zSpace, Inc. 8-K

What Happened

• zSpace, Inc. announced it entered into a Securities Purchase Agreement (SPA) on January 23, 2026 with an institutional investor and completed an initial closing on January 27, 2026. At that Initial Closing the investor purchased Series P Convertible Preferred Stock and five‑year warrants to buy common stock for an aggregate $3,000,000.

Key Details

• Initial proceeds: $3,000,000 received at the Initial Closing (Jan 27, 2026).
• Securities sold: 1,500,000 shares of Series P Preferred Stock and warrants to purchase 1,000,000 shares of common stock.
• Prices/terms: Series P priced at $2.00 per share; warrant initial exercise price $3.00 per share (subject to customary adjustments); warrants have a five-year term.
• Additional funding: The SPA permits mutual agreement on additional closings within one year, up to an aggregate of $10,000,000 of purchases under the SPA.
• Corporate action: The company filed a Certificate of Designations for the Series P Preferred Stock with the Delaware Secretary of State (filed Jan 27, 2026).
• Sale status: The securities were issued in a private (unregistered) transaction, as reported in Item 3.02 of the 8‑K.

Why It Matters

• This transaction provides immediate capital (initial $3.0M) and a framework to raise up to $10.0M more over the next year, which can support operations or growth without a public offering.
• The issuance of preferred shares and warrants can dilute common shareholders if the preferred converts or the warrants are exercised; investors should review the Certificate of Designations and the full SPA and warrant forms (filed as exhibits) to understand conversion, liquidation preferences and anti‑dilution provisions.
• The financing is structured as a private placement with customary representations and indemnities, so retail investors should monitor future disclosures for any additional closings or material changes to capital structure.