with the Secretary of State of the State of Delaware on October 25, 2024 and was further amended and restated by that certain Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the state of Delaware on December 6, 2024, and was further amended by that certain Certificate of Amendment filed with the Secretary of State of the State of Delaware on November 10 2025.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending Article V of its Certificate of Incorporation by adding the following paragraph as Section A.6. thereof:
“6. Effective at 11:59 p.m., Eastern Time, on April 20, 2026 (the “Reverse Stock Split Effective Time”), every twenty-five (25) shares of Common Stock of the Corporation issued and outstanding or held by the Corporation as treasury shares as of the Reverse Stock Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, without effecting a change to the par value per share of Common Stock, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. In lieu of any fractional shares, the Corporation will issue to stockholders of record who would otherwise be entitled to receive a fractional share because the number of shares of Common Stock they hold of record before the Reverse Stock Split is not evenly divisible by the Reverse Stock Split ratio that number of shares of Common Stock as rounded up to the nearest whole share. No stockholders will receive cash in lieu of fractional shares. As of the Reverse Stock Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the Reverse Stock Split is deemed to represent the number of post-Reverse Stock Split shares into which the pre-Reverse Stock Split shares were reclassified and combined. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after giving effect to the Reverse Stock Split.”
FOURTH: That the foregoing amendment was duly adopted by unanimous written consent of the directors Board of Directors pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the foregoing amendment was duly adopted by stockholders representing holders of a majority of the voting stock of the Corporation by written consent in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
SIXTH: This Certificate of Amendment shall become effective at 11:59 p.m. Eastern Time on April 20, 2026.
zSpace, Inc. has caused this certificate to be signed on April 14, 2026.
| By: | /s/ Paul Kellenberger |
|---|---|
| Title: | Chief Executive Officer |
| Name: | Paul Kellenberger |
| (Print or Type) |
Exhibit99.1
zSpaceAnnounces 1-for-25 Reverse Stock Split
SANJOSE, CA, April 17, 2026 – zSpace, Inc. (NASDAQ: ZSPC) (“zSpace” or the “Company”), a leading provider of augmented and virtual reality (AR/VR) solutions for education and workforce development, intends to implement a 1-for-25 reverse stock split of its common stock, par value $0.00001 per share (the “Common Stock”) with trading to begin on a split-adjusted basis at the market open April 21, 2026. Trading in the common stock will continue on The Nasdaq Capital Market under the symbol “ZSPC”. The reverse stock split is intended to increase the per-share trading price of the Common Stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The new CUSIP number for the Common Stock following the reverse stock split will be 98980W206.
The reverse stock split was approved by the Company’s Board of Directors on March 11, 2026, subject to stockholder approval, and the Company’s stockholders via written consent dated March 13, 2026.
Upon the effectiveness of the reverse stock split, every 25 shares of the Company’s issued and outstanding Common Stock will automatically be converted into one share of issued and outstanding Common Stock. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number. As of April 14, 2026, there were 75,981,805 shares of Common Stock outstanding, resulting in approximately 3,039,272 shares of Common Stock outstanding following the reverse stock split.
The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares.
Stockholders who hold registered shares of Common Stock in registered book-entry form will not need to take any action to receive their post-reverse stock split shares of Common Stock in registered book-entry form. Stockholders who hold their shares in certificated form will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective date of the reverse stock split with instructions on how to receive their post-reverse stock split shares of Common Stock. We do not expect stockholders who hold their shares in “street name” (that is, through a broker, bank, or other holder of record) will need to take any action for their accounts to reflect the post-reverse stock split quantity of shares they hold. Brokers, banks, and other nominees who hold Common Stock will process the reverse stock split for the beneficial owners of Common Stock. Such brokers, banks, and other nominees may implement different procedures than those to be followed by registered stockholders for processing the reverse stock split, particularly with respect to the treatment of fractional shares. Stockholders who hold shares of our Common Stock in “street name” and who have questions regarding the procedures of their broker, bank or other nominee for processing the reverse stock split are encouraged to contact the organization holding their shares.
AboutzSpace
zSpace, Inc. (NASDAQ: ZSPC) delivers innovative augmented and virtual reality (AR/VR) experiences that drive achievement in STEM, CTE, and career readiness programs. Trusted by over 3,500 school districts, technical centers, community colleges, and universities, zSpace enables hands-on “learning by doing” experiences proven to improve engagement and student outcomes. Headquartered in San Jose, California, zSpace holds more than 80 patents, with research published in the Journal of Computer Assisted Learning (2021) validating the impact of 3D virtual reality technologies on student knowledge gains.
Forward-LookingStatements
Certainstatements contained in this press release about future expectations, plans and prospects, as well as any other statements regardingmatters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private SecuritiesLitigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the long-term potential of ourbusiness, ability to execute with discipline, our positioning for scalable, global growth and delivering sustainable value for our customersand shareholders. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identifyforward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materiallyfrom those indicated by such forward-looking statements as a result of various important factors, including the uncertainties relatedto market conditions and other factors discussed in the “Risk Factors” section of the Company’s filings with the SEC.For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this pressrelease. Any forward-looking statements contained in this press release speak only as of the date hereof, and zSpace, Inc. specificallydisclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise,except as required by law.
Thispress release does not constitute a public offer of any securities for sale. Any securities offered privately will not be or have notbeen registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registrationor an applicable exemption from registration requirements.
Contacts
Press Contact:
Amanda Austin
press@zspace.com
408-498-4050
Investor Relations Contact:
Gateway Group
Cody Slach, Greg Robles
949.574.3860
ZSPC@gateway-grp.com