{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-007978","form_type":"8-K","ticker":"ZSPC","cik":"0001637147","company_name":"zSpace, Inc.","filed_at":"2026-01-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.708303+00:00","generated_at":"2026-05-16T06:27:53.158129+00:00","sec_items":["1.01","5.03","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"zSpace raises $3M in initial closing of up to $10M PIPE, issues Series P Preferred and warrants","bullets":["On Jan 23, 2026, zSpace signed a Securities Purchase Agreement with an institutional investor for up to $10M in Series P Preferred Stock and warrants.","At initial closing on Jan 27, 2026, investor purchased 1.5M shares of Series P Preferred at $2.00/share and warrants for 1M shares at $3.00 exercise price for $3M.","Series P Preferred carries an 18% annual cumulative dividend payable in additional Preferred shares, and holders may convert after 3 years.","zSpace filed a Certificate of Designations establishing the Series P Preferred Stock, with up to 5M shares authorized.","The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-007978","json":"https://secwatch.observer/filing/0001104659-26-007978.json","markdown":"https://secwatch.observer/filing/0001104659-26-007978.md","text":"https://secwatch.observer/filing/0001104659-26-007978.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/tm264035d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-16T06:27:53.158129+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8f86fa552eeae5fee1bf3119b2d1225b50ee4470","claim":"zSpace, Inc. issued 1,500,000 shares of Series P Preferred Stock of preferred stock to an institutional investor for aggregate purchase price of $3,000,000; $2.00 per share.","evidence_excerpt":"At the initial closing held on January 27, 2026 (the “Initial Closing”), the Purchaser purchased 1,500,000 shares of Series P Preferred Stock and Warrants to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $3,000,000.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"1,500,000 shares of Series P Preferred Stock"},{"label":"Purchaser","value":"an institutional investor"},{"label":"Consideration","value":"aggregate purchase price of $3,000,000; $2.00 per share"}],"fact_type":"equity_issuance"},{"claim_id":"a581e782fd4976b3e34aaaa06518cd7385bb30d7","claim":"zSpace, Inc. issued Warrants to purchase 1,000,000 shares of Common Stock of warrant to an institutional investor for initial exercise price $3.00 per share.","evidence_excerpt":"Stock for an aggregate purchase price of $3,000,000. The initial purchase price per share of Series P Preferred Stock was $2.00. The initial exercise price for the Warrants is $3.00 per share, subject to standard and customary adjustments. The Company and the Purchaser may mutually agree to additional closings within one year of the Initial Closing, up to an","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"Warrants to purchase 1,000,000 shares of Common Stock"},{"label":"Purchaser","value":"an institutional investor"},{"label":"Consideration","value":"initial exercise price $3.00 per share"}],"fact_type":"equity_issuance"},{"claim_id":"c39e523cb89eb258f79110164ec5894301b937ac","claim":"zSpace, Inc.: Filed Certificate of Designations establishing Series P Convertible Preferred Stock, with terms including cumulative 18% dividends, voting rights, and conversion provisions (effective 2026-01-27).","evidence_excerpt":"On January 27, 2026, the Company filed a Certificate of Designations of Series P Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-01-27"}],"fact_type":"governance_change"},{"claim_id":"7325d55c236fbb98d49264db904a47c4acd328ae","claim":"zSpace, Inc. entered into Securities Purchase Agreement with an institutional investor valued at $3,000,000 (effective 2026-01-23).","evidence_excerpt":"On January 23, 2026, zSpace, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser shares of the Company’s Series P Preferred Stock (as defined below), and five-year warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in one or more closings. At the initial closing held on January 27, 2026 (the “Initial Closing”), the Purchaser purchased 1,500,000 shares of Series P Preferred Stock and Warrants to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $3,000,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"an institutional investor"},{"label":"Value","value":"$3,000,000"},{"label":"Effective","value":"2026-01-23"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}