zSpace Inc.

03/13/2026 | Press release | Distributed by Public on 03/13/2026 15:03

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 13, 2026, stockholders of zSpace, Inc. (the "Company"), holding shares of outstanding common stock of the Company, par value $0.00001 per share ("Common Stock"), representing in excess of a majority of the outstanding votes of the capital stock of the Company (the "Consenting Stockholders") as of the record date of March 12, 2026 (the "Record Date"), took action by written consent and without a meeting pursuant to Section 228 of the Delaware General Corporation Law and the Company's Amended and Restated Certificate of Incorporation and Bylaws (the "Written Consent"). The Written Consent: (i) authorized the Company's board of directors (the "Board") to effect a reverse split of the Company's issued and outstanding Common Stock (the "Reverse Stock Split") in a ratio of no less than 1-for-15 and no more than 1-for-25 (the "Range"); (ii) authorized the Board to determine whether or not to effect the Reverse Stock Split and to determine the exact ratio of any Reverse Stock Split within the Range, each as determined by the Board in its discretion at any time prior to the one year anniversary of the filing of a Definitive Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission (the "SEC") pertaining to the Reverse Stock Split; and (iii) approved the form of amendment to the Amended and Restated Certificate of Incorporation effecting the Reverse Stock Split and the subsequent filing thereof with the Secretary of State for the State of Delaware.

Pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934, a Definitive Information Statement on Schedule 14C will be filed with the SEC and be sent or provided to the stockholders of the Company. The Written Consent will be effective 20 days after the Definitive Information Statement on Schedule 14C relating to such consent is mailed to stockholders.

On the Record Date, there were issued and outstanding shares of the Company's capital stock representing 37,142,955 votes. As of the Record Date, the Consenting Stockholders held, in the aggregate, capital stock entitled to 18,694,538 votes (on an as converted basis), representing 50.33% of the outstanding voting power of the Company's stockholders. As the Reverse Stock Split was approved by the Written Consent, there were no votes against, abstaining or broker non-votes in relation to these matters.

zSpace Inc. published this content on March 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 13, 2026 at 21:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]