{"url_path":"/sec/zspc/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1637147/0001104659-26-068595-index.html","accession_number":"0001104659-26-068595","cik":"0001637147","ticker":"ZSPC","issuer_name":"zSpace, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1637147/0001104659-26-068595-index.html","primary_entity_key":"0001637147","primary_entity_name":"zSpace, Inc."},"word_count":1507,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement****.**\n\n \n\n**Overview**\n\n \n\nOn May 28, 2026, zSpace, Inc. (the “Company”),\nentered into a series of related agreements and corporate actions to restructure approximately $12.0 million of outstanding indebtedness\nowed to two noteholders: 3i, LP, a Delaware limited partnership (“3i”), and Fiza Investments Limited, a Cayman Islands entity\n(“Fiza” and, together with 3i, the “Holders”). The transactions consist of (i) the conversion of a portion\nof the amounts owed to 3i and all amounts owed to Fiza into shares of the Company’s common stock, par value $0.00001 per share (“Common\nStock”), and a newly created series of preferred stock designated as Series P-2 Convertible Preferred Stock (“Series P-2\nPreferred”), (ii) the amendment of 3i’s remaining senior convertible note, (iii) the amendment of the Certificate\nof Designations of the Company’s Series P Convertible Preferred Stock, and (iv) the creation of the new Series P-2\nPreferred, each as described in more detail below.\n\n \n\n**3i Debt Restructuring Agreement**\n\n \n\nOn May 28, 2026 (the “Closing Date”),\nthe Company entered into a Debt Restructuring Agreement (the “3i Agreement”) with 3i. Pursuant to the 3i Agreement, 3i agreed\nto convert an aggregate of $2,000,000 of outstanding principal and other owed amounts under its senior secured convertible notes into\nshares of Common Stock. Specifically, the converted amount consists of (i) $789,110 (the “First Note Converted Amount”)\nof outstanding principal and other owed amounts under a senior secured convertible note originally issued on April 11, 2025 in the\noriginal principal amount of $13,978,495 (the “First Note”), and (ii) an amount of interest and Make-Whole Amounts (as\ndefined in the Second Note) equal to $2,000,000 minus the First Note Converted Amount, drawn from a senior secured convertible note issued\non March 16, 2026 in the original principal amount of $4,301,075 (the “Second Note”). Conversion of the First Note Converted\nAmount fully satisfies and discharges all obligations under the First Note.\n\n \n\nThe conversion price for the shares of Common Stock\nissuable to 3i pursuant to the 3i Agreement is $0.2385 per share, a fixed price equal to 150% of the closing price of the Common Stock\non the OTC Markets on the trading day immediately preceding the Closing Date. The number of shares of Common Stock issuable to 3i pursuant\nto the 3i Agreement is equal to $2,000,000 divided by such conversion price, rounded up to the nearest whole share.\n\n \n\nSimultaneously, the Second Note (as reduced by\nthe converted amounts described above) was amended effective as of the Closing Date (as so amended, the “Amended Note”). Under\nthe Amended Note, 3i will be subject to a nine (9)-month conversion moratorium during which it may not exercise any conversion right.\nCommencing on the date that is nine (9) months after the Closing Date, the Company will be obligated to repay the Amended Note in\nnine (9) equal consecutive monthly installments of combined principal, interest and Make-Whole Amounts (as defined in the Amended\nNote), with the final installment due eighteen (18) months after the Closing Date.\n\n \n\nThe 3i Agreement also includes customary representations\nand warranties of the parties, a limitation on the beneficial ownership of 3i in the Company’s Common Stock of 4.99% of the total\noutstanding Common Stock immediately after giving effect to such issuance (increasing to 9.99% on or after June 20, 2026), and a\n60-day standstill on 3i’s ability to declare an Event of Default (as defined in the Amended Note) as a result of the Company’s\nCommon Stock being suspended from trading on Nasdaq.\n\n \n\n**Fiza Debt Conversion Agreement**\n\n \n\nOn May 28, 2026, the Company also entered\ninto, and consummated the transactions contemplated by, a Debt Conversion Agreement (the “Fiza Agreement”) with Fiza. Fiza\nheld outstanding debt owed by the Company in the aggregate amount of $10,003,915.76, consisting of $7,201,694.89 in principal (the “Principal”)\nand $2,802,220.87 in accrued interest (the “Interest”), evidenced by one or more promissory notes or loan agreements.\n\n \n\n \n\n \n\n \n\nPursuant to the Fiza Agreement, Fiza agreed to\nconvert: (i) the Principal into shares of Common Stock at a fixed conversion price equal to $0.2385 per share, 150% of the closing\nprice of the Common Stock on the OTC Markets on the trading day immediately preceding the Closing Date; and (ii) the Interest into\nshares of the newly created Series P-2 Preferred at a fixed conversion price of $1.00 per share, resulting in the issuance of 2,802,221\nshares of Series P-2 Preferred to Fiza. The Fiza Agreement includes customary representations, warranties and covenants of the parties.\n\n \n\n**Amendment to Series P Convertible Preferred Stock**\n\n \n\nIn connection with the foregoing transactions,\non May 28, 2026, the Board of Directors of the Company (the “Board”), with the prior written consent of the holder of\nall of the outstanding shares of Series P Convertible Preferred Stock, approved, and directed the Company to file with the Secretary\nof State of the State of Delaware, a Certificate of Amendment to the Certificate of Designations of Series P Convertible Preferred\nStock of zSpace, Inc. (the “Series P Amendment”). The Series P Amendment: (i) reduces the authorized number\nof shares of Series P Convertible Preferred Stock from 5,000,000 to 2,000,000 shares; and (ii) reduces the current Conversion\nPrice of the Series P Convertible Preferred Stock to $1.00 per share. All other terms of the Certificate of Designations of Series P\nConvertible Preferred Stock were not affected by the Series P Amendment.\n\n \n\n**Certificate of Designations of Series P-2 Convertible Preferred\nStock**\n\n \n\nOn May 28, 2026, the Board approved a Certificate\nof Designations of Series P-2 Convertible Preferred Stock of zSpace, Inc. (the “Series P-2 COD”), creating\na new series of preferred stock designated as “Series P-2 Convertible Preferred Stock” upon filing with the Secretary\nof State of the State of Delaware. The principal terms of the Series P-2 Preferred are as follows:\n\n \n\nDesignation and Amount. Up to 3,000,000\nshares of Series P-2 Preferred are authorized, par value $0.00001 per share, with a stated value of $1.00 per share. Series P-2\nPreferred ranks pari passu with the Series P Convertible Preferred Stock and senior to Common Stock and all other junior shares as\nto payment of dividends, distribution of assets upon liquidation, and redemption rights.\n\n \n\nDividends. Each share of Series P-2\nPreferred is entitled to cumulative dividends at a rate of 18% per annum, payable annually, compounding annually from the original issue\ndate. Dividends are payable only in shares of Series P-2 Preferred. No dividends may be paid on shares junior to the Series P-2\nPreferred unless dividends on Series P-2 Preferred have first been paid in full.\n\n \n\nVoting Rights. Series P-2 Preferred\nvotes on an as-converted basis together with the Common Stock. So long as any shares of Series P-2 Preferred remain outstanding,\nthe Company may not, without the affirmative vote of a majority of the outstanding shares of Series P-2 Preferred, (a) alter\nor change the powers, preferences or rights of the Series P-2 Preferred, (b) authorize or create any class of stock ranking\nsenior to or pari passu with the Series P-2 Preferred (other than Series P), (c) amend the Certificate of Incorporation\nin any manner adversely affecting Series P-2 Preferred holders, (d) increase the authorized shares of preferred stock, or (e) enter\ninto any agreement with respect to the foregoing.\n\n \n\nLiquidation. Upon any liquidation, dissolution,\nwinding-up, or Change of Control Transaction (as defined in the Series P-2 COD), holders of Series P-2 Preferred are entitled\nto receive, for each share, before any distribution to holders of junior shares, an amount equal to the greater of (a) the stated\nvalue plus accrued and unpaid dividends and other amounts due, or (b) the amount such holder would receive if the share had been\nconverted into Common Stock at the then-applicable conversion price immediately prior to such event.\n\n \n\nConversion. Each share of Series P-2\nPreferred is convertible into Common Stock at the option of the holder beginning on the third anniversary of the original issue date.\nThe conversion price is equal to the stated value ($1.00) plus accrued dividends, divided by the then-applicable conversion price (initially\n$1.00 per share of Common Stock, subject to customary anti-dilution adjustments). Conversion is subject to a 4.99% (or 9.99% at the holder’s\nelection) beneficial ownership limitation.\n\n \n\n \n\n \n\n \n\n**Exemption from Registration**\n\n \n\nThe shares of Common Stock and Series P-2\nPreferred issued or to be issued in connection with the transactions described above are being issued in reliance upon exemptions from\nregistration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as transactions\nnot involving a public offering. Each of the Holders has represented that it is an “accredited investor” within the meaning\nof Rule 501 under the Securities Act.\n\n \n\nThe foregoing descriptions of the 3i Agreement,\nthe Fiza Agreement, the Series P Amendment, and the Series P-2 COD are summaries only, do not purport to be complete, and are\nqualified in their entirety by reference to the full text of each of these agreements and corporate documents, copies of which are filed\nas exhibits to this Current Report on Form 8-K and are incorporated herein by reference."}