UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~January~~March 2313, 2026

ZSPACE, INC.

(Exact name of registrant as specified in charter)

Delaware		001-42431		35-2284050
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

55 Nicholson Lane

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨	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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~January~~March 2313, 2026, stockholders of zSpace, Inc. (the “Company”), holding shares of outstanding common stock of the Company, par value $0.00001 per share (“Common ~~entered~~Stock”), ~~into~~representing in excess of a ~~Securities~~majority ~~Purchase~~of ~~Agreement~~the outstanding votes of the capital stock of the Company (the “~~SPA~~Consenting Stockholders”) ~~with~~as anof ~~institutional~~the ~~investor~~record date of March 12, 2026 (the “~~Purchaser~~Record Date”), ~~pursuant~~took action by written consent and without a meeting pursuant to ~~which~~Section 228 of the Delaware General Corporation Law and the Company’s ~~agreed~~Amended toand ~~issue~~Restated Certificate of Incorporation and ~~sell~~Bylaws to(the “Written Consent”). The Written Consent: (i) authorized the ~~Purchaser~~Company’s ~~shares~~board of directors (the “Board”) to effect a reverse split of the Company’s ~~Series~~issued Pand ~~Preferred~~outstanding Common Stock (asthe ~~defined~~“Reverse ~~below),~~Stock ~~and~~Split”) ~~five~~in a ratio of no less than 1-~~year~~for-15 ~~warrants~~and no more than 1-for-25 (the “~~Warrants~~Range”); (ii) authorized the Board to ~~purchase~~determine whether ~~shares~~or ofnot to effect the ~~Company’s~~Reverse ~~common~~Stock ~~stock~~Split and to determine the exact ratio of any Reverse Stock Split within the Range, ~~par~~each ~~value~~as determined ~~$0.00001~~by ~~per~~the ~~share~~Board in its discretion at any time prior to the one year anniversary of the filing of a Definitive Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission (the “~~Common~~SEC”) pertaining to the Reverse Stock” Split; and (iii) approved inthe ~~one~~form orof ~~more~~amendment ~~closings~~to the Amended and Restated Certificate of Incorporation effecting the Reverse Stock Split and the subsequent filing thereof with the Secretary of State for the State of Delaware.

AtPursuant ~~the~~to ~~initial~~rules ~~closing held on January 27, 2026~~adopted (by the ~~“Initial~~SEC ~~Closing”),~~under the ~~Purchaser~~Securities ~~purchased~~Exchange ~~1,500,000~~Act ~~shares~~ of ~~Series P Preferred Stock and Warrants to purchase 1~~1934,~~000,000 shares~~ ofa ~~Common~~Definitive ~~Stock~~Information ~~for~~Statement anon ~~aggregate~~Schedule ~~purchase~~14C ~~price~~will ofbe ~~$3,000,000.~~filed ~~The~~with ~~initial~~the ~~purchase~~SEC ~~price per share of Series P Preferred Stock~~and ~~was~~be ~~$2.00.~~sent ~~The~~or ~~initial~~provided ~~exercise~~to ~~price for~~ the ~~Warrants~~stockholders isof ~~$3.00~~the ~~per share, subject to standard and customary adjustments~~Company. The ~~Company and~~Written ~~the~~Consent ~~Purchaser~~will ~~may~~be ~~mutually~~effective ~~agree~~20 todays ~~additional~~after ~~closings within one year of~~ the ~~Initial~~Definitive ~~Closing, up to an aggregate limit of $10,000,000~~Information ~~for~~Statement ~~all~~on ~~purchases~~Schedule ~~under~~14C ~~the~~relating ~~SPA.~~to ~~The~~such ~~SPA~~consent ~~contains~~is ~~customary~~mailed ~~representations,~~to ~~warranties and indemnification provisions~~stockholders.

AsOn ~~further~~the ~~described~~Record ~~under~~Date, ~~Item~~there ~~5.03~~were ofissued ~~this~~and ~~Current~~outstanding ~~Report~~shares onof ~~Form~~the ~~8-K~~Company’s capital stock representing 37,142,955 votes. As of the ~~Company~~Record ~~filed~~Date, the ~~Certificate~~Consenting ofStockholders ~~Designations~~held, in the aggregate, capital stock entitled to 18,694,538 votes (on an as ~~defined~~converted ~~below~~basis), ~~with~~representing ~~the~~50.33% ~~Secretary~~ of ~~State~~the outstanding voting power of the ~~State~~Company’s ofstockholders. ~~Delaware for~~As the ~~establishment~~Reverse ~~and~~Stock ~~designation~~Split ofwas approved by the ~~Series~~Written PConsent, ~~Preferred~~there ~~Stock~~were no votes against, abstaining or broker non-votes in relation to these matters.

~~The~~Forward-Looking foregoing description of the Warrants and the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant and the SPA, which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and are incorporated herein by reference.Statements

~~Item~~This 3Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.02S. ~~Unregistered~~federal ~~Sales~~securities laws. Forward-looking statements can be identified by words such as “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. Examples of ~~Equity~~forward-looking statements in this Current Report on Form 8-K include, the potential implementation of the Reverse Stock Split, any potential final ratio of the Reverse Stock Split, the potential filing of an amendment to the Amended and Restated Certificate of Incorporation, and the intentions to file a Definitive Information Statement on Schedule 14C. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that the Company will determine to file a Definitive Information Statement on Schedule 14C or that the Company will implement the Reverse Stock Split and the other important factors described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024 and its other filings with the SEC. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The securities described in Items 1.01 and 5.03 of this Current Report on Form 8-K were, or will be, offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. The Company relied on this exemption based on representations made by the Purchaser, including that the Purchaser is an “accredited investor” as defined in Rule 501 under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2026, the Company filed a Certificate of Designations of Series P Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The Certificate of Designations establishes a new series of preferred stock designated as “Series P Convertible Preferred Stock” (the “Series P Preferred Stock”) and authorizes the issuance of up to 5,000,000 shares of Series P Preferred Stock, par value $0.00001 per share.

Each share of Series P Preferred Stock has a stated value of $2.00, subject to adjustment as set forth in the Certificate of Designations (the “Stated Value”). Holders of Series P Preferred Stock are entitled to receive cumulative dividends at a rate of eighteen percent (18%) per annum, payable annually. Dividends accrue and compound annually and are payable solely in additional shares of Series P Preferred Stock.

In the event of any liquidation, dissolution, or winding-up of the Company, or a Change of Control Transaction (as defined in the Certificate of Designations), holders of Series P Preferred Stock are entitled to receive, prior to any distribution to holders of junior securities, an amount per share equal to the Stated Value plus any accrued and unpaid dividends.

The Series P Preferred Stock votes together with the Company’s Common Stock on an as-converted basis. Additionally, as long as any shares of Series P Preferred Stock remain outstanding, the Company cannot take certain actions without the affirmative vote of the holders of a majority of the outstanding Series P Preferred Stock. These actions include, among others: (a) adversely altering the rights of the Series P Preferred Stock; (b) creating any class of stock senior to or pari passu with the Series P Preferred Stock; or (c) amending the Company’s Certificate of Incorporation in a manner that adversely affects the holders.

Beginning on the third anniversary of the Original Issue Date (as defined in the Certificate of Designations), holders may opt to convert their shares of Series P Preferred Stock into shares of Common Stock. The conversion rate is determined by dividing the Stated Value (plus accrued unpaid dividends) by the “Conversion Price.” The initial “Conversion Price” is the Stated Value ($2.00) and is subject to adjustment for stock splits, stock dividends, and similar events. All outstanding shares of Series P Preferred Stock will automatically convert into shares of Common Stock on the fifth anniversary of the Original Issue Date. For the automatic conversion occurring on the fifth anniversary of the Original Issue Date, the conversion rate is the lower of (y) the Conversion Price and (z) 80% of the 90-Day VWAP of the Company’s Common Stock.

The Series P Preferred Stock may not be converted if such conversion would result in the holder (together with its affiliates) beneficially owning in excess of 4.99% of the Company’s outstanding Common Stock. A holder may increase or decrease this limitation upon notice to the Company, up to a maximum of 9.99%, provided that any increase will not be effective until the 61st day after such notice. The Company is prohibited from issuing shares of Common Stock upon conversion of the Series P Preferred Stock if such issuance would breach the Company’s obligations under the rules of the Trading Market (the “Exchange Cap”), unless shareholder approval is obtained.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, which is filed herewith as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
3.1		Certificate of Designations of Series P Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on January 27, 2026.
4.1		Form of Warrant.
10.1†		Securities Purchase Agreement dated January 23, 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)
†		Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 29, 2026	zSpace, Inc.
Date: March 13, 2026	zSpace, Inc.
	By:	/s/ Erick DeOliveira
		Erick DeOliveira
		Chief Financial Officer

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