Form 8-K

8-K — zSpace, Inc.

Accession: 0001104659-26-107972

Filed: 2026-09-15

Period: 2026-09-09

CIK: 0001637147

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625490d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625490d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001637147

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 9, 2026

zSpace, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-42431

35-2284050

(State or other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS Employer

Identification No.)

226 Airport Parkway

San Jose, California

95110

(Address of Principal Executive Offices)

(zip code)

(408) 498-4050

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

ZSPC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company x

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Transfer of Listing.

On September 15, 2026, zSpace, Inc. (the “Company”)

provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”), in accordance with Nasdaq Listing Rule 5840(j), of the

Company’s intention to voluntarily withdraw its common stock, par value $0.00001 per share (the “Common Stock”), from

listing on The Nasdaq Capital Market and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”). The Company intends to file a Form 25, Notification of Removal from Listing and/or Registration, with the

U.S. Securities and Exchange Commission (the “SEC”) on or about September 25, 2026.

The determination to withdraw the Common Stock

from listing and registration was authorized by the Company’s board of directors (the “Board”) on September 9, 2026.

In reaching its determination, the Board considered a number of factors, including: that trading in the Common Stock on Nasdaq has been

suspended since April 28, 2026, and that the Company’s appeal of Nasdaq’s delisting determination has concluded; that Nasdaq

has not yet filed a Form 25 to complete the removal of the Common Stock from listing and registration, and that a voluntary filing by

the Company would provide certainty as to the timing of the delisting and deregistration process; the substantial direct and indirect

costs of maintaining the registration of the Common Stock and complying with the reporting and related requirements of the Exchange Act;

the limited benefits to the Company and its stockholders of continued listing and registration in light of the trading suspension; and

the demands that continued compliance places on management’s time and the Company’s resources.

As previously disclosed, on April 21, 2026, the

Company received a determination from the Listing Qualifications Department of Nasdaq to delist the Common Stock, and trading in the Common

Stock on Nasdaq has been suspended since April 28, 2026. On August 6, 2026, a Nasdaq Hearings Panel denied the Company’s appeal

of that determination, and the period to request review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council

expired on August 21, 2026.

Item 7.01. Regulation FD Disclosure.

In accordance with Rule 12d2-2(c) under the Exchange

Act, on September 15, 2026 the Company issued a press release announcing its intention to withdraw the Common Stock from listing and registration

and posted notice of that intention on the Company’s website at investor.zspace.com. A copy of the press release issued by the Company

on September 15, 2026, announcing its intention to withdraw the Common Stock from listing and registration is furnished herewith as Exhibit

99.1 to the Current Report on Form 8-K. The Company expects that the delisting of the Common Stock will become effective ten days after

the filing of the Form 25, on or about October 5, 2026, and that the registration of the Common Stock under Section 12(b) of the Exchange

Act will terminate 90 days after the filing of the Form 25, on or about December 24, 2026.

In accordance with General Instruction B.2 of Form

8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities

Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information

under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained

herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Forward-Looking

Statements

This

Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including statements

regarding the anticipated timing and effects of the Form 25 filing and the delisting and deregistration of the Company’s Common

Stock. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”

“should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking

statements, although not all forward-looking statements contain these identifying words. These statements are subject to risks and uncertainties

that could cause actual results to differ materially, including the timing of regulatory processes and the actions of third parties, including

Nasdaq and the SEC and other factors discussed in the “Risk Factors” section of the Company’s filings with the SEC.

For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this Current

Report on Form 8-K. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and

the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future

events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The

following exhibit is filed herewith:

Exhibit

No.

Exhibit

Description

99.1

Press release dated September 15, 2026 entitled “zSpace,

Inc. Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Common Stock with the SEC”

104

Cover Page Interactive Data File (embedded within the

inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: September 15, 2026

zSpace, Inc.

By:

/s/ Erick DeOliveira

Erick DeOliveira

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625490d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

zSpace, Inc.

Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Common Stock with the SEC

Delisting of

Common Stock Expected to Become Effective October 5, 2026

SAN JOSE, Calif. — September 15,

2026 — zSpace, Inc. (“zSpace” or the “Company”) (OTC: ZSPC) announces its intention to voluntarily

delist its common stock from The Nasdaq Stock Market LLC (“Nasdaq”) and to deregister its common stock under Section 12(b) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has provided written notice of its intention

to Nasdaq and intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about September 25,

2026.

As previously disclosed, on April 21,

2026, the Company received a determination from the Listing Qualifications Department of Nasdaq to delist the Company’s common

stock and trading of the Company’s common stock on Nasdaq has been suspended since April 28, 2026. On August 6, 2026,

a Nasdaq Hearings Panel denied the Company’s appeal of that determination, and the period for further appeal expired on August 21,

2026. Nasdaq has not yet filed a Form 25 to complete the removal of the Company’s common stock from listing and registration.

The Company’s board of directors determined to proceed with a voluntary filing in order to provide certainty as to the timing of

the delisting and deregistration process.

The Company expects that the delisting

of its common stock will become effective ten days after the filing of the Form 25, on or about October 5, 2026, and that the

deregistration of the common stock under Section 12(b) of the Exchange Act will become effective 90 days after the filing,

on or about December 24, 2026. Thereafter, the Company intends to file a Form 15 with the SEC in early January 2027 to

suspend its remaining reporting obligations under the Exchange Act. Upon the filing of the Form 15, the Company’s obligations

to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. The Company reserves

its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary.

In reaching its determination, the board

of directors considered, among other factors, that trading of the Company’s common stock on Nasdaq has been suspended since April 2026

and that the appeal process has concluded; the substantial costs, both direct and indirect, of maintaining the registration of the common

stock and complying with SEC reporting requirements; the limited benefits the Company receives from continued registration in light of

the suspension; and the demands that compliance places on management’s time and the Company’s resources.

The Company’s common stock is

currently quoted on the OTC market under the symbol “ZSPC” and is expected to continue to be quoted following the delisting

and deregistration. There can be no assurance, however, that any broker-dealer will continue to make a market in, or quote, the Company’s

common stock.

The Company is posting this press release

on its website at investor.zspace.com and will file a Current Report on Form 8-K with the SEC regarding the matters described

above.

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated

timing and effects of the Form 25 and Form 15 filings, the delisting and deregistration of the Company’s common stock,

the suspension of the Company’s reporting obligations, and the continued quotation of the Company’s common stock on the OTC

market. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”

“should,” “target,” “will,” “would” and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are subject

to risks and uncertainties that could cause actual results to differ materially, including the timing of regulatory processes, the actions

of third parties, including Nasdaq, the SEC and broker-dealers and other factors discussed in the “Risk Factors” section

of the Company’s filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon

any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of

the date hereof, and zSpace, Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result

of new information, future events or otherwise, except as required by law.

About zSpace, Inc.

zSpace, Inc. (OTC: ZSPC) delivers

innovative augmented and virtual reality (AR/VR) experiences that drive achievement in STEM, CTE, and career readiness programs. Trusted

by over 3,500 school districts, technical centers, community colleges, and universities, zSpace enables hands-on "learning by doing"

experiences proven to improve engagement and student outcomes. Headquartered in San Jose, California, zSpace holds more than 80 patents,

with research published in the Journal of Computer Assisted Learning (2021) validating the impact of 3D virtual reality technologies

on student knowledge gains.

###

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