zSpace, Inc. Announces Amendment to Securities Purchase Agreement and Additional Convertible Note Financing

Key Points

• zSpace, Inc. (NASDAQ: ZSPC) entered into an amendment to its existing Securities Purchase Agreement with an institutional investor on March 16, 2026.
• The amendment enables multiple closings under the agreement, rather than just two previously anticipated.
• The company will proceed with a Second Closing on March 16, 2026, issuing an additional senior secured convertible note (“Additional Note”) with an original principal amount of \$4,301,075.
• The proceeds from the Additional Note will be used to repay approximately \$2 million of existing debt owed to the investor, with the remainder for working capital and general corporate purposes.
• The Additional Note has a maturity date of March 15, 2028, an initial conversion price of \$0.28 per share, and a floor price of \$0.05 per share.
• The structure and terms are substantially similar to those of the prior note issued in April 2025, with key changes as noted above.
• zSpace, Inc. continues to be classified as an Emerging Growth Company under the Securities Act definitions.

Details and Shareholder Considerations

On March 16, 2026, zSpace, Inc. (the “Company”) announced a significant development for shareholders and investors. The Company amended its Securities Purchase Agreement with an institutional investor, originally entered into on April 10, 2025. This amendment allows for multiple closings under the agreement as opposed to the previously planned two, providing the Company with increased flexibility in its capital raising efforts.

As part of this amendment, the Company expects to complete a Second Closing, issuing an additional senior secured convertible note (“Additional Note”) in the principal amount of \$4,301,075. The proceeds from this note are earmarked for the repayment of approximately \$2 million in existing debt to the investor. The remaining funds will be used for working capital and to further the Company’s general corporate objectives.

Convertible Note Terms:

• Maturity Date: March 15, 2028
• Initial Conversion Price: \$0.28 per share
• Floor Price: \$0.05 per share
• Nature: Senior secured convertible note, similar in form to the prior note issued in April 2025

The amendment and additional funding are significant for several reasons:

• It provides additional liquidity to the Company, which may support ongoing operations and strategic initiatives.
• The conversion feature at \$0.28 per share (with a \$0.05 floor) could potentially lead to dilution of existing shareholders if the notes are converted into equity, especially if the Company’s share price trades near or below the conversion or floor price.
• Use of proceeds to reduce existing debt improves the balance sheet, but the convertible structure introduces the possibility of increased outstanding shares in the future.

Shareholders should also note that zSpace, Inc. remains an Emerging Growth Company, which affects its reporting obligations and access to certain regulatory accommodations.

The Company has attached the full text of the Amendment as an exhibit to this Form 8-K, and the summary herein is qualified in its entirety by reference to that document.

Potential Impact on Share Value

This announcement is price sensitive and may impact zSpace, Inc.’s share value for the following reasons:

• New Funding: The additional \$4.3 million in convertible debt provides the Company with immediate liquidity, reducing financial risk.
• Shareholder Dilution Risk: The conversion feature of the note, particularly with a low floor price, could lead to significant dilution if the notes are converted into common stock at prices below the current market value.
• Debt Reduction: Repayment of \$2 million in existing debt may strengthen the balance sheet and improve creditworthiness, which could be viewed positively by investors.
• Signaling: The ability to amend the agreement for more flexible closings may indicate ongoing negotiations with investors and a proactive approach to capital management.

Conclusion

Investors should closely monitor zSpace, Inc.’s future SEC filings and announcements regarding further closings, conversions, and use of funds, as these developments could materially affect the Company’s capital structure and share price.

Disclaimer

This article is provided for informational purposes only and does not constitute investment advice, an offer, or a solicitation to buy or sell any securities. Investors should conduct their own research or consult with a qualified financial advisor before making investment decisions. The information herein is based on filings made with the U.S. Securities and Exchange Commission as of March 16, 2026, and may be subject to change without notice.

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