ZSPC 8-K
zSpace, Inc. (ZSPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Transfer of Listing. |
On September 15, 2026, zSpace, Inc. (the “Company”) provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”), in accordance with Nasdaq Listing Rule 5840(j), of the Company’s intention to voluntarily withdraw its common stock, par value $0.00001 per share (the “Common Stock”), from listing on The Nasdaq Capital Market and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 25, Notification of Removal from Listing and/or Registration, with the U.S. Securities and Exchange Commission (the “SEC”) on or about September 25, 2026.
The determination to withdraw the Common Stock from listing and registration was authorized by the Company’s board of directors (the “Board”) on September 9, 2026. In reaching its determination, the Board considered a number of factors, including: that trading in the Common Stock on Nasdaq has been suspended since April 28, 2026, and that the Company’s appeal of Nasdaq’s delisting determination has concluded; that Nasdaq has not yet filed a Form 25 to complete the removal of the Common Stock from listing and registration, and that a voluntary filing by the Company would provide certainty as to the timing of the delisting and deregistration process; the substantial direct and indirect costs of maintaining the registration of the Common Stock and complying with the reporting and related requirements of the Exchange Act; the limited benefits to the Company and its stockholders of continued listing and registration in light of the trading suspension; and the demands that continued compliance places on management’s time and the Company’s resources.
As previously disclosed, on April 21, 2026, the Company received a determination from the Listing Qualifications Department of Nasdaq to delist the Common Stock, and trading in the Common Stock on Nasdaq has been suspended since April 28, 2026. On August 6, 2026, a Nasdaq Hearings Panel denied the Company’s appeal of that determination, and the period to request review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council expired on August 21, 2026.
| Item 7.01. | Regulation FD Disclosure. |
In accordance with Rule 12d2-2(c) under the Exchange Act, on September 15, 2026 the Company issued a press release announcing its intention to withdraw the Common Stock from listing and registration and posted notice of that intention on the Company’s website at investor.zspace.com. A copy of the press release issued by the Company on September 15, 2026, announcing its intention to withdraw the Common Stock from listing and registration is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K. The Company expects that the delisting of the Common Stock will become effective ten days after the filing of the Form 25, on or about October 5, 2026, and that the registration of the Common Stock under Section 12(b) of the Exchange Act will terminate 90 days after the filing of the Form 25, on or about December 24, 2026.
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.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated timing and effects of the Form 25 filing and the delisting and deregistration of the Company’s Common Stock. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the timing of regulatory processes and the actions of third parties, including Nasdaq and the SEC 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 Current Report on Form 8-K. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release dated September 15, 2026 entitled “zSpace, Inc. Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Common Stock with the SEC” | |
| 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: September 15, 2026 | zSpace, Inc. | |
| By: | /s/ Erick DeOliveira | |
| Erick DeOliveira | ||
| Chief Financial Officer | ||
Exhibit 99.1
zSpace, Inc. Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Common Stock with the SEC
Delisting of Common Stock Expected to Become Effective October 5, 2026
SAN JOSE, Calif. — September 15, 2026 — zSpace, Inc. (“zSpace” or the “Company”) (OTC: ZSPC) announces its intention to voluntarily delist its common stock from The Nasdaq Stock Market LLC (“Nasdaq”) and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has provided written notice of its intention to Nasdaq and intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about September 25, 2026.
As previously disclosed, on April 21, 2026, the Company received a determination from the Listing Qualifications Department of Nasdaq to delist the Company’s common stock and trading of the Company’s common stock on Nasdaq has been suspended since April 28, 2026. On August 6, 2026, a Nasdaq Hearings Panel denied the Company’s appeal of that determination, and the period for further appeal expired on August 21, 2026. Nasdaq has not yet filed a Form 25 to complete the removal of the Company’s common stock from listing and registration. The Company’s board of directors determined to proceed with a voluntary filing in order to provide certainty as to the timing of the delisting and deregistration process.
The Company expects that the delisting of its common stock will become effective ten days after the filing of the Form 25, on or about October 5, 2026, and that the deregistration of the common stock under Section 12(b) of the Exchange Act will become effective 90 days after the filing, on or about December 24, 2026. Thereafter, the Company intends to file a Form 15 with the SEC in early January 2027 to suspend its remaining reporting obligations under the Exchange Act. Upon the filing of the Form 15, the Company’s obligations to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. The Company reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary.
In reaching its determination, the board of directors considered, among other factors, that trading of the Company’s common stock on Nasdaq has been suspended since April 2026 and that the appeal process has concluded; the substantial costs, both direct and indirect, of maintaining the registration of the common stock and complying with SEC reporting requirements; the limited benefits the Company receives from continued registration in light of the suspension; and the demands that compliance places on management’s time and the Company’s resources.
The Company’s common stock is currently quoted on the OTC market under the symbol “ZSPC” and is expected to continue to be quoted following the delisting and deregistration. There can be no assurance, however, that any broker-dealer will continue to make a market in, or quote, the Company’s common stock.
The Company is posting this press release on its website at investor.zspace.com and will file a Current Report on Form 8-K with the SEC regarding the matters described above.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated timing and effects of the Form 25 and Form 15 filings, the delisting and deregistration of the Company’s common stock, the suspension of the Company’s reporting obligations, and the continued quotation of the Company’s common stock on the OTC market. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the timing of regulatory processes, the actions of third parties, including Nasdaq, the SEC and broker-dealers 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 press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and zSpace, Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
About zSpace, Inc.
zSpace, Inc. (OTC: 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.
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