---
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"
generated_at: "2026-05-16T06:27:53.158129+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# zSpace raises $3M in initial closing of up to $10M PIPE, issues Series P Preferred and warrants

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 5.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-007978
- JSON: https://secwatch.observer/filing/0001104659-26-007978.json
- Plain text: https://secwatch.observer/filing/0001104659-26-007978.txt

## Key facts
- Equity Issuances
  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.
  - Security: preferred stock
  - Shares: 1,500,000 shares of Series P Preferred Stock
  - Purchaser: an institutional investor
  - Consideration: aggregate purchase price of $3,000,000; $2.00 per share
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm
- Equity Issuances
  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.
  - Security: warrant
  - Shares: Warrants to purchase 1,000,000 shares of Common Stock
  - Purchaser: an institutional investor
  - Consideration: initial exercise price $3.00 per share
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2026-01-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm
- Material Agreements
  zSpace, Inc. entered into Securities Purchase Agreement with an institutional investor valued at $3,000,000 (effective 2026-01-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an institutional investor
  - Value: $3,000,000
  - Effective: 2026-01-23
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/0001104659-26-007978-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.