zSpace, Inc. 8-K

What Happened

• zSpace, Inc. announced an amendment (dated March 16, 2026) to the Securities Purchase Agreement governing a senior secured convertible note financing that originally closed April 11, 2025. The original financing included a Note with a principal amount of $13,978,495.
• Under the amendment the Company and the institutional investor agreed to allow multiple closings and to proceed with a second closing anticipated on March 16, 2026. At that second closing zSpace will issue an Additional Note with an original principal amount of $4,301,075. The Additional Note matures March 15, 2028, has an initial conversion price of $0.28 per share and is subject to a floor price of $0.05 per share. Net proceeds are intended to repay about $2.0 million owed to the investor and for working capital and general corporate purposes.

Key Details

• Original Convertible Note Financing principal: $13,978,495 (closed April 11, 2025).
• Additional Note principal: $4,301,075; anticipated second closing date: March 16, 2026.
• Additional Note terms: maturity March 15, 2028; Initial Conversion Price $0.28/share; floor $0.05/share.
• Use of proceeds: ~ $2.0M to repay existing debt to the investor; remainder for working capital/general corporate purposes.

Why It Matters

• This amendment increases zSpace’s secured convertible debt exposure by $4.3M, which affects the company’s capital structure and near-term obligations (maturity in 2028).
• The Additional Note can convert into common stock at $0.28 per share (subject to the stated floor), so conversion would dilute existing shareholders if exercised. Investors should monitor potential dilution and any future conversions or additional closings under the amended agreement.
• Repayment of roughly $2.0M of existing debt to the same investor reduces one liability but replaces it with convertible debt tied to equity conversion terms; the net effect on liquidity and shareholder value depends on future conversions and company performance.