Form 8-K - Current report

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): July 11, 2023

FATHOM DIGITAL MANUFACTURING CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-39994	40-0023833
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1050 Walnut Ridge Drive

Hartland, WI 53029

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (262) 367-8254

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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 under the Exchange Act (17 CFR 240.14a-12)


☐	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
Class A common stock, par value $0.0001 per share	FATH	NYSE
Warrants to purchase Class A common stock	FATH.WS	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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. ☐

er next two years Expanded mid-volume production of existing program $1.7 million in 2021; expect $4-$8 million in 2022 orders Prototype with mid-volume production follow-on $4.5 million over three-month period New cross-sell of sheet metal low-volume production $450k in 2021; expect over $1.5 million in 2022 orders Prototype & low-volume production Global healthcare company Global semiconductor company Disruptive electric vehicle manufacturer Global leader in mobile robotics 1 2 3 4 5 6 Global leader in gas measurement instruments and technologies Leading subsea technology company $550K production order Expansion to higher volume production of existing program New Strategic Accounts Existing Strategic Accounts

Statement (preliminary unaudited) Repor


Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year..

On July 11, 2023, the stockholders of Fathom Digital Manufacturing Corporation (“Fathom” or the “Company”) voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to approve, among other things, an amendment to the Company’s Certificate of Incorporation (the “Charter”) to amend and restate Article Six to provide for the elimination or limitation of monetary liability of specified senior officers of the Company for breach of the duty of care, consistent with the recent amendment to Section 102(b)(7) of the Delaware General Corporation Law (the “Exculpation Amendment”).

The Exculpation Amendment to the Charter took effect upon the filing of a Certificate of Amendment to the Company’s Charter with the Secretary of State of the State of Delaware on July 11, 2023 (the “Certificate of Amendment”).

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, included as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.

At the Annual Meeting, stockholders also voted to approve an amendment to the Company’s Charter to provide the Company’s Board of Directors (the “Board”) with discretion to effect a reverse stock split of the Company’s Class A and Class B common stock. The Board now has the authority to decide, in its sole discretion, without further action by the stockholders, (i) whether to effect a reverse stock split within twelve months of the Annual Meeting date, (ii) the specific timing of effectiveness of the reverse stock split and (iii) the exact ratio of the reverse stock split and authorized share reduction within the ratio range of not less than 1-for-5 and not more than 1-for-50. If the Board determines to effect a reverse stock split as a means of curing the Company’s previously disclosed noncompliance with the New York Stock Exchange’s (“NYSE”) minimum price criteria, the Company expects that the action would be taken prior to September 29, 2023, six months from the date of the NYSE’s March 29, 2023 notice to the Company of its noncompliance. The Company will communicate to the public, prior to the effective date, additional details regarding the reverse stock split, the authorized share reduction and reverse stock split amendment, including the final ratio selected.


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

The Company’s Annual Meeting was held on July 11, 2023, pursuant to the Company’s notice and definitive proxy statement filed with the Securities and Exchange Commission on May 25, 2023. Descriptions of each of the proposals voted upon at the Annual Meeting are contained in the definitive proxy statement. At the close of business on May 12, 2023, the record date for stockholders entitled to vote at the Annual Meeting, the Company had 136,383,124 shares of common stock issued and outstanding. The holders of a total of 108,652,792 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum for purposes of the Annual Meeting.

The following is a summary of the proposals voted on at the Annual Meeting, including the number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each proposal.


	Shares Voted For		Shares Voted Against	Withheld		Broker Non-Votes
Election of Class I Directors
Dr. Caralynn Nowinski Collens		94,899,094	N/A		829,076		12,924,622
Adam DeWitt		94,382,697	N/A		1,345,473		12,924,622
Ryan Martin		94,876,523	N/A		851,647		12,924,622


	Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm		108,426,370		140,739		85,683		0
Approval of Amendment to the Company’s Charter to Reflect New Delaware Law Provisions Regarding Senior Officer Exculpation		94,427,282		1,245,756		55,132		12,924,622
Approval of Amendment to the Company’s Charter to provide the Board with discretion to effect a reverse stock split of the Company’s Class A and Class B Common Stock		108,160,569		459,573		32,650		0


Item 9.01.	Financial Statement and Exhibits

(d) Exhibits.


Exhibit Number		Description

3.1*		Certificate of Amendment to the Certificate of Incorporation of Fathom Digital Manufacturing Corporation to reflect new Delaware law provisions regarding officer exculpation
104		Cover Page Interactive Data FIle (formatted as inline XBRL document)

* Filed herewith.

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.



FATHOM DIGITAL MANUFACTURING CORPORATION

By:		/s/ Mark Frost
Name:		Mark Frost
Title:		Chief Financial Officer

Date: July 13, 2023

Exhibit 3.1


	Delaware	Page 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FATHOM DIGITAL MANUFACTURING CORPORATION”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF JULY, A.D. 2023, AT 3:14 O`CLOCK P.M.


		Authentication: 203724786 Date: 07-11-23
6379249 8100 SR# 20232967577		Authentication: 203724786 Date: 07-11-23

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF FATHOM DIGITAL MANUFACTURING

CORPORATION

Pursuant to the General

Corporation Law of the State of Delaware

July 11, 2023

Fathom Digital Manufacturing Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

The name of the Corporation is “Fathom Digital Manufacturing Corporation.” The original Certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 23, 2021 (the “Certificate”).

That the Board of Directors of the Corporation has duly adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the existing Certificate, in the form set forth below (the "Amendment"), declaring the Amendment to be advisable and calling for consideration of said Amendment by the stockholders of the Corporation.

The text of Article Six of the Certificate is hereby amended and restated to read in full as follows:

Limitation of Director and Officer Liability.

(a)

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a director or officer.

(b)

Any amendment, repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification with respect to any act, omission or other matter occurring prior to such amendment, repeal or modification.

That the requisite stockholders of the Corporation have duly approved said Amendment in accordance with the Certificate and Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Fathom Digital Manufacturing Corporation has caused this Certificate of Amendment to the Certificate of incorporation to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.


	Fathom Digital Manufacturing Corporation

	By:	/s/ Ryan Martin

	Name:	Ryan Martin
	Title:	Chief Executive Officer
State of Delaware Secretary of State Division of Corporations Delivered 03:14 PM 07/11/2023 FILED 03:14 PM 07/11/2023 SR 20232967577 - File Number 6379249

Document and Entity Information	Jul. 11, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	FATHOM DIGITAL MANUFACTURING CORPORATION
Amendment Flag	false
Entity Central Index Key	0001836176
Document Type	8-K
Document Period End Date	Jul. 11, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Current Fiscal Year End Date	--12-31
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	FATH
Security Exchange Name	NYSE
Class A Common Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase Class A common stock
Trading Symbol	FATH.WS
Security Exchange Name	NYSE