zSpace, Inc. 8-K

What Happened

• zSpace, Inc. announced an Amendment #2 to its Senior Secured Convertible Note effective January 8, 2026 with an institutional holder. The Note was originally issued April 11, 2025 with an original principal amount of $13,978,495.
• The Amendment revises the Note’s definitions: the “Floor Price” for the Company’s common stock was reduced from $0.60 to $0.22 per share (subject to adjustment for stock splits/recapitalizations), and the minimum VWAP requirement in the “Equity Conditions” was lowered from $0.75 to $0.30 over the 20 trading days prior to the applicable date. Except as amended, all other terms of the Note remain in full force.

Key Details

• Effective date of amendment: January 8, 2026.
• Original Note principal: $13,978,495 (dated April 11, 2025).
• Floor Price changed: $0.60 → $0.22 per share (adjustable for splits/recaps).
• VWAP equity test changed: $0.75 → $0.30 (20 trading day VWAP threshold).

Why It Matters

• The changes lower the stock-price thresholds that must be met before zSpace can satisfy certain payment provisions by issuing common stock (the “Equity Conditions”). That makes it easier for the company to use equity to satisfy installments tied to the Note at lower share prices.
• For investors, this amendment affects the potential timing and economics of conversions or share issuances tied to the convertible note and may influence dilution and holder conversion outcomes compared with the prior thresholds.