CFMS Conformis Inc

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

To Our Stockholders:

You are invited to attend a special meeting of the stockholders of Conformis, Inc., a Delaware corporation (“Conformis,” the “Company,” “we,” “our” or “us”), which will be held as a virtual meeting on August 31, 2023 at 12:00 p.m. (Noon), Eastern Time. We refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting.” You will be able to participate in the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CFMS2023SM. We encourage you to allow ample time to login into the virtual meeting, which will open at 11:45 a.m., Eastern Time. You will not be able to attend the Special Meeting physically. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of June 22, 2023, by and among Conformis, restor3d, Inc., a Delaware corporation (“restor3d”), and Cona Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of restor3d (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Conformis (the “Merger”), the separate existence of Merger Sub will cease, and Conformis will continue as the surviving corporation. You will also be asked to consider and vote on (1) a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger; and (2) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

If the Merger Agreement is adopted and the Merger is completed, Conformis will become a wholly owned subsidiary of restor3d, and, at the effective time of the Merger (the “Effective Time”), you will be entitled to receive $2.27 per share in cash without interest and less any applicable withholding taxes, for each share of Conformis common stock, par value $0.00001 per share (“our common stock”) that you own at the Effective Time (other than with respect to any shares of our common stock as to which you properly demand and perfect appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware).

Our board of directors (our “Board”) has unanimously (1) determined that the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of Conformis and its stockholders, (2) determined that the form, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Conformis and its stockholders, (3) adopted, authorized and approved (i) the Merger Agreement and (ii) the performance by Conformis of all the transactions contemplated by the Merger Agreement, including the Merger, (4) authorized the submission of the proposals described below to the Conformis stockholders for approval at the Special Meeting and (5) recommended that the Conformis stockholders vote for the proposals. Accordingly, our Board unanimously recommends that our stockholders vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger, and (3) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Your vote is very important. The Merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal to adopt the Merger Agreement at the Special

Meeting or any adjournment or postponement thereof cast their vote in favor of the proposal to adopt the Merger Agreement. A failure to vote your shares of our common stock on the proposal to adopt the Merger Agreement will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the accompanying proxy statement and the Merger Agreement carefully and in their entirety. You may also obtain more information about Conformis from documents we have filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.”

Regardless of whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet prior to the Special Meeting to ensure that your shares will be represented at the Special Meeting. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., toll free, at (800) 322-2885.

On behalf of our Board, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated July 24, 2023 and is first being mailed to our stockholders on or about July 24, 2023.

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Conformis, Inc., a Delaware corporation (“Conformis,” the “Company,” “we,” “our” or “us”), will be held via a virtual meeting on August 31, 2023 at 12:00 p.m. (Noon), Eastern Time (the “Special Meeting”). You will be able to participate in the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CFMS2023SM. We encourage you to allow ample time to login into the virtual meeting, which will open at 11:45 a.m., Eastern Time. You will not be able to attend the Special Meeting physically. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held to consider and vote on the following proposals:

Only stockholders of record as of the close of business on July 14, 2023 are entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement thereof.

Our Board unanimously recommends that our stockholders vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger, and (3) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

If the Merger is consummated, holders of shares of Conformis common stock, par value $0.00001 per share (“our common stock”) who do not vote in favor of the proposal to adopt the Merger Agreement, who properly demand an appraisal of their shares of our common stock in accordance with Delaware law, who continuously hold such shares through the effective time of the Merger, who otherwise comply with the applicable procedures and requirements of Delaware law (including with respect to certain aggregate ownership requirements) and who do not withdraw their demands, waive or otherwise lose their rights to appraisal will, subject to certain conditions and limitations under Delaware law, be entitled to seek appraisal of the fair value of such shares in connection with the Merger. The relevant section of the General Corporation Law of the State of Delaware regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Your vote is important, regardless of the number of shares of our common stock you own. Regardless of whether you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet prior to the Special Meeting to ensure that your shares will be represented at the Special Meeting. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. Before voting your shares of our common stock, we urge you to read the accompanying proxy statement carefully, including its annexes and the documents incorporated by reference into the accompanying proxy statement. Your prompt attention is greatly appreciated.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Conformis, Inc.

Billerica, Massachusetts

July 24, 2023

REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a Conformis stockholder of record (that is, if your shares of our common stock are registered in your name with Equiniti Trust Company, LLC, our transfer agent), voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of our common stock through a broker, bank or other nominee, you must obtain a “legal proxy” in order to vote in person by virtual ballot at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot at the Special Meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Conformis common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, NY 10018

Toll-free: 1-800-322-2885

Email: proxy@mackenziepartners.com

The following questions and answers address briefly some questions you may have regarding the Special Meeting and the proposals to be voted on at the Special Meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of Conformis. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference into this proxy statement, which we urge you to read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Information Incorporated by Reference.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the Special Meeting and to ensure that your shares of our common stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy as soon as possible.

If your shares of our common stock are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your

broker, bank or other nominee on how to vote your shares of our common stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares of our common stock in person at the Special Meeting unless you request and obtain a valid legal proxy from your broker, bank or other nominee.

Under specified circumstances, upon or following the termination of the Merger Agreement, we may be required to pay restor3d a termination fee, as described under “The Merger Agreement—Termination Fees.”

automatically be canceled and cease to exist without any cash payment or other consideration being made in respect thereof. As of the date hereof, all stock options that are currently outstanding have a strike price per share that is greater than the Per Share Cash Consideration, such that if a director or executive officer were to exercise any such stock option in advance of the Merger, and the Merger were consummated, the applicable director or executive officer would receive a loss on such exercise. As a result, the Company therefore expects that all stock options held by directors and executive officers will expire unexercised, and will have no realizable value if the Merger is consummated.

Restricted Stock and Restricted Stock Units. Immediately prior to the Effective Time, (i) each share of restricted stock that is unvested as of immediately prior to the Effective Time will vest in full and become free of restrictions and will be exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration, and (ii) each time-based vesting RSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest in full, and be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

Performance Stock Units. Immediately prior to the Effective Time, each PSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest in full at target achievement levels, and be canceled and converted into the right the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

Even if you plan to attend the Special Meeting in person, to ensure that your shares of our common stock will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying postage-paid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote at the Special Meeting will revoke any proxy previously submitted.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee and you do not instruct the nominee how to vote your shares they will be counted as “broker non-votes,” your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

If a quorum is present at the Special Meeting, the failure of any Conformis stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your broker, bank or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement.

An abstention with respect to either the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger and the proposal to adjourn the Special Meeting will not be considered to be a vote “for” or “against,” and therefore will have no effect on these proposals. A failure to submit a proxy or the failure of your broker, bank or other nominee to vote shares of our common stock held on your behalf will not have any effect on either of these proposals.

For a discussion of the factors that our Board considered in determining to recommend the adoption of the Merger Agreement, please see the section entitled “The Merger (Proposal 1)—Reasons for the Recommendation of our Board of Directors.” In addition, in considering the company recommendation with respect to the Merger Agreement, you should be aware that some of our directors and executive officers have potential interests that may be different from, or in addition to, the interests of our stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1)—Interests of Conformis’ Directors and Executive Officers in the Merger.”

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of our common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or, if such a service is provided by your broker, bank or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee.

written notice of revocation to our Chief Legal Officer, Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821 that is received prior to the Special Meeting, stating that you revoke your proxy; or (iii) attending the Special Meeting and virtually via the Internet at the virtual meeting website and completing a virtual ballot. If you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares of our common stock, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares of our common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares of our common stock. If you are a Conformis stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the consummation of the Merger. If you transfer your shares of our common stock after the Record Date but before the closing of the Merger, you will have the right to vote at the Special Meeting but not the right to receive the Per Share Cash Consideration.

If you received a householded mailing and you would like to have additional copies of this proxy statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to Conformis in care of the Corporate Secretary at 600 Technology Park Drive, Billerica, MA 01821, Attn: Corporate Secretary, or by calling (781) 345-9001. We will promptly send additional copies of this proxy statement upon receipt of such request.

If you have questions or need assistance voting your shares please contact:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, NY 10018

Toll-free: 1-800-322-2885

Email: proxy@mackenziepartners.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement, and any document to which we refer in this proxy statement, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to our strategy, goals, future focus areas and the value of the proposed transaction to our stockholders. These forward-looking statements are based on Conformis management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar expressions and the negatives of those terms. In addition, the information set forth under the caption “The Merger (Proposal 1)—Certain Conformis Unaudited Prospective Financial Information” consists of forward-looking statements. We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projections, in light of currently available information, about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements, expressed or implied by the forward-looking statements, including the uncertainty associated with the potential impacts of global political, macroeconomic, social, health and market conditions, including rising inflation and interest rates, political instability, terrorist activities or military conflicts on our business, financial condition, results of operations and prospects. Additional factors that could cause or contribute to such differences include, but are not limited to, the following:

Many of these factors are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

Conformis, Inc., referred to as “Conformis,” the “Company,” “we,” “our” or “us,” is a medical technology company that uses its proprietary iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants that are individually sized and shaped, which the Company refers to as personalized, individualized, or sometimes as customized, to fit and conform to each patient’s unique anatomy. The Company also offers Identity Imprint, a new line of total knee replacement products that utilizes a proprietary algorithm to select the implant size that most closely meets the geometric and anatomic requirements of the patient’s knee. Conformis’ sterile, just-in-time, Surgery-in-a-Box delivery system is available with all of its implants and personalized, single-use instruments. The Company’s proprietary iFit technology platform is potentially applicable to all major joints.

The Company was incorporated in Delaware and commenced operations in 2004. The Company introduced its iUni and iDuo in 2007, its iTotal CR in 2011, its iTotal PS in 2015, its Conformis hip system in 2018, and its Identity Imprint in 2021.

The Company’s principal executive offices are located at 600 Technology Park Drive, Billerica, MA 01821, and its telephone number is (781) 345-9001. Conformis’ website is www.conformis.com. The information contained on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

restor3d, Inc., referred to as “restor3d,” was incorporated on July 27, 2017 as a Delaware corporation. restor3d is a leading medical device company based in Durham, North Carolina. restor3d enables surgeons to improve the reconstruction and repair of the musculoskeletal system through personalized implants with enhanced anatomical fit and superior integrative properties. Leveraging expertise and experience in 3D printing, restor3d seeks to improve medical device solutions. restor3d’s principal executive offices are located at 311 W Corporation St, Durham, NC 27701, and its telephone number is (984) 888-0593.

Cona Merger Sub Inc., referred to as “Merger Sub,” is a Delaware corporation and a wholly owned subsidiary of restor3d. Merger Sub was formed in June 2023 solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement, and it currently has no other business or operations. Upon completion of the Merger, Merger Sub will cease to exist and Conformis will continue as the Surviving Corporation.

Merger Sub’s principal executive offices are located at 311 W Corporation St, Durham, NC 27701, and its telephone number is (984) 888-0593.

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides our stockholders with information about the Special Meeting and should be read carefully and in its entirety.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board for use at the Special Meeting to be held at on August 31, 2023 at 12:00 p.m. (Noon), Eastern Time, or at any adjournment or postponement thereof. We will hold the Special Meeting virtually via the Internet at the virtual meeting website. You will not be able to attend the Special Meeting physically. We encourage you to allow ample time to login into the virtual meeting, which will open at 11:45 a.m., Eastern Time.

At the Special Meeting, Conformis stockholders will be asked to consider and vote on the following proposals:

Our stockholders must approve the proposal to adopt the Merger Agreement for the Merger to occur. If our stockholders fail to adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and the material provisions of the Merger Agreement are described in the section entitled “The Merger Agreement.”

The votes on (i) the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger and (ii) the proposal to adjourn the Special Meeting are votes separate and apart from the vote to adopt the Merger Agreement. Accordingly, a stockholder may vote to approve the compensation proposal and/or for any proposal to adjourn the Special Meeting and vote not to adopt the Merger Agreement and vice versa. In addition. because the vote on the Merger-related compensation proposal is advisory in nature only, it will not be binding on either Conformis or restor3d. Accordingly, if the proposal to adopt the Merger Agreement is approved by Conformis stockholders and the Merger is completed, the Merger-related compensation will be paid to our named executive officers in accordance with the terms of the applicable compensation agreements or arrangements even if our stockholders do not approve the Merger-related compensation proposal.

We are not currently aware of any business to be acted upon at the Special Meeting other than the matters discussed in this proxy statement. Under our bylaws, business transacted at the Special Meeting is limited to matters relating to the purposes stated in the notice of the Special Meeting, which is provided at the beginning of this proxy statement. The grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the Special Meeting.

This proxy statement and the enclosed proxy card are first being mailed to Conformis stockholders on or about July 24, 2023.

The holders of record of our common stock as of the close of business on July 14, 2023, the Record Date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. At the close of business on the Record Date, 7,878,332 shares of our common stock were outstanding.

The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock outstanding at the close of business on the Record Date will constitute a quorum. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. However, if a new Record Date is set for an adjourned Special Meeting, then a new quorum will have to be established. Proxies received that fail to provide voting instructions or are marked as abstentions will be included in the calculation of the number of shares considered to be present at the Special Meeting. Broker non-votes will not count for the purpose of determining whether a quorum is present. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary authority to vote for that particular proposal and has not received instructions from the beneficial owner as to how to vote its shares.

Each share of our common stock outstanding at the close of business on the Record Date is entitled to one vote on each of the proposals to be considered at the Special Meeting.

Approval of the proposal to adopt the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote on such proposal.

Assuming a quorum is present, approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable to our named executive officers in connection with the Merger requires the affirmative vote of holders of shares of our common stock representing a majority of the votes cast on the proposal and are voted for or against such proposal.

Approval of the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, requires the affirmative vote of holders of shares of our common stock representing a majority of the votes cast on the proposal and are voted for or against such proposal.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot at the Special Meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

If you abstain from voting, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will not be considered to be a vote “for” or “against,” and therefore will have no effect on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee and you do not instruct your nominee how to vote your shares, they will be counted as “broker non-votes.” Such failure to instruct your nominee will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

At the close of business on the Record Date, our directors (and affiliated entities) and executive officers were entitled to vote approximately 378,347 shares of our common stock, which in the aggregate represented approximately 4.8% of the shares of our common stock issued and outstanding on that date. We currently expect that our directors and executive officers will vote their shares in favor of the proposal to adopt the Merger Agreement and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

If you are a Conformis stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on your proxy card, and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a Conformis stockholder of record, you will need your assigned control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying postage-paid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee.

To ensure that your shares of our common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting in person.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

To vote over the Internet, at the web address on your proxy card and follow the instructions for voting. Have your proxy card available when you access the web page. If you vote over the Internet, please do not mail your proxy card.

To vote by telephone, call toll-free (within the U.S. or Canada) the phone number on your proxy card from any touch-tone telephone and follow the instructions for voting. Have your proxy card available when you call. If you vote by telephone, please do not mail your proxy card.

To vote by mail, mark your proxy card, date and sign it and return it in the postage-paid envelope. You should not send documents representing our common stock with the proxy card. If the Merger is completed, you will receive a letter of transmittal and related materials and instructions for exchanging your shares of our common stock for the Per Share Cash Consideration.

If you vote by proxy (regardless of whether you vote over the Internet, by telephone or by mail), your votes must be received by 11:59 p.m., Eastern Time, on August 30, 2023 to be counted.

Your proxy card will count as a “vote” if you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal. In this case, your proxy will be voted “FOR” such proposal.

A failure to vote or an abstention will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement. A failure to vote or an abstention will have no effect on the other two proposals.

If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or, if such a service is provided by your broker, bank or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. Without those instructions, your shares will not be voted on any of the proposals,

which will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement, but, assuming a quorum is present, will not have the effect of either a vote “FOR” or a vote “AGAINST” on the other two proposals.

Brokers, banks and other nominees that hold shares of our common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the proposals to be voted on at the Special Meeting. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you attend the Special Meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of our common stock not being present at the meeting and not being voted on any of the proposals, which will have the effect of a vote “AGAINST” with respect to the proposal to adopt the Merger Agreement.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy by:

Please note that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy.

Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions.

An abstention occurs when a stockholder attends a meeting, either in person or represented by proxy, but abstains from voting on one or more proposals. Abstentions will be included in the calculation of the number of shares of our common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Abstaining from voting will have no effect on the other two proposals.

Our Board, after considering various factors described in the section entitled “The Merger (Proposal 1)—Reasons for the Recommendation of our Board of Directors,” has unanimously (1) determined that the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of Conformis and its stockholders, (2) determined that the form, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Conformis and its stockholders, (3) adopted, authorized and approved (i) the Merger Agreement and (ii) the performance by Conformis of all the transactions contemplated by the Merger Agreement, including the Merger, (4) authorized the submission of the proposals described below to the Conformis stockholders for approval at the Special Meeting and (5) recommended that the Conformis stockholders vote for the proposals.

Our Board unanimously recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement, (2) “FOR” the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger, and (3) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting for ten days prior to the Special Meeting, by contacting our Chief Legal Officer at our offices at 600 Technology Park Drive, Billerica, MA 01821.

Our Board is soliciting your proxy, and we will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. We have retained MacKenzie Partners, a proxy solicitation firm, to assist our Board in the solicitation of proxies for the Special Meeting, and we expect to pay MacKenzie Partners $25,000, plus reimbursement of reasonable and customary expenses. We have also agreed to indemnify MacKenzie Partners against losses arising out of its provision of these services on our behalf. Our directors, officers and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, email or otherwise.

We are not currently aware of any business to be acted upon at the Special Meeting other than the matters discussed in this proxy statement. Under our bylaws, business transacted at the Special Meeting is limited to matters relating to the purposes stated in the notice of the Special Meeting, which is provided at the beginning of this proxy statement. The grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the Special Meeting.

The proxy statement is available at www.proxyvote.com.

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

If the proposal to adopt the Merger Agreement is approved by our stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Conformis, and the separate corporate existence of Merger Sub will cease. Conformis will be the Surviving Corporation in the Merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of restor3d.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Appraisal Shares) will be converted into the right to receive $2.27 in cash less any applicable withholding taxes. At the Effective Time, our current stockholders will cease to have ownership interests in Conformis or rights as its stockholders. Therefore, our current stockholders will not participate in any of our future earnings or growth and will not benefit from any appreciation in our value.

Immediately prior to the Effective Time, each stock option to purchase shares of our common stock that is outstanding and unexercised as of immediately prior to the Effective Time will become fully vested and immediately exercisable and each option holder will have the opportunity to exercise his or her options no later than two business days prior to the Closing Date. As of the end of the Final Exercise Date, all stock options will no longer be outstanding and to the extent unexercised, will automatically be canceled and cease to exist without any cash payment or other consideration being made in respect thereof. As of the date hereof, all stock options that are currently outstanding have a strike price per share that is greater than the Per Share Cash Consideration, such that if a director or executive officer were to exercise any such stock option in advance of the Merger, and the Merger were consummated, the applicable director or executive officer would receive a loss on such exercise. As a result, the Company therefore expects that all stock options held by directors and executive officers will expire unexercised, and will have no realizable value if the Merger is consummated. In addition, immediately prior to the Effective Time, (i) each share of restricted stock that is unvested as of immediately prior to the Effective Time will vest in full and become free of restrictions and will be exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration, (ii) each time-based vesting RSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest in full, and be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration and (iii) each PSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest full at target achievement levels, and be canceled and converted into the right the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

Further, immediately prior to the Effective Time, each warrant for Conformis common stock that is outstanding and unexercised as of immediately prior to the Effective Time will become immediately exercisable and exchanged for the right to receive a cash payment equal to the product of (A) the amount (if any) by which the Per Share Cash Consideration exceeds the per share exercise price under such warrant, multiplied by (B) the number of our common shares into which such warrant would have been exercisable. At the Effective Time, each holder of a warrant will cease to have any rights with respect thereto, except the right to receive the cash payment, if any. If the per share exercise price under such warrant equals or exceeds the Per Share Cash Consideration, then such warrant will be terminated at the Effective Time and the holder thereof will not be entitled to any payment with respect to the warrant.

Our common stock is currently registered under the Exchange Act and is quoted on the Nasdaq Capital Market under the symbol “CFMS.” As a result of the Merger, Conformis will cease to be a publicly traded company and

will be a wholly owned subsidiary of restor3d. Following the consummation of the Merger, our common stock will be delisted from the Nasdaq Capital Market and deregistered under the Exchange Act, and Conformis will no longer be required to file periodic reports with the SEC with respect to our common stock, in each case in accordance with applicable law, rules and regulations.

If the proposal to adopt the Merger Agreement is not approved by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any payment for their shares of our common stock. Instead, we would at that time remain a public company, our common stock would continue to be listed and traded on the Nasdaq Capital Market and registered under the Exchange Act and we would be required to continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, general industry, economic and market conditions. Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. From time to time, our Board will evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to maximize stockholder value. If the proposal to adopt the Merger Agreement is not approved by our stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

If the Merger Agreement is terminated, under specified circumstances, we may be required to pay restor3d a termination fee, as described under “The Merger Agreement—Termination Fees.”

The Board and the Company’s senior management have regularly reviewed the Company’s long-term business strategies and commercial opportunities to enhance overall stockholder value. In late 2021 and early 2022, at the direction of the Board, the Company evolved its product portfolio for primary knee arthroplasty, launching its Identity Imprint™ knee system (“Imprint”) as its standard knee replacement system in the U.S., as well as offering the Platinum Services^SM Program (“PSP”) as a deluxe service upgrade in order for patients to obtain a fully personalized knee implant. The Company’s strategy during this period was to increase adoption of Imprint, while also offering patients greater choice through the introduction of PSP. However, notwithstanding these efforts, the Company experienced a loss of approximately $50.5 million during the fiscal year ended December 31, 2022, and during that same one-year period, the Company’s unrestricted and restricted cash and cash equivalents balance decreased from approximately $101.1 million to $49.1 million. At the end of this time period on December 31, 2022, the Company had approximately $20.6 million of long-term debt liabilities pursuant to its secured credit agreement.

Based on the Company’s continuing incurrence of losses and declining cash balance, the Board determined in October 2022 that, to maximize value for the Company’s stockholders, it would be prudent for the Company to confidentially explore a potential sale of the Company, as well as an equity financing transaction, as alternative pathways. As part of this determination, the Board concluded that it would be prudent to engage a financial advisor to assist the Company in a potential sale transaction. On October 25, 2022, after hearing presentations to the Board from two potential candidates, the Board determined, after discussions at which the potential candidates were not present, to engage UBS, and directed the Company’s senior management to negotiate the terms of an engagement letter with UBS. In making this determination, the Board considered, among other things, UBS personnel’s familiarity with the Company’s existing business and operations, and familiarity with the general competitive landscape of the Company. On November 7, 2022, the Company formally engaged UBS.

In early November 2022, the Company’s senior management prepared presentation materials to share with potential transaction counterparties and constructed a virtual data room to provide information to parties subject to confidentiality agreements with the Company and facilitate such parties’ due diligence review. The Company’s senior management also worked with the Company’s outside legal counsel, Hogan Lovells US LLP (“Hogan Lovells”), to develop a standard form of confidentiality agreement to be proposed with potential transaction counterparties. This form of confidentiality agreement, and each of the confidentiality agreements that the

Company entered into in connection with the process described in this section, included a “standstill” provision (which included a “don’t ask, don’t waive” clause) that remained in force up until the time that the Company publicly announced the Merger on June 22, 2023. During November 2022, members of the Company’s senior management and/or representatives of UBS made initial confidential contacts with nineteen parties identified by the Company’s senior management and representatives of UBS as potential transaction counterparties based on their strategic fit with the Company’s business, and the Company entered into written confidentiality agreements with five of these parties. Each of the other fourteen parties informed representatives of UBS and/or members of the Company’s senior management that it was not currently interested in exploring an acquisition of the Company and declined to participate.

On November 30, 2022 and December 1, 2022, at the Company’s direction, representatives of UBS provided a letter to each of the five participating parties outlining the Company’s requested process for the receipt of preliminary proposals, and requested that parties provide such proposals by December 21, 2022. During the first week of December 2022, members of the Company’s senior management and representatives of UBS held in-person meetings with management and/or corporate development employees of each party to present an overview of the Company’s business and discuss the potential strategic fit of the Company’s business with the applicable counterparty.

On December 16, 2022, two of the potential counterparties contacted representatives of UBS and informed them that they were not interested in pursuing a transaction with the Company, and withdrew from the process. Between December 16, 2022 and December 21, 2022, the other three potential counterparties notified representatives of UBS that they were not prepared to provide any preliminary proposal at the present time, but may continue to consider the opportunity over the upcoming several weeks and/or months. In particular, one of the parties, a medical device company (“Party A”), stated that it may be prepared to provide a preliminary proposal in early January 2023 following the completion of additional due diligence work.

On December 22, 2022, the Board met, together with members of the Company’s senior management and representatives of each of UBS and Hogan Lovells, to discuss, among other things, the status of discussions with each of the counterparties. The Board directed the Company’s senior management and representatives of UBS to continue exploring potential transaction opportunities with existing and additional counterparties.

On January 6, 2023, Party A provided a preliminary non-binding indication of interest letter to UBS. Following further discussions with representatives of UBS regarding, among other things, the Company’s outstanding capitalization, this letter was further updated and resubmitted by Party A on January 8, 2023 (the “Party A IOI Letter”). The Party A IOI Letter proposed an acquisition of the Company by Party A for a purchase price of $4.30 per share, which represented a 26% premium over the most recent closing price of the Company’s common stock. The Party A IOI Letter stated that Party A anticipated needing an additional period of 4-6 weeks to complete its due diligence review, and the preliminary proposal would be subject to approval by Party A’s board of directors.

On January 11, 2023, the Board met, together with members of the Company’s senior management and representatives of each of UBS and Hogan Lovells, to discuss, among other things, the Party A IOI Letter. Representatives of Hogan Lovells reviewed the fiduciary duties of the Board under Delaware law in considering an acquisition proposal. At the meeting, the Board discussed with the Company’s senior management, among other things, the continuing opportunities and risks facing the Company as an independent company, and valuation considerations in weighing the Party A IOI Letter as compared to other alternative pathways, including conducting an equity financing to raise additional capital. After discussion, the Board determined that representatives of UBS should contact Party A to express the Company’s interest in pursuing a transaction, and instructed representatives of UBS to make such contact. The Board also directed the Company’s senior management and representatives of UBS to continue confidentially reaching out to other potential counterparties. The Board also discussed the potential for pursuing an equity financing transaction as an alternative potential pathway to a sale of the Company, and gave direction to the Company’s senior management to explore such a transaction.

On January 13, 2023, the Company’s senior management and representatives of UBS held a telephone conference with management members of Party A, to further discuss a potential transaction and the potential fit between the Company’s business and Party A. During this discussion, management members of Party A communicated that, after further discussion within Party A, they had determined that Party A would likely not be

able to move forward with a potential transaction. On January 16, 2023, management members of Party A held a telephone conference with representatives of UBS during which management members of Party A communicated that Party A had determined not to pursue a transaction with the Company.

During the week of January 16, 2023, members of the Company’s senior management met with several potential underwriters with respect to a possible equity financing transaction.

On January 19, 2023, the Board met, together with members of the Company’s senior management, to discuss the status of discussions with potential sale transaction counterparties, as well as recent exploration activities related to a potential equity financing transaction. After discussion, the Board resolved to form a pricing committee of the Board, consisting of Kenneth P. Fallon III, Bradley Langdale and Philip W. Johnston (the “Pricing Committee”), in connection with potential equity financing transaction.

During the week of January 23, 2023, the Company selected a proposed underwriter, and, on January 30, 2023, the Company entered into a letter agreement with such potential underwriter with respect to a potential confidentially marketed public offering, with the goal of raising approximately $15-20 million. During the weeks of January 30, 2023 and February 6, 2023, the Company and the potential underwriter held confidential meetings with over 30 potential investor parties. Ultimately, on February 6, 2023, the Pricing Committee and the Company’s senior management were advised by the potential underwriter that it did not see a viable path in the near-term to consummating an equity offering, either at the $15-20 million size, or a lesser amount, due to a lack of investor commitments.

On February 10, 2023, the Company entered into a confidentiality agreement with a medical device company which had previously not been contacted as part of the November 2022 and December 2022 outreach efforts (“Party B”).

On February 14, 2023, the Board met, together with members of the Company’s senior management, at a regularly scheduled quarterly meeting. During portions of the meeting at which representatives of Hogan Lovells attended, the Board discussed a range of strategic options for consideration to maximize stockholder value, in view, among other things, of (i) the Company’s ongoing business performance, (ii) the current status of discussions with potential sale transaction counterparties, and (iii) the status of the Company’s exploration of potential equity financing alternatives. After discussion, the Board directed the Company’s senior management to continue pursuing a potential sale transaction, in coordination with representatives of UBS. The Board also directed the Company’s senior management to terminate the Company’s letter agreement with the potential underwriter, and the Company terminated such letter agreement on February 17, 2023.

On March 2, 2023, members of the Company’s senior management and representatives of UBS held a video conference call with management members of Party B to discuss the potential strategic fit of the Company’s business with Party B’s business.

On March 6, 2023, the Board met, together with members of the Company’s senior management and representatives of each of UBS and Hogan Lovells, regarding the status of discussions with potential counterparties. The Board discussed, among other things, the status of previous outreach efforts with the parties that had been contacted beginning in November 2022, and new confidential outreach to additional potential transaction counterparties (including restor3d) that had been identified by the Board and the Company’s senior management in consultation with representatives of UBS. From the end of January through early April 2023, representatives of UBS and/or members of the Company’s senior management made confidential contact with several of the existing parties, as well as eighteen new potential transaction counterparties. Four of these new parties (including restor3d on March 23, 2023), together with one party who had previously declined interest in November 2022, entered into written confidentiality agreements with the Company. Each of these parties (including restor3d on April 7, 2023) received presentations by members of the Company’s senior management and representatives of UBS regarding the Company’s business and its potential strategic fit with their respective businesses. One of these six parties subsequently notified representatives of UBS that they had determined not to participate further. The other parties contacted each informed representatives of UBS and/or members of the Company’s senior management that they were not currently interested in exploring an acquisition of the Company and declined to participate.

On April 10, 2023 and April 11, 2023, at the Company’s direction, representatives of UBS provided a letter to each of the five remaining active potential counterparties outlining the Company’s requested process for the receipt of preliminary proposals, and requested that parties provide such proposals by April 20, 2023. Between April 18, 2023 and April 20, 2023, three of these parties notified representatives of UBS that they had determined not to participate further.

On April 20, 2023, each of restor3d and Party B submitted non-binding preliminary proposal letters. The letter from restor3d proposed a cash acquisition of the Company for a purchase price of $2.27 per share, representing an approximate 50% premium based on the Company’s common stock closing price over the preceding 30 calendar days. The letter from Party B proposed a cash acquisition of the Company at a premium of 25% to the average price of the Company’s common stock over the preceding 30 calendar days, which implied a purchase price of approximately $1.91 per share. restor3d’s letter stated that it would require approximately eight weeks to conclude its due diligence review, while Party B’s letter stated that it would require approximately four weeks to conclude such review. Between April 21, 2023 and April 26, 2023, members of the Board and the Company’s senior management held follow-up discussions with three parties who had previously declined to participate in November 2022. None of these parties expressed a desire to participate at the present time.

On April 26, 2023, at the Company’s direction, representatives of UBS provided a letter to each of restor3d and Party B outlining the Company’s requested process for the receipt of final proposals, and requested that parties provide such proposals by May 25, 2023. Between April 28, 2023 and May 25, 2023, multiple telephone conferences and in-person meetings and site visits were conducted between members of the Company’s senior management and representatives of UBS, on the one hand, and management members of restor3d and Party B, on the other hand.

On April 28, 2023, members of the Company’s senior management, representatives of UBS and management members of restor3d held a call to discuss, among other things, plans for the product demonstration visit, described below, that occurred on May 21, 2023.

On May 1, 2023, representatives of Hogan Lovells and outside counsel to Party B held an introductory video conference call at which counsel discussed various structuring and due diligence matters related to the transaction. During the call, outside counsel conveyed that Party B would seek an exclusivity arrangement in connection with the potential transaction. On May 3, 2023, outside counsel to Party B sent Hogan Lovells a draft exclusivity agreement with respect to the transaction. Later on May 3, 2023, representatives of UBS held a telephone call with management members of Party B during which representatives of UBS conveyed that the Company was not willing to enter into any exclusivity arrangement at the present time.

On May 4, 2023 and May 5, 2023, members of the Company’s senior management, representatives of UBS and management members of Party B held calls to discuss certain due diligence matters, including with respect to finance and operational matters. Also on May 4, 2023, members of the Company’s senior management, representatives of UBS and management members of restor3d held a call to discuss certain due diligence matters, including with respect to research and development matters.

On May 8, 2023, the Company’s initial draft of a merger agreement with respect to the transaction was posted to the Company’s virtual data room, in accordance with the instructions that had been included in the April 26, 2023 process letter that had been provided to each of restor3d and Party B.

On May 9, 2023, members of the Company’s senior management, representatives of UBS and management members of restor3d held an in-person meeting to discuss various due diligence matters, which included a visit by management members of restor3d to certain of the Company’s operational sites.

On May 10, 2023, members of the Company’s senior management, representatives of UBS and management members of Party B held a call regarding regulatory compliance due diligence matters.

On May 11, 2023, members of the Company’s senior management, representatives of each of Hogan Lovells and outside counsel to Party B held a video conference call regarding intellectual property due diligence matters. Also on May 11, 2023, members of the Company’s senior management, representatives of UBS and management members of Party B held an in-person meeting to discuss various due diligence matters, which included a visit by management members of Party B to certain of the Company’s operational sites.

On May 16, 2023, members of the Company’s senior management, representatives of UBS and management members of Party B held a call regarding sales and marketing due diligence matters.

On May 21, 2023, members of the Company’s senior management, representatives of UBS, management members of restor3d and independent surgeon advisors of both companies held an in-person product demonstration at the site of restor3d’s cadaveric laboratory.

On May 25, 2023, members of the Company’s senior management, representatives of UBS and management members of restor3d held a video conference call regarding intellectual property due diligence matters.

On May 25, 2023, restor3d provided to representatives of UBS a non-binding proposal letter addressed to the Company, re-affirming its proposal for a cash acquisition of the Company by restor3d for a purchase price of $2.27 per share. restor3d’s letter stated that restor3d anticipated needing an additional period of at least three weeks to complete its due diligence review, and the proposal was subject to, among other things, its satisfaction with such review. The letter also stated that the patent infringement lawsuit filed by Osteoplastics LLC (“Osteoplastics”) against the Company in March 2020 (the “Osteoplastics Litigation”), which was scheduled to begin in July 2023, was a material open due diligence issue that would need to be resolved or addressed to restor3d’s satisfaction.

Also on May 25, 2023, Party B provided to representatives of UBS a letter addressed to the Company reaffirming its interest in a transaction on the same terms it had outlined in its proposal letter from April 20, 2023. Party B’s May 25^th letter stated that it had substantially completed all business, legal, accounting and intellectual property due diligence activities, and that Party B intended to submit an offer by May 31, 2023, subject to the completion of certain additional due diligence items related to contingent liabilities and final approval by Party B’s board of directors.

Later on May 25, 2023, the Board held a meeting with members of the Company’s senior management and representatives of each of UBS and Hogan Lovells present. At the meeting, (i) representatives of Hogan Lovells discussed with the Board the fiduciary duties of the Board under Delaware law in evaluating the proposals that had been received, and (ii) representatives of UBS discussed with the Board and members of the Company’s senior management the terms of the revised proposals and certain other related matters. After discussion, the Board directed the Company’s senior management and representatives of each of UBS and Hogan Lovells to continue working with restor3d and Party B toward agreement on a definitive merger agreement that could be reviewed and potentially approved by the Board.

On each of June 1, 2023, June 2, 2023, June 5, 2023 and June 9, 2023, members of the Company’s senior management, representatives of UBS and management members of restor3d held calls to discuss various due diligence matters, including with respect to sales, research and development, operational and finance matters.

On June 2, 2023, representatives of UBS scheduled a telephone call with management members of Party B who conveyed that Party B remained interested in pursuing a transaction, but was not yet in a position to provide a markup of the merger agreement or provide a definitive proposal.

Also on June 2, 2023, representatives of Jones Day, outside counsel to restor3d, sent representatives of Hogan Lovells a revised draft of the merger agreement that had been posted to the Company’s virtual data room on May 8, 2023.

On June 8, 2023, members of the Company’s senior management, representatives of UBS and management members of Party B held a call to discuss various due diligence matters, including with respect to operational and finance matters.

Also on June 8, 2023, representatives of Hogan Lovells sent representatives of Jones Day a revised draft of the merger agreement.

On June 9, 2023, representatives of UBS and members of senior management of restor3d held a call, during which restor3d indicated a willingness to move expeditiously towards restor3d entering into the merger agreement, and the parties discussed the process for resolving remaining open items and documentation.

On each of June 11, 2023 and June 21, 2023, representatives of UBS attempted to communicate with senior management of Party B regarding Party B’s continued interest, if any, in pursuing a transaction with the Company.

On June 12, 2023, representatives of Hogan Lovells sent representatives of Jones Day an initial draft of the Company’s disclosure letter to be delivered in connection with the merger agreement (the “Company Disclosure Letter”). Later on June 12, 2023, representatives of Hogan Lovells and Jones Day held a call to discuss certain open issues in the draft merger agreement and related due diligence matters.

On June 13, 2023, the Board held a meeting with members of our senior management and representatives of each of UBS and Hogan Lovells present. Representatives of Hogan Lovells reviewed with the Board the terms of the most recent draft of the merger agreement, the form of which had been previously distributed to the members of the Board, and the nature and status of material open issues in the merger agreement. The Board members also discussed with representatives of Hogan Lovells the fiduciary duties of the Board under Delaware law in evaluating the proposed transaction and the material terms of the merger agreement. At the meeting, representatives of UBS reviewed with the Board UBS’ preliminary financial analysis of the Per Share Cash Consideration, and discussed the timing for representatives of UBS providing a final financial analysis at a future meeting of the Board, should the Company negotiate a final form of the merger agreement. After discussion, the Board directed the Company’s senior management and representatives of each of UBS and Hogan Lovells to continue working with restor3d in an effort to advance toward agreeing on a definitive merger agreement that could be reviewed and potentially approved by the Board.

On June 14, 2023, representatives of Jones Day sent representatives of Hogan Lovells a revised draft of the merger agreement.

On June 17, 2023, representatives of Hogan Lovells sent representatives of Jones Day a revised draft of the merger agreement.

On June 19, 2023, following earlier discussions between Jones Day and Hogan Lovells, as well as between management members of restor3d and representatives of UBS, in which it was communicated that restor3d desired all warrants to acquire our common stock to terminate on or before the Closing Date (and if necessary, for such warrants to be amended to provide for such treatment), the Company’s President and Chief Executive Officer, Mark Augusti, contacted a representative of Armistice Capital Master Fund Ltd. (“Armistice”) to inquire whether Armistice would be willing to exchange its existing warrant, which was exercisable for 480,000 shares of our common stock at an exercise price of $21.87 per share (the “Armistice Warrant”), for 50,000 fully paid shares of our common stock.

Also on June 19, 2023, the Company entered into a settlement agreement with Osteoplastics to resolve the Osteoplastics Litigation, providing that the Company would make a payment of $3.5 million to Osteoplastics in full settlement of such matter.

Also on June 19, 2023, representatives of Hogan Lovells sent representatives of Jones Day a revised draft of the Company Disclosure Letter, which had been updated to reflect recent revisions to the draft merger agreement.

In the morning on June 20, 2023, representatives of Jones Day sent representatives of Hogan Lovells a revised draft of the merger agreement.

Also on June 20, 2023, Mr. Augusti engaged in follow-up communications with representatives of Armistice, in which the parties agreed in principal, subject to approval by our Board, that the Armistice Warrant would be exchanged for 100,000 fully paid shares of our common stock. Mr. Augusti also provided representatives of Armistice a draft warrant exchange agreement to implement such transaction (the “Warrant Exchange Agreement”).

On the afternoon of June 20, 2023, members of the Company’s senior management, representatives of each of UBS and Hogan Lovells, certain members of restor3d senior management and representatives of Jones Day held a video conference call to discuss the remaining open issues in the merger agreement. These open issues included, among other things, a request by restor3d that the merger agreement contain a closing condition based on the Company having a minimum cash balance at closing, and that restor3d receive a license to certain of the Company’s technology in the event that the merger agreement were terminated in certain circumstances. During this call and a series of follow-up calls between counsel, all material open issues were resolved in principal by the parties. The final resolution of open issues included restor3d agreeing to remove the closing condition related to the Company’s cash balance at closing, and the parties agreeing to a narrower formulation of the proposed license than originally requested by restor3d.

Later on June 20, 2023, representatives of Hogan Lovells sent representatives of Jones Day a revised draft of the merger agreement, which revised draft was intended to reflect the final terms outlined by the parties during their various calls earlier that day, subject to finalization of the license-related language.

In the late evening on June 20, 2023, representatives of Jones Day sent representatives of Hogan Lovells a revised draft of the Company Disclosure Letter, which included a series of remaining due diligence questions for the parties to discuss.

On June 21, 2023, representatives of Jones Day sent representatives of Hogan Lovells proposed license-related language and a proposed license term sheet to be included in the merger agreement.

Also on June 21, 2023, the Company received a letter from UBS disclosing certain relationships with the Company, restor3d and/or certain of their respective affiliates.

Also on June 21, 2023, representatives of Armistice provided the Company and representatives of Hogan Lovells proposed technical revisions to the Warrant Exchange Agreement, following which the parties engaged in follow-up telephone calls and communications that resulted in the parties agreeing to a final form of Warrant Exchange Agreement.

In the early morning on June 22, 2023, representatives of Hogan Lovells sent representatives of Jones Day a revised draft of the Company Disclosure Letter.

Also on June 22, 2023, following various telephone calls and e-mail communications regarding such matter, the Board approved the Warrant Exchange Agreement by unanimous written consent.

Also on June 22, 2023, representatives of UBS attempted to schedule a discussion with the CEO of Party B to discuss whether Party B remained interested in pursuing a transaction, but the CEO of Party B did not make himself available to have such discussion.

In the afternoon on June 22, 2023, representatives of Hogan Lovells sent representatives of Jones Day revised proposed license-related language to be included in the merger agreement. Separately, representatives of Jones Day sent representatives of Hogan Lovells a revised draft of the merger agreement. In a series of follow-up telephone conferences and e-mails that afternoon, the parties agreed on the final text of the merger agreement, including the license-related language. The parties also held a series of telephone calls to finalize the Company Disclosure Letter, and address remaining open due diligence questions.

In the early evening of June 22, 2023, the Board held a meeting with members of the Company’s senior management and representatives of each of UBS and Hogan Lovells present. Representatives of Hogan Lovells reviewed with the Board the negotiated terms of the final Merger Agreement, the form of which had been previously distributed to the members of the Board in substantially final form, including the resolution of certain open issues (including the size and nature of the termination fee provisions), and discussed the fiduciary duties of the Board under Delaware law in evaluating the proposed transaction and the material terms of the Merger Agreement. The Board then discussed the fact that, after outreach to many third parties whom the Board had determined, in consultation with members of the Company’s senior management and representatives of UBS, to be the most likely to have the strategic interest and financial ability to pursue an acquisition transaction with the Company, no other party was currently expressing interest in a potential acquisition of the Company, other than Party B. The Board also discussed the fact that Party B’s proposed price per share was less than the amount proposed by restor3d, and that Party B was not willing to proceed on the same timeline as restor3d (as evidenced by its failure to provide a markup to the draft merger agreement that had been provided to them). Representatives of UBS reviewed with the Board UBS’ financial analysis relating to the Per Share Cash Consideration, and delivered to the Board an oral opinion, which opinion was confirmed by delivery of a written opinion dated the same date, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the Per Share Cash Consideration to be received by Conformis stockholders in the Merger was fair, from a financial point of view, to such holders, as more fully described in the section entitled “—Opinion of UBS Securities LLC.” The written opinion delivered by UBS to the Board is attached to this proxy statement as Annex B. Following additional discussion and consideration of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, the Board unanimously: (1) determined that the Merger and the other transactions contemplated by the Merger Agreement were in the best interests of Conformis and its stockholders, (2) determined that the form, terms and provisions of the Merger Agreement and the transactions contemplated

thereby, including the Merger, were advisable, fair to and in the best interests of Conformis and its stockholders, (3) adopted, authorized and approved (i) the Merger Agreement and (ii) the performance by Conformis of all the transactions contemplated by the Merger Agreement, including the Merger, (4) authorized the submission of the proposals described below to the Conformis stockholders for approval at a special meeting of Conformis stockholders and (5) recommended that the Conformis stockholders vote for the proposals at the special meeting (including to adopt the Merger Agreement).

Later on June 22, 2023, the parties finalized the Merger Agreement and the Company Disclosure Letter (including the final equity capitalization-related amounts outstanding as of the close of business on June 22, 2023). Thereafter, the Company and Armistice entered into the Warrant Exchange Agreement, and restor3d and Merger Sub executed the Merger Agreement. Later on June 22, 2023, the Company and restor3d issued a joint press release announcing the execution of the Merger Agreement.

In recommending that Conformis stockholders vote to adopt the Merger Agreement, the Board, in consultation with the Company’s senior management and its financial and legal advisors, considered a number of factors, including the following (which are not necessarily presented in order of relative importance):

The Per Share Cash Consideration to be paid by restor3d would provide Conformis stockholders with the opportunity to receive a significant premium over recent trading prices of shares of Conformis common stock. The Board considered:

The Board considered Conformis’ current and historical business, financial condition, results of operations, competitive position, strategic alternatives and financial prospects, as well as Conformis’ long-term business plan and prospects and risks if it were to remain an independent public company, including:

The Board considered the other strategic alternatives available to Conformis, including:

The Board considered the likelihood that the Merger would be consummated in a timely manner as a result of a number of factors, including the following:

In addition to the terms of the Merger Agreement described above that make it likely that the Merger would be consummated in a timely manner, the Board considered other the terms in the Merger Agreement, including:

The Board considered a number of other factors related to the Merger, including:

The Board also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the Board in its consideration of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. After considering these and other factors, the Board concluded that the potential benefits of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement outweighed the uncertainties and risks. In view of the variety of factors considered by the Board and the complexity of these factors, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. After a careful and thorough review of all the various factors, the Board unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and recommended that Conformis stockholders vote in favor of the adoption of the Merger Agreement. The Board based its unanimous recommendation on the totality of the information presented, including thorough discussions with, and questioning of, the Company’s senior management, and its financial and legal advisors.

This explanation of our Board’s reasons for recommending the adoption of the Merger Agreement and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

On June 22, 2023, at a meeting of the Board held to evaluate the Merger, UBS delivered to the Board an oral opinion, which opinion was confirmed by delivery of a written opinion dated the same date, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the Per Share Cash Consideration to be received by Conformis stockholders in the Merger was fair, from a financial point of view, to such holders.

The full text of UBS’ opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached to this proxy statement as Annex B and is incorporated herein by reference. UBS’ opinion was provided for the benefit of the Board (in its capacity as such) in connection with, and for the purpose of, its evaluation of the Per Share Cash Consideration in the Merger and addresses only the fairness, from a financial point of view, of the Per Share Cash Consideration to be received by Conformis stockholders in the Merger. The opinion does not address the relative merits of the Merger as compared to other business strategies or transactions that might be available with respect to the Company or the Company’s underlying business decision to effect the Merger. The opinion does not constitute a recommendation to any stockholder as to how such stockholder should

vote or act with respect to the Merger. Conformis stockholders are encouraged to read UBS’ opinion carefully in its entirety. The following summary of UBS’ opinion should be read in conjunction with the full text of UBS’ opinion.

In arriving at its opinion, UBS, among other things:

In connection with its review, with the consent of the Board, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of its opinion. In addition, with the consent of the Board, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company, nor was it furnished with any such evaluation or appraisal. With respect to the financial forecasts and estimates referred to above, UBS assumed, at the direction of the Board, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Conformis management as to the future financial performance and financial condition of the Company. UBS’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

At the direction of the Board, UBS was not asked to, nor did it, offer any opinion as to the terms, other than the Per Share Cash Consideration to the extent expressly specified in UBS’ opinion, of the Merger Agreement or the form of the Merger. In addition, UBS expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Per Share Cash Consideration. In rendering its opinion, UBS assumed, with the consent of the Board, that (1) the final executed form of the Merger Agreement would not differ in any material respect from the draft that UBS reviewed, (2) the parties to the Merger Agreement would comply with all material terms of the Merger Agreement, and (3) the Merger would be consummated in accordance with the terms of the Merger Agreement without any adverse waiver or amendment of any material term or condition thereof. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any material adverse effect on the Company or the Merger. At the request of the Board, UBS contacted third parties to solicit indications of interest in a possible transaction with the Company and held discussions with certain of these parties prior to the date of its opinion. The issuance of UBS’ opinion was approved by an authorized committee of UBS.

In connection with rendering its opinion to the Board, UBS performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses

performed and factors considered by UBS in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public company analysis and selected transactions analysis summarized below, no company or transaction used as a comparison was identical to the Company or the Merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned. As the Board was aware, the financial and operating characteristics of the Company cause its financial results to have limited comparability, for valuation purposes, to those of other companies and transactions that UBS reviewed and, accordingly, UBS relied primarily on a discounted cash flow analysis of financial forecasts and estimates prepared by Conformis management for purposes of its opinion.

UBS believes that its analysis and the summary below must be considered as a whole and that selecting portions of its analysis and factors or focusing on information presented in tabular format, without considering all analyses and factors or the full narrative description of the analyses, could create a misleading or incomplete view of the processes underlying UBS’ analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of the Company prepared by its management and the estimates of the future financial performance reflecting such estimates, in or underlying UBS’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of the Company. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies may actually be sold or acquired.

The Per Share Cash Consideration was determined through negotiation between the Company and restor3d and the decision by the Board to enter into the Merger Agreement was solely that of the Board. UBS’ opinion and financial analyses were only one of many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board with respect to the Merger or the Per Share Cash Consideration.

The following is a summary of the material financial analyses performed by UBS and provided to the Board on June 22, 2023 in connection with UBS’ opinion relating to the Merger. The financial analyses summarized below include information presented in tabular format. In order to fully understand UBS’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS’ financial analyses.

For purposes of its analyses, UBS reviewed a number of financial and operating metrics, including the following terms defined in this section as (unless the context indicates otherwise):

Unless the context indicates otherwise, (1) Enterprise Values derived from the selected companies analysis described below were calculated using balance sheet information and prices of the common stock of the selected

publicly traded companies in the U.S. listed below, in all cases, publicly available as of the close of market on June 22, 2023; and (2) cash and cash equivalents and net debt for the Company was based on such amount as of June 30, 2023, as estimated by Conformis management. Accordingly, this information may not reflect current or future market conditions.

In addition, unless the context indicates otherwise, per share amounts for Conformis common stock were calculated on a diluted basis, using the treasury stock method, based on shares of common stock (including vested restricted stock), stock options to acquire common stock, warrants to acquire common stock, unvested RSUs, and unvested PSUs outstanding as of June 22, 2023, as provided by Conformis management.

Review of Solicitation Process. In connection with UBS’ review of the Merger, and in arriving at its opinion, UBS reviewed the scope and results of its solicitation of interest from other parties with respect to a business combination with the Company. UBS reviewed with the Board such solicitation process undertaken by UBS to assist the Company in exploring third party interest in a transaction involving the Company. UBS highlighted that:

A total of 37 parties (including restor3d) were contacted regarding a potential transaction:

Discounted Cash Flow Analysis. UBS performed two discounted cash flow (“DCF”) analyses of the Company on a standalone basis using the financial forecasts of Conformis management. The two DCF analyses reflected different assumptions regarding additional capital raises necessary to fund the business plan as reflected in the financial forecasts of Conformis management. In each DCF analysis, UBS calculated a range of implied present values as of June 30, 2023 of the standalone after-tax unlevered free cash flows that the Company was forecasted to generate from July 1, 2023 through December 31, 2027 using discount rates ranging between 20.00% and 22.00%, based on UBS’ estimate of the Company’s weighted average cost of capital (“WACC”). UBS also calculated estimated terminal values for the Company as of December 31, 2027, based on the estimated standalone NTM revenue as of fiscal year-end 2027 (based on a 3.00% terminal year revenue growth rate as provided by Conformis management), using terminal multiples of 0.5x to 1.0x. The estimated terminal values were then discounted to present value as of June 30, 2023 using discount rates ranging between 20.00% and 22.00% based on the Company’s estimated WACC. In one DCF analysis (“DCF – Capital Raise 2023”), UBS assumed a capital raise in the third quarter of 2023 of $6.6 million (at an assumed share price of $1.15 per share, as provided by Conformis management) to fund the business plan of the Company through December 31, 2023. In the other DCF analysis (“DCF – Capital Raises Through 2027”), UBS assumed such 2023 capital raise, as well as additional mid-year capital raises throughout the length of the business plan through December 31, 2027, in amounts necessary to fund expected cash usage during the length of the business plan, as provided by Conformis management. Such additional capital raises were at assumed share prices derived from the average of the prior and current year assumed share prices, using assumed share prices (as provided by Conformis management) calculated based on an assumed EV/NTM revenue multiple of 0.75x beginning in 2024, and rising to an EV/NTM revenue multiple of 1.50x in 2027 (in each case, discounted 20% to account for the large issuance as a percentage of assumed then outstanding shares). UBS then derived implied per share reference ranges from the resulting implied Enterprise Value reference ranges, using the net debt and diluted share information described above. These analyses resulted in the following implied per share reference ranges for Conformis common stock as compared to the closing price of Conformis common stock on June 22, 2023 and the Per Share Cash Consideration in the Merger:

Other Information. UBS also noted for the Board certain additional factors that were not relied upon in rendering its opinion, but were provided for informational purposes, including the following:

Analysts Price Targets for Conformis. UBS reviewed a stock price target for shares of Conformis common stock in one recently published, publicly available Wall Street research analyst’s report, which indicated a 1-year forward stock price target of $2.00 per share (which equated to a current stock price target of $1.65 per share, discounted at 21.0%), as compared to the closing price of Conformis common stock on June 22, 2023 of $1.16 per share and the Per Share Cash Consideration in the Merger of $2.27.

Trading Range Analysis for Conformis. UBS reviewed the historical closing trading prices for shares of Conformis common stock during the 52-week period ended June 22, 2023, which reflected low and high stock prices during such period ranging from $1.09 to $9.65 per share, as compared to the closing price of Conformis common stock on June 22, 2023 of $1.16 per share and the Per Share Cash Consideration in the Merger of $2.27.

Premiums Paid Analysis. UBS reviewed the implied premiums paid in all cash transactions announced since January 1, 2013, which involved medical device transactions with Enterprise Values less than $100 million, using premiums based on one trading day (unaffected) prior to the announcement of the applicable transaction. Such range of implied premiums indicated a median premium of approximately 41% and a mean premium of approximately 47% for the applicable transactions, which UBS then applied to the closing price of Conformis common stock on June 22, 2023, the last trading day prior to the announcement of the Merger, which resulted in an implied per share reference range for Conformis common stock of $1.64 to $1.71 per share as compared to the closing price of Conformis common stock on June 22, 2023 of $1.16 per share and the Per Share Cash Consideration in the Merger of $2.27.

Selected Public Companies Analysis. UBS reviewed certain financial information and implied trading multiples for four selected publicly traded companies. In choosing the selected companies, UBS considered publicly traded U.S. companies in the medical technology sector with equity value less than $50 million, current negative EBITDA with high cash burn, and limited access to capital markets. In this analysis, UBS compared, among other things, multiples of implied Enterprise Value to estimated revenue for each of calendar years 2023 and 2024 (“2023E” and “2024E,” respectively), based on mean consensus Wall Street research analyst estimates. These multiples ranged from (i) less than 0.0x (deemed to be not meaningful, or “nm”) to 0.5x 2023E revenue (with mean and median of 0.5x and 0.5x, respectively) and (ii) nm to 0.5x 2024E revenue (with mean and median of 0.4x and 0.4x, respectively).

Based on this data, UBS applied multiples ranging from 0.1x to 0.3x and 0.1x to 0.3x to the corresponding 2023E and 2024E revenue for the Company to arrive at a range of implied Enterprise Values for the Company. UBS then derived implied equity value per share reference ranges from the resulting Enterprise Value reference ranges, using the net debt and diluted share information described above. This analysis indicated the following implied equity value per share reference ranges for Conformis common stock as compared to the Per Share Cash Consideration in the Merger:

Selected Precedent Transactions Analysis. UBS reviewed an implied transaction multiple for one transaction involving a business segment divestiture from a publicly traded company in the orthopedic medical sector. In choosing this transaction, UBS considered orthopedic transactions, including business segment divestitures, announced since January 1, 2015, with implied Enterprise Values less than $50 million and with high cash burn.

In this analysis, UBS compared the multiple of implied transaction value (based on the Enterprise Value of the target business segment using the implied purchase price set forth in public filings at the time of announcement of the transaction) to the LTM revenue for the target business segment as of the announcement of the transaction, which multiple was 0.4x.

Based on this data, UBS applied multiples ranging from 0.35x to 0.45x to the Company’s estimated LTM revenue as of June 30, 2023 to arrive at a range of implied Enterprise Values for the Company. UBS then

derived implied equity value per share reference ranges from the resulting Enterprise Value reference ranges, using the net debt and diluted share information described above. This analysis indicated the following implied equity value per share reference ranges for Conformis common stock as compared to the Per Share Cash Consideration in the Merger:

Miscellaneous. Under the terms of UBS’ engagement by the Company, the Company has agreed to pay UBS for its financial advisory services in connection with the Merger an aggregate fee of $3 million, $1 million of which became payable upon delivery of UBS’ opinion and remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse UBS for certain expenses, including certain fees, disbursements and other charges of its counsel, and to indemnify UBS and related parties against certain liabilities, including certain liabilities under federal securities laws, relating to, or arising out of, its engagement.

In the ordinary course of business, UBS, its affiliates and its and their respective employees may currently own or trade loans, debt and/or equity securities of the Company for their own account or for the accounts of customers, as applicable, and may at any time hold a long or short position in such securities.

The Company selected UBS as a financial advisor in connection with the Merger because UBS is an internationally recognized investment banking firm with substantial experience in similar transactions. UBS is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

While the Company has generally provided, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or pending fiscal quarter and year in its regular earnings press releases and other investor materials, the Company does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, revenues, earnings as adjusted, financial condition or other results given, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Board’s evaluation of the Merger, certain non-public unaudited prospective financial information, including certain analyses and financial forecasts and projections relating to the Company on a standalone basis for fiscal years 2023 through 2027 (the “Projections”), were prepared by management and provided to the Board. The Projections were also provided to the Company’s financial advisor, UBS, and UBS was directed by the Board to use and rely upon the Projections in connection with its financial analysis and opinion summarized under “—Opinion of UBS Securities LLC.”

The below summary of the Projections is included for the purpose of providing the Company’s stockholders access to certain non-public information that was furnished to the Board and UBS in connection with the Merger and such information may not be appropriate for other purposes, and is not included to induce any of the Company’s stockholders to vote in favor of the proposals contained in this proxy statement or to influence any of the Company’s stockholder or any other person to make an investment decision with respect to the Merger.

The Projections were not prepared with a view to public disclosure or toward compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, but, in the view of management, were reasonably prepared and reflect the best available estimates, judgments and assumptions at the time of execution of the Merger Agreement, to the best of management’s knowledge and belief, as to the expected future financial performance of the Company. Furthermore, the Company’s registered public accounting firm has not compiled, examined or performed any audit or other procedures with respect to the Projections, and accordingly assumes no responsibility for, and expresses no opinion or other form of assurance on, the Projections.

By including the Projections in this proxy statement, neither the Company nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any person regarding the

information included in the Projections or the ultimate performance of the Company or any of its affiliates compared to the information contained in the Projections. The Company has not made and makes no representation to any of its stockholders, in the Merger Agreement or otherwise, concerning the Projections or regarding the Company’s actual performance compared to the Projections or that the Projections will be achieved. The Company urges all of its stockholders not to place undue reliance on the Projections and to evaluate them together with the Company’s most recent SEC filings and the historical financial statements and other information regarding the Company contained therein.

Forecasting the future cash flows associated with the development and commercialization of products in the clinical and early commercialization stages is a highly speculative endeavor. Although the Projections are presented with numerical specificity, the Projections reflect numerous variables, assumptions and estimates as to future events, including, among other things, assumptions and estimates relating to the Company’s ability to raise any additional capital; the Company’s ability to continue as a going concern; the Company’s estimates regarding the potential market opportunity and timing of estimated commercialization for its current and future products; the Company’s expectations regarding its sales, expenses, gross margin and other results of operations; the Company’s strategies for growth and sources of new sales; the Company’s ability to maintain and expand its customer base and its relationships with its independent sales representatives and distributors; the Company’s current and future products and plans to promote them; the implementation of the Company’s business model, strategic plans for its business, products, product candidates and technology; the Company’s ability to successfully develop and commercialize planned products and services; product liability claims; litigation claims; patent infringement claims; the Company’s ability to compete in its industry and with innovations by its competitors; potential reductions in reimbursement levels by third-party payors and cost containment efforts of accountable care organizations; the Company’s ability to obtain reimbursement or direct payment for our products and services; and other relevant factors relating to the Company’s long-term operating plan, as well as future economic, competitive and regulatory conditions and financial market conditions, available at the time the Projections were prepared as to certain business decisions and general economic conditions that are subject to change. Further, such variables, assumptions and estimates are inherently subjective and highly uncertain and many of which are beyond the Company’s control. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business, industry performance, the regulatory and competitive environment, general business and economic conditions and other factors. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially different than those contained in the Projections. The Company’s stockholders are urged to review the Company’s SEC filings for a description of the Company’s reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q.

In preparing the Projections, management made a number of assumptions regarding, among other things, (i) gross margin expansion resulting from changes to product mix, higher manufacturing volume, and lower cancelled case inventory expense, (ii) a decrease in non-variable operating expenses, (iii) variable operating expense growth due to higher revenue (occurring at a similar revenue growth rate to recent historical financial results), (iv) a reduction in capital expenditures, (v) repayment of debt principal in accordance with the Company’s secured credit agreement, and (vi) the Company’s successful ability to consummate multiple equity financings during the 5-year forecast period coupled with varying levels of warrant coverage as part of the applicable equity financings.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE COMPANY DOES NOT INTEND, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY, TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN THE COMPANY PREPARED THE PROJECTIONS OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS OR CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS, EVEN IN THE EVENT THAT ANY OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE SHOWN NOT TO BE APPROPRIATE. SINCE THE PROJECTIONS COVER MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company’s stockholders are cautioned not to place undue reliance on the Projections included in this proxy statement.

Certain of the measures included in the Projections are non-GAAP financial measures, as noted below. Non-GAAP financial measures should be considered with, and not as a substitute for or superior measure to, financial measures presented in compliance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the below summary of the Projections) in connection with a proposed transaction like the Merger when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by UBS for purposes of its opinion or by the Board in connection with its consideration of the Merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures to the relevant GAAP financial measures. The Company’s stockholders should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP, and therefore have limits in their usefulness. Because of the non-standardized definitions, the non-GAAP financial measures as used by the Company in this proxy statement and the accompanying footnotes may be calculated differently from, and therefore may not be comparable to, similarly titled amounts used by other companies.

The following tables present a summary of the Projections (dollars in millions):

The Merger is not conditioned on any financing arrangements or contingencies. We anticipate that the total amount of funds necessary to consummate the Merger and the related transactions, including the funds needed to (i) pay our stockholders the amounts due to them under the Merger Agreement; (ii) make payments in respect of Conformis’ outstanding equity-based awards pursuant to the Merger Agreement; and (iii) pay all fees and expenses related to the Merger, will be funded through cash on hand available to restor3d.

When considering the recommendation of our Board that you vote for the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. Our Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by our stockholders.

For purposes of this proxy statement, our executive officers are Mark A. Augusti, Christine Desrochers (who was appointed as our Interim Chief Financial Officer on June 12, 2023), Robert S. Howe (who resigned from his role as Chief Financial Officer, effective June 9, 2023, but remains a consultant to the Company), and Denise E. Pedulla.

As is the case for our stockholders generally, our directors and executive officers will be entitled to receive $2.27 in cash without interest and subject to any applicable withholding taxes for each share of our common stock that they own at the Effective Time. For information regarding beneficial ownership of our common stock by each of our current directors, our named executive officers and all directors and executive officers as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Stock Options. Immediately prior to the Effective Time, each stock option to purchase shares of our common stock that is outstanding and unexercised as of immediately prior to the Effective Time will become fully vested and immediately exercisable and each option holder will have the opportunity to exercise his or her options no later than two business days prior to the Closing Date. As of the end of the Final Exercise Date, all stock options will no longer be outstanding and to the extent unexercised, will automatically be canceled and cease to exist without any cash payment or other consideration being made in respect thereof. As of the date hereof, all stock options that are currently outstanding have a strike price per share that is greater than the Per Share Cash Consideration, such that if a director or executive officer were to exercise any such stock option in advance of the Merger, and the Merger were consummated, the applicable director or executive officer would receive a loss on such exercise. As a result, the Company therefore expects that all stock options held by directors and executive officers will expire unexercised, and will have no realizable value if the Merger is consummated.

Restricted Stock and Restricted Stock Units. Immediately prior to the Effective Time, (i) each share of restricted stock that is unvested as of immediately prior to the Effective Time will vest in full and become free of restrictions and will be exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration, and (ii) each time-based vesting RSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest in full, and be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

The following table sets forth, based on restricted stock and time-based vesting RSUs outstanding as of July 14, 2023, the cash proceeds that each of our directors and executive officers would receive in respect of such restricted stock and/or RSUs based on the Per Share Cash Consideration of $2.27 per share:

Performance Stock Units. Immediately prior to the Effective Time, each PSU that is outstanding and unsettled as of immediately prior to the Effective Time will vest in full at target achievement levels, and be canceled and converted into the right the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

The following table sets forth, based on PSUs outstanding as of July 14, 2023 (at target achievement), the cash proceeds that each of our directors and executive officers would receive in respect of such PSUs based on the Per Share Cash Consideration of $2.27 per share:

Mark A. Augusti, Chief Executive Officer and President, has entered into an employment agreement with Conformis (as amended and restated), which provides that, if Mr. Augusti’s employment is terminated by us without “Cause” or Mr. Augusti resigns for “Good Reason” within three months prior to or 24 months following the Merger (each a “qualifying termination” for purposes of Mr. Augusti’s agreement), regardless of whether the qualifying termination occurs prior to, on, or after the two-year anniversary of the effective date of Mr. Augusti’s employment agreement, then Mr. Augusti will be eligible to receive the following, in exchange for a release of claims:

Mr. Augusti’s executive employment agreement provides that if Mr. Augusti receives an amount subject to the excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986 (the “Code”), the amount of the payments to be made to Mr. Augusti will be reduced to the extent such reduction would result in a greater amount of after-tax proceeds.

For purposes of Mr. Augusti’s employment agreement:

Mr. Augusti’s employment agreement (as amended and restated) requires him to abide by the terms of an employee confidential information, inventions and non-competition agreement, which includes non-competition, non-solicitation, and non-interference restrictions during employment and for the one-year period thereafter (unless the non-competition obligation is violated, in which case such period shall be extended through the time required to resolve such dispute) and confidentiality restrictions in perpetuity.

Christine Desrochers, Interim Chief Financial Officer, has entered into a severance agreement with Conformis, which provides that, if Ms. Desrochers’ employment is terminated by us without “Cause” between April 26, 2023 and the Merger or during the 12 months immediately following the Merger, then Ms. Desrochers will be eligible to receive the following benefits, in exchange for a release of claims:

For purposes of Ms. Desrochers’ severance agreement:

Ms. Desrochers’ severance agreement requires her to abide by the terms of an employee confidential information, inventions and non-competition agreement, which includes non-competition, non-solicitation, and non-interference restrictions during employment and for the two-year period thereafter (unless such obligations are violated, in which case such period shall be extended through the time required to resolve such dispute) and confidentiality restrictions in perpetuity.

Denise E. Pedulla, Chief Legal Officer and Corporate Secretary, has entered into an employment agreement with Conformis, which provides that, if Ms. Pedulla’s employment is terminated by us without “Cause” or Ms. Pedulla resigns for “Good Reason,” during the three months immediately preceding the Merger and ending 12 months immediately following the Merger, then Ms. Pedulla will be eligible to receive the following benefits, in exchange for a release of claims:

For purposes of Ms. Pedulla’s employment agreement:

Ms. Pedulla’s employment agreement includes non-competition, non-solicitation, and non-interference restrictions during employment and for the one-year period thereafter and confidentiality restrictions in perpetuity.

On November 21, 2022, we granted a cash transaction bonus to Ms. Pedulla in the amount of $120,000, payable by us in two installments, (i) $60,000 became payable in the last standard payroll payment date of March 2023, and (ii) $60,000, which becomes payable in the first standard payroll following closing of the Merger, of which only the first installment has been paid. Such payments are subject to satisfying certain conditions including maintaining confidentiality and employment through the respective payment dates.

In connection with Robert S. Howe’s resignation from his role as Chief Financial Officer and Treasurer of Conformis, effective June 9, 2023, we entered into a consulting agreement with Mr. Howe, dated May 18, 2023, that became effective as of June 10, 2023, pursuant to which he is eligible to receive $500.00 per hour for consulting services rendered (in an amount not to exceed $5,000 per calendar week in which actual services are rendered, unless approved in advance). Upon the expiration or termination of the consulting agreement on September 30, 2023, so long as Mr. Howe has rendered services in good faith and upon execution of a termination certificate by Mr. Howe, Mr. Howe shall be eligible to receive a payment of $25,000. Mr. Howe’s equity awards continue to vest in connection with his consultant service.

Mr. Howe’s consulting agreement reaffirms his obligations under his prior employment agreement with Conformis, which requires him to continue to abide by the non-competition, non-solicitation, and non-interference restrictions for the one-year period following termination of his employment and survival of confidentiality restrictions in perpetuity (both in his capacity as an employee and consultant).

For purposes of this proxy statement, our named executive officers consist of (i) Mark A. Augusti, President and Chief Executive Officer, (ii) Robert S. Howe, Chief Financial Officer and Treasurer (who resigned from his role effective June 9, 2023, but remains a consultant to the Company), and (iii) Denise E. Pedulla, Chief Legal Officer and Corporate Secretary. The compensation that may be paid or become payable to our named executive officers in connection with the Merger is subject to approval, on an advisory (non-binding) basis, by our stockholders, as described below in the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 2).”

The table below and its footnotes show the estimated amounts of payments and benefits that each named executive officer would receive in connection with the Merger, assuming that the Merger was consummated and each such named executive officer’s employment was terminated by Conformis without “Cause” or by the named executive officer with “Good Reason” (as such terms are defined in their applicable employment agreements) (each of which we refer to as a “qualifying termination”), in each case as of the closing of the Merger.

The calculations in the table below do not include amounts the named executive officers would have been entitled to receive regardless of whether the Effective Time has occurred, that were vested as of July 14, 2023, or

amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of an officer and that are available generally to all of our salaried employees.

The estimated amounts below are based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement. In addition, certain amounts will vary depending on the actual Closing Date and actual date of the named executive officer’s termination of employment. As a result, the actual amounts, if any, to be received by an applicable individual may differ in material respects from the amounts set forth below.

Pursuant to the terms of the Merger Agreement, our directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance.”

Our common stock is listed on the Nasdaq Capital Market, under the symbol “CFMS.” The closing sale price of our common stock on June 22, 2023, which was the last completed trading day prior to public announcement of the Merger, was $1.16 per share. On July 21, 2023, the most recent practicable date before the filing of this proxy statement, the closing sale price of our common stock was $2.21 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

Under the terms of the Merger Agreement, during the period from the date of the Merger Agreement until the Effective Time, we may not declare or pay any cash dividends to our stockholders without the written consent of restor3d. We have never declared or paid any dividends on our capital stock. Under our current dividend policy, we intend to retain all future earnings for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying cash dividends for the foreseeable future.

The following discussion is a summary of the material U.S. federal income tax consequences to our stockholders whose shares are converted to cash in the Merger. This summary does not address any tax consequences of the Merger arising under the laws of any state, local or foreign jurisdiction or U.S. federal laws other than U.S. federal income tax laws and does not address tax considerations applicable to holders who receive cash pursuant to the exercise of appraisal rights. This discussion is based on the Code, applicable U.S. Treasury Regulations promulgated thereunder (“Treasury Regulations”), published positions of the Internal Revenue Service, court decisions and other applicable authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be applicable to our stockholders in light of their particular circumstances or persons subject to special treatment under U.S. federal income tax law, such as:

Our stockholders are encouraged to consult their own tax advisors to determine the particular tax consequences to them of the receipt of cash in exchange for shares of Conformis common stock pursuant to the Merger (including the application and effect of any state, local or non-U.S. income and other tax laws).

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Conformis common stock, the tax treatment of a partner in the partnership generally will depend upon the status and activities of the partner and the activities of the partnership. Partners in a partnership holding shares of Conformis common stock are encouraged to consult their tax advisors regarding the tax consequences of the Merger.

This discussion applies only to persons that hold their shares of Conformis common stock as a capital asset within the meaning of Section 1221 of the Code. We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the Merger to our stockholders. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service may not agree with the tax consequences described herein.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Conformis common stock that is:

A “non-U.S. holder” means a beneficial owner (other than a partnership) of Conformis common stock that is not a U.S. holder.

The exchange of shares of Conformis common stock for cash in the Merger generally will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Conformis common stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis generally will equal the price the U.S. holder paid for such shares. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the shares of Conformis common stock exceeds one year at the time of the completion of the Merger. Long-term capital gains of non-corporate U.S. holders currently are generally subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of Conformis common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis, holding period, and gain or loss separately with respect to each block of shares of Conformis common stock. Capital gains recognized by individuals, trusts and estates also may be subject to a 3.8% federal Medicare contribution tax. Stockholders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the Medicare contribution tax to gain recognized from the disposition of shares of Conformis common stock in the Merger.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the Merger, unless such holder properly establishes an exemption or provides its correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner. All U.S. holders surrendering shares of Conformis common stock pursuant to the Merger should duly complete and sign, under penalty of perjury, the Internal Revenue Service Form W-9 included as part of the letter of transmittal and return it to the paying agent to provide the information, including such holder’s taxpayer identification number, and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to us and the paying agent).

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain recognized on the receipt of cash in exchange for shares of Conformis common stock pursuant to the Merger unless:

A non-U.S. holder will be subject to information reporting, and in certain circumstances, backup withholding will apply, with respect to the cash received by a non-U.S. holder pursuant to the Merger, unless such holder certifies under penalties of perjury that it is not a United States person, as defined under the Code, and the payor does not have actual knowledge or reason to know that the holder is a United States person or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that such non-U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner. In order to avoid backup withholding, a non-U.S. holder exchanging shares of common stock for cash pursuant to the Merger should submit with the letter of transmittal a duly completed and signed applicable Internal Revenue Service Form W-8, which may be obtained from the paying agent or at www.irs.gov.

This summary of material U.S. federal income tax consequences is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction.

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the Merger Agreement or the completion of the Merger, other than the filing of the certificate of merger with the Secretary of State of the State of Delaware.

If the Merger is completed, our common stock will be delisted from the Nasdaq Capital Market and deregistered under the Exchange Act.

We are asking you to approve a proposal to adopt the Merger Agreement. For a detailed discussion of the terms and conditions of the Merger Agreement, see the section entitled “The Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated herein by reference.

Under Delaware law, approval of the proposal to adopt the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal to adopt the proposal. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal.

After considering various factors described in the section entitled “—Reasons for the Recommendation of our Board of Directors,” our Board has unanimously (1) determined that the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of Conformis and its stockholders, (2) determined that the form, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Conformis and its stockholders, (3) adopted, authorized and approved (i) the Merger Agreement and (ii) the performance by Conformis of all the transactions contemplated by the Merger Agreement, including the Merger, (4) authorized the submission of the proposals described below to the Conformis stockholders for approval at the Special Meeting and (5) recommended that the Conformis stockholders vote for the proposals. Accordingly, our Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement.

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about Conformis or modify or supplement any factual disclosures about Conformis in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Conformis. The Merger Agreement contains representations and warranties by and covenants of Conformis, restor3d and Merger Sub that were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures and being made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Conformis’ public disclosures. The representations, warranties and covenants in the Merger Agreement and any descriptions thereof should be read in conjunction with the disclosures in Conformis’ periodic and current reports, proxy statements and other documents filed with the SEC. See the section entitled “Where You Can Find Additional Information.” Moreover, the description of the Merger Agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Merger Agreement.

Additional information about Conformis may be found elsewhere in this proxy statement and Conformis’ other public filings. See the section entitled “Where You Can Find Additional Information.”

At the Effective Time, Merger Sub will merge with and into Conformis, and the separate corporate existence of Merger Sub will cease. Conformis will be the Surviving Corporation in the Merger and will continue its corporate existence as a Delaware corporation and a direct wholly owned subsidiary of restor3d.

At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety to be in the form attached as Annex I to the Merger Agreement and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation. Also at the Effective Time, the bylaws of the Surviving Corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub will be replaced by references to Conformis, Inc.).

At the Effective Time, the individuals holding positions as directors and officers of Merger Sub immediately before the Effective Time will become the initial directors and officers of the Surviving Corporation.

The closing of the Merger will take place remotely by the electronic exchange as soon as practicable (but in any event within two business days after the satisfaction (or, to the extent permitted by law, waiver by the party entitled thereto) of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction (or, to the extent permitted by law, waiver) of such conditions), or at such other place, time and date as is agreed in writing by Merger Sub, restor3d and Conformis.

On the Closing Date, restor3d and Merger Sub will cause a certificate of merger to be filed with the Secretary of State of the State of Delaware. The Merger will become effective at the time the certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as restor3d, Merger Sub and Conformis agree and specify in the certificate of merger.

As of the date of the filing of this proxy statement, the parties expect to complete the Merger by the end of the third quarter of 2023. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, and factors outside the control of restor3d, Merger Sub or Conformis may delay the completion of the Merger, or prevent it from being completed at all. There can be no assurances as to whether or when the Merger will be completed.

At the Effective Time, each issued and outstanding share of our common stock (other than shares held by Conformis (including any held in Conformis’ treasury), restor3d, Merger Sub or any of their respective Subsidiaries, or any Appraisal Shares) and each RSU, will be converted into the right to receive the Per Share Cash Consideration. After the Effective Time, each applicable holder of such Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Cash Consideration upon the surrender of such shares.

Shares of our common stock that are issued and outstanding immediately prior to the Effective Time and that are held by any stockholders of Conformis who have not voted in favor of the adoption of the Merger Agreement (or consented to the Merger Agreement in writing) and who have properly demanded appraisal of such shares pursuant to, and who have otherwise complied with, Section 262 of the DGCL, will not be converted into the right to receive the Per Share Cash Consideration, but instead, at the Effective Time, will be entitled to only such rights as are granted by Section 262. If any such holder fails to perfect or otherwise fails to comply with the applicable provisions of Section 262, waives, withdraws or loses the right to appraisal under Section 262, then such Appraisal Shares will be deemed to have been converted into, and have become exchangeable for, as of the Effective Time, the right to receive the Per Share Cash Consideration, less any applicable tax withholding. Conformis has agreed to give prompt written notice to restor3d of any demands received by Conformis for appraisal of any shares of our common stock or any withdrawals of any such demands, and restor3d will have the right to participate in and direct all negotiations and proceedings with respect to such demands. Conformis has agreed that it will not make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do any of the foregoing, without the prior written consent of restor3d.

At the Effective Time, each issued and outstanding share of capital stock of Merger Sub will automatically be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Stock Options. Immediately prior to the Effective Time, each stock option to purchase shares of our common stock that is outstanding and unexercised as of immediately prior to the Effective Time will become fully vested and immediately exercisable and each option holder will have the opportunity to exercise his or her options no later than the Final Exercise Date. As of the end of the Final Exercise Date, all stock options will no longer be outstanding and to the extent unexercised, will automatically be canceled and cease to exist without any cash payment or other consideration being made in respect thereof. As of the date hereof, all stock options that are currently outstanding have a strike price per share that is greater than the Per Share Cash Consideration, such that if a director or executive officer were to exercise any such stock option in advance of the Merger, and the Merger were consummated, the applicable director or executive officer would receive a loss on such exercise. As a result, the Company therefore expects that all stock options held by directors and executive officers will expire unexercised and will have no realizable value if the Merger is consummated.

Restricted Stock and Restricted Stock Units. Immediately prior to the Effective Time, (i) each share of restricted stock that is unvested as of immediately prior to the Effective Time will become immediately vested in full and become free of restrictions and will be exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration, and (ii) each time-based vesting RSU that is outstanding and unsettled as of immediately prior to the Effective Time will become vested in full, and be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

Performance Stock Units. As of immediately prior to the Effective Time, each PSU that is outstanding will become immediately vested in full at target achievement levels. At the Effective Time, each outstanding PSU will be canceled and converted into the right the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Per Share Cash Consideration.

Immediately prior to the Effective Time, each Company Warrant that is outstanding and unexercised as of immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of Conformis, restor3d or Merger Sub, (i) become immediately exercisable, (ii) be exchanged for the right to receive the Warrant Cash Payment equal to the product of (A) the amount (if any) by which the Per Share Cash Consideration exceeds the per share exercise price under such Company Warrant, multiplied by (B) the number of Shares into which such Company Warrant would have been exercisable), and (iii) no longer be outstanding and shall automatically be canceled and shall cease to exist, and each applicable holder of such Company Warrant shall cease to have any rights with respect thereto, except the right to receive the Warrant Cash Payment, if any; provided that, for the avoidance of doubt, if the per share exercise price under such Company Warrant equals or exceeds the Per Share Cash Consideration, then such Company Warrant shall be terminated at the Effective Time and the holder thereof shall not be entitled to any payment in respect thereof.

At or promptly after the Effective Time, restor3d will cause to be deposited to a bank or trust company appointed by restor3d through a selection process that is reasonably acceptable to Conformis (the “Paying Agent”), cash necessary to pay the Per Share Cash Consideration (such cash, the “Payment Fund”). Promptly after the Effective Time, and in any event no later than three business days after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or book-entry share that, immediately prior to the Effective Time, represented outstanding shares of Conformis common stock whose shares were converted into the right to receive the Per Share Cash Consideration (1) a letter of transmittal and (2) instructions for effecting the surrender of certificates or book-entry shares formerly representing shares of our common stock in exchange for the Per Share Cash Consideration. Upon (1) in the case of share certificates, surrender of such certificates (or if lost, stolen or destroyed, the making of an affidavit and such other documents as may reasonably be required by the Paying Agent) together with a duly executed letter of transmittal, or (2) in the case of book-entry shares, receipt of an “agent’s message” by the Paying Agent, and delivery to the Paying Agent of such other documents as may reasonably be required by the Paying Agent, the holder of such certificates or book-entry shares, as applicable, will be entitled to receive the Per Share Cash Consideration payable in respect of each share of Conformis common stock theretofore represented by such certificates or book-entry shares.

No interest shall accrue or be paid on the Per Share Cash Consideration payable upon the surrender of any Certificates or Book-Entry Shares for the benefit of the holder thereof. Any portion of the Payment Fund that remains undistributed as of the six-month anniversary of the Effective Time will be delivered to restor3d or its designated affiliate upon demand, and any former holder of Conformis common stock entitled to payment of the Per Share Cash Consideration who has not yet complied with the provisions for exchange may thereafter look only to the Surviving Corporation as a general creditor with respect to the Per Share Cash Consideration (subject to applicable abandoned property, escheat and other similar law). Further, any certificate or book-entry share that has not been surrendered three years after the Effective Time (or immediately prior to such earlier date on which the aggregate Per Share Cash Consideration or such cash would otherwise escheat to or become the property of a governmental body) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation or its designated affiliate, free and clear of any claims or interest of any person previously entitled thereto.

The Merger Agreement contains representations and warranties made by Conformis, subject to certain exceptions in the Merger Agreement, in the confidential disclosure letter delivered in connection with the Merger Agreement and in certain of Conformis’ public filings, as to, among other things:

The Merger Agreement also contains representations and warranties made by restor3d and Merger Sub, subject to certain exceptions in the Merger Agreement, as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality or knowledge qualifications or a “material adverse effect” qualification with respect to Conformis, Merger Sub or restor3d, as discussed below.

A “Material Adverse Effect” shall mean any event, occurrence, circumstance, change or development that has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, financial condition or results of operations of Conformis or subsidiaries, taken as a whole or (b) the ability of Conformis to consummate the transactions contemplated by the Merger Agreement on the terms set forth therein, provided, however, that, for purposes of clause (a), none of the following shall be deemed alone or in combination to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect:

The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, we will, subject to certain limitations, provide restor3d and its representatives with (a) reasonable access to the assets, books, records, and information relating to Conformis and its subsidiaries, and (b) copies of such existing books, records, documents and information.

The Merger Agreement further provides that, from the date of the Merger Agreement to the Effective Time, except as set forth in the confidential disclosure letter delivered in connection with the Merger Agreement, or as otherwise expressly permitted or required by the Merger Agreement, as required by applicable law or with the prior written consent of restor3d, we will conduct our businesses in the ordinary course of business consistent

with past practice, and we will use reasonable best efforts to preserve intact our present business organization, material assets, properties, contracts and authorizations, present employees, and relationships and goodwill with suppliers, licensors, licensees, contractors, partners and others having material business dealings with us. Additionally, Conformis also agrees to not:

Prior to the Effective Time, under the terms of the Merger Agreement and subject to certain exceptions described below, Conformis has agreed that it will not, and will cause each of directors, officers, employees, investment bankers, attorneys and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly:

For purposes of the Merger Agreement:

Notwithstanding these restrictions or anything to the contrary in any other provision of the Merger Agreement, if at any time prior to the Effective Time but before receiving our stockholders’ approval, we or any of our affiliates or Representatives receive a bona fide, written Acquisition Proposal that did not result from a breach of the Merger Agreement, that the Board determines, in good faith, constitutes or could reasonably be expected to lead to a Superior Offer and that the Board determines in good faith after consultation with outside legal counsel that the failure to take the following actions would be inconsistent with its fiduciary duties under applicable Legal Requirements, then Conformis may:

During the period from the date of the Merger Agreement to the Effective Time, we are also required to promptly and, in any event, no later than one day after our receipt thereof:

For the period between signing the Merger Agreement and the Effective time, Conformis, restor3d, and Merger Sub all agree to covenants covering the following matters:

As described in “The Merger (Proposal 1)—Reasons for the Recommendation of our Board of Directors,” and subject to the provisions described below, our Board has unanimously recommended that our stockholders vote “FOR” the proposal to adopt the Merger Agreement. We refer in this proxy statement to the following recommendation as the “Company Board Recommendation”: our Board (i) determining that the Merger Agreement and the transactions contemplated therein, including the Merger, are fair to, and in the best interest of, Conformis and its stockholders; (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated therein, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) directing that the Merger Agreement be submitted to a vote of Conformis’ stockholders and resolving to recommend that the stockholders of Conformis adopt the Merger Agreement.

The Merger Agreement provides that, except as described below, our Board or any committee thereof may not:

Notwithstanding anything to the contrary contained in the Merger Agreement, at any time prior to obtaining stockholder approval:

Under the Merger Agreement, we agreed to use our reasonable best efforts in accordance with applicable law, our certificate of incorporation and our bylaws and the rules and regulations of The Nasdaq Stock Market, to duly call, give notice of, convene and hold, no later than 40 days after the SEC states it has no further comments on the proxy, a meeting of our stockholders for the purpose of obtaining stockholder approval of the proposal to adopt the Merger Agreement.

We may, after consultation with restor3d, adjourn or postpone the stockholders’ meeting only (i) to the extent required by a court of competent jurisdiction in connection with the Merger Agreement, (ii) if, as of the time for which the stockholders meeting is originally scheduled, there are insufficient shares of Conformis common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of our stockholders’ meeting, or (iii) to allow the solicitation of additional proxies if Conformis reasonably determines that it has not received proxies representing a sufficient number of shares to obtain the stockholder approval; provided that (x), other than pursuant to the foregoing clause (i), in no event shall the stockholders’ meeting be adjourned or postponed, without the prior written consent of Conformis and restor3d, for a period of more than 30 days after the date on which the Stockholders Meeting was originally scheduled or for a date that is later than 10 business days before the End Date, and (y) Conformis shall cause the announcement at the original meeting of the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting.

The Merger Agreement provides that, from and after the Effective Time, each of restor3d and the Surviving Corporation will, to the fullest extent permitted by applicable legal requirements and the Company’s organizational document, indemnify and hold harmless each person who is at the Effective Time, or was at any time prior to the Effective Time, a director or officer of the Company (“indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any actual or threatened claim or legal proceeding to the extent based on, arising out of or pertaining to, (i) the fact that the indemnitee is or was a director or officer of the Company or one of its subsidiaries or (ii) acts or omissions by the indemnitee in the indemnitee’s capacity as a director or officer of the Company or one of its subsidiaries.

The Merger Agreement provides that for a period of six years from the Effective Time, restor3d and the Surviving Corporation will maintain in effect, in respect of acts or omissions occurring at or prior to the Effective Time (including acts or omissions in relation to the Merger Agreement), the existing policies of directors’ and officers’ liability insurance maintained by the Company for the benefit of those indemnitees who are currently covered (or who become covered prior to the Effective Time) by such existing policies and with coverage no less than, and otherwise on terms (including with respect to coverage, deductibles, amounts and exclusions) that are no less favorable to the insured individuals than, the coverage and terms of the existing policies in effect as of the date of the Merger Agreement (subject to certain coverage premium caps).

In the event that restor3d or the Surviving Corporation (i) consolidates with or merges into any other person or entity and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers,

conveys or otherwise disposes of all or substantially all of its properties and assets to any person or entity, or effects any division or similar transaction, or (iii) dissolves the Surviving Corporation, then, in each such case, restor3d is required to cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume or succeed to the indemnification and insurance obligations described above.

Each party’s obligation to effect the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the parties entitled thereto) on or prior to the Closing Date of the following conditions:

The obligations of restor3d and Merger Sub to effect the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver by restor3d) on or prior to the Closing Date of the following additional conditions:

The obligation of Conformis to effect the Merger is subject to the satisfaction (or, to the extent permitted by law, waiver by Conformis) on or prior to the Closing Date of the following additional conditions:

Conformis having received a certificate, dated as of the Closing Date and executed on behalf of restor3d by an officer thereof, confirming that certain conditions set forth in the in the Merger Agreement relating to certain representations and warranties and performance of covenants and agreements have been satisfied.

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the proposal to adopt the Merger Agreement by our stockholders (except as otherwise expressly noted), in the following ways:

Except as otherwise provided in the Merger Agreement (including the termination fees discussed below), all fees and expenses incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are to be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

The Merger Agreement provides that Conformis will (a) pay restor3d a termination fee of $900,000 (the “Company Termination Fee”) within three business days of the termination date, or, as the case may be, the consummation of the Acquisition Proposal precipitating the termination and (b) grant restor3d a non-exclusive, worldwide, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable license to patents held by Conformis and its subsidiaries, to the extent necessary for the exploitation of any product, device or service by or on behalf of restor3d, except for products or devices intended for use or used primarily in the knee and/or hip applications, if the Merger Agreement is terminated in the following circumstances:

The following clarifications apply with respect to payment by Conformis of the Company Termination Fee:

If the Merger Agreement is terminated by restor3d or Conformis following the failure of the Conformis stockholders to approve the proposal to adopt the Merger Agreement at the Special Meeting (including any adjournments or postponements thereof), then Conformis will pay to restor3d or its designee a reimbursement payment equal to the lesser of (a) $350,000 or (b) the amount required to reimburse restor3d and its affiliates for all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement. If, following the payment of such reimbursement payment, the Company Termination Fee becomes payable to restor3d, then the amount of the reimbursement payment actually paid prior to such time shall offset the amount of the Company Termination Fee payable by Conformis to restor3d.

The Merger Agreement may be amended by the parties thereto at any time prior to the Effective Time with the approval of the Board and the respective boards of directors of restor3d and Merger Sub. At any time prior to the Effective Time, the boards of directors of each party may extend the Merger Agreement, whether or not the necessary stockholder approvals have already been obtained; provided, however, that once the approval and adoption of the Merger Agreement by the stockholders of Conformis has occurred, no amendment shall be made that requires further approval by the stockholders of Conformis without the further approval of such stockholders. No amendment shall be made to the Merger Agreement after the Effective Time.

The Merger Agreement is governed by, and construed in accordance with, the substantive and procedural laws of the State of Delaware (without giving effect to any laws, principles, rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware).

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, we are providing our stockholders with a separate advisory (non-binding) vote to approve certain compensation that may be paid or become payable to our named executive officers in connection with the Merger, as described in the section “The Merger (Proposal 1)—Interests of Conformis’ Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Conformis’ Named Executive Officers,” including the footnotes to the table and related narrative discussion. Accordingly, we are requesting that our stockholders approve the following resolution on an advisory (non-binding) basis:

“RESOLVED, that the compensation that may be paid or become payable to Conformis’ named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger (Proposal 1)—Interests of Conformis’ Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Conformis’ Named Executive Officers,” is hereby APPROVED.”

The vote on the named executive officer Merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, you may vote to adopt the Merger Agreement and vote not to approve the named executive officer Merger-related compensation proposal and vice versa. Because the vote on the named executive officer Merger-related compensation proposal is advisory only, it will not be binding on either Conformis or restor3d. Accordingly, if the Merger Agreement is adopted by Conformis stockholders and the Merger is completed, the Merger-related compensation will be paid to our named executive officers in accordance with the terms of the applicable compensation agreements and arrangements even if our stockholders do not approve the Merger-related compensation proposal.

The above resolution approving the Merger-related compensation of our named executive officers on an advisory basis requires the affirmative vote of holders of shares of our common stock representing a majority of the votes cast on the proposal and are voted for or against the proposal.

Our Board unanimously recommends that our stockholders vote “FOR” the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the Merger.

Our stockholders may be asked to vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

We do not anticipate calling a vote on this proposal if the proposal to adopt the Merger Agreement is approved by at least a majority of the outstanding shares of our common stock as of the Record Date.

The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve the adjournment proposal and vice versa.

Approval of the adjournment proposal requires the affirmative vote of holders of shares of our common stock representing a majority of the votes cast on the proposal and are voted for or against the proposal.

Our Board unanimously recommends that our stockholders vote “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

The following table sets forth information with respect to the beneficial ownership of our common stock as of July 14, 2023 by:

The percentages in the column entitled “Percentage of shares beneficially owned” are based on a total of 7,878,332 shares of our common stock outstanding as of July 14, 2023.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock (i) subject to options to purchase our common stock or warrants to purchase our common stock that are currently exercisable or exercisable within 60 days of July 14, 2023, (ii) with time-based restrictions that are expected to vest and settle within 60 days of July 14, 2023 and (iii) underlying time-based vesting RSUs that are expected to vest and settle within 60 days of July 14, 2023, are considered outstanding and beneficially owned by the person holding the options, warrants or RSUs for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise set forth below, the address of the beneficial owner is c/o Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821.

If the Merger is consummated, Conformis stockholders and beneficial owners will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 if they (i) properly demand an appraisal of their shares of our common stock in accordance with Delaware law; (ii) do not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) hold or own their shares of our common stock upon the making of a demand under clause (i) and continuously hold such shares through the Effective Time; (iv) otherwise comply with the applicable procedures and requirements of Delaware law (including with respect to certain aggregate ownership thresholds requirements); and (v) do not withdraw their demand, waive or otherwise lose their appraisal rights. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that record holders or beneficial owners of Conformis common stock exercise their appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which may be accessed without subscription or cost at the link in the preceding paragraph, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 and in this summary to a (i) “stockholder” are to the record holder of shares of Conformis common stock unless otherwise expressly noted herein, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of Conformis common stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, if the Merger is completed, Conformis stockholders and beneficial owners who: (i) properly submit a written demand for appraisal of their shares prior to the vote on the Merger Agreement; (ii) do not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement; (iii) hold or own such shares upon the making of a demand under clause (i) and continue to hold or own their shares through the Effective Time; (iv) do not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, each in accordance with the DGCL; and (v) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Conformis common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be “fair value,” if any, as determined by the Delaware Court of Chancery. A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which that demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the Verified List (defined below) required by Section 262(f). The shares of Conformis common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all persons who have asserted appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Conformis common stock eligible for appraisal as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Cash Consideration provided for such total number of shares exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”).

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award from the Effective Time of the Merger through the date of payment of the judgment will compound quarterly and accrue at 5% over the Federal Reserve System (the “Federal Reserve”) discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the

date the judgment is paid. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each person entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case interest will accrue after the time of such payment as provided herein only on the sum of (i) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, and (ii) any interest therefore accrued prior to that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the Per Share Cash Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262, where the proposed Merger Agreement is to be submitted for adoption at a meeting of a corporation’s stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the Record Date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Conformis’ notice to our stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any person who wishes to exercise appraisal rights, or who wishes to preserve his, her or its right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Per Share Cash Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Conformis common stock must do ALL of the following:

Any person who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights or the Surviving Corporation may file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares held by all such persons within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares. Beneficial owners should consult with their broker, bank or other nominee regarding methods of voting.

Any Conformis stockholder or beneficial owner wishing to exercise appraisal rights must deliver to us, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such person’s shares, and that person must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A person exercising appraisal rights must hold the shares for which they will seek appraisal upon the making of the demand for appraisal and must continue to hold the shares through the Effective Time. A proxy

that is submitted and does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement and will therefore constitute a waiver of the person’s right of appraisal and nullify any previously delivered written demand for appraisal. Therefore, a person who submits a proxy and who wishes to exercise appraisal rights must ensure that the proxy submitted contains instructions to vote against the adoption of the Merger Agreement or to abstain from voting. Neither voting against the adoption of the Merger Agreement nor abstaining from voting on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting will constitute a waiver of appraisal rights.

A holder of record of shares of Conformis common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Conformis common stock by a holder of record must reasonably inform us of the identity of the holder and state that the stockholder intends thereby to demand appraisal of the holder’s shares in connection with the Merger.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the stockholder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the Verified List (defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Conformis, Inc.

600 Technology Park Drive

Billerica, MA 01821

Attention: Corporate Secretary

Any person entitled to appraisal rights who has delivered a written demand to us and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Per Share Cash Consideration by delivering to us a written withdrawal of the demand for appraisal at any time within 60 days after the Effective Time of the Merger. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Per Share Cash Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced, except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a Conformis stockholder or beneficial owner, such stockholder or beneficial owner will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Cash Consideration.

If the Merger is completed, within ten days after the Effective Time, the Surviving Corporation will notify each Conformis stockholder who has properly made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement, and any beneficial owner who has demanded appraisal in accordance with Section 262, that the Merger has become effective and the effective date of the Merger.

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and who is otherwise entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a Conformis stockholder or beneficial owner, demanding a determination of the value of the shares held by all such persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the “fair value” of the shares of Conformis common stock. Accordingly, any Conformis stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Conformis common stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of Conformis common stock to file such a petition within the period specified in Section 262 could nullify such person’s previous written demand for appraisal.

Within 120 days after the Effective Time, any person who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must send this statement to the requesting Conformis stockholder within ten days after receipt by the Surviving Corporation of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Conformis common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements.

If a petition for an appraisal is duly filed by any person other than the Surviving Corporation and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery in which the petition was filed a duly verified list (the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the persons shown on the Verified List at the addresses stated therein. The form of the notice by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs thereof shall be borne by the Surviving Corporation.

After notice to the persons shown on the Verified List as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require persons who have demanded an appraisal for their shares and who hold stock represented by certificates (if any) to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such person. In addition, assuming the Conformis common stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all persons who have asserted appraisal rights if neither of the ownership thresholds is met.

After determining persons entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to the persons seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Conformis common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the “fair value.” In determining “fair value,” the Delaware Court of Chancery will take into

account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will compound quarterly and accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date the judgment is paid. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the “fair value” of the shares as determined by the Delaware Court of Chancery, and (ii) interest accrued prior to the time of such voluntary payment, unless paid at that time.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining “fair value” in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of “fair value,” the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the “fair value” of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Per Share Cash Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the Per Share Cash Consideration payable in a Merger is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although the Company believes that the Per Share Cash Consideration is fair, no representation is made as to the outcome of the appraisal of “fair value” as determined by the Delaware Court of Chancery, and persons seeking appraisal should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Cash Consideration. Neither Conformis nor restor3d anticipates offering more than the Per Share Cash Consideration to any person exercising appraisal rights, and each of Conformis and restor3d reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Conformis common stock is less than the Per Share Cash Consideration. If a demand for appraisal is duly withdrawn, if a petition for appraisal is not timely filed, if neither of the ownership thresholds described above has been satisfied as to persons seeking appraisal rights (assuming the Conformis common stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger), or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the

Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of Section 262. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Conformis common stock under Section 262 fails to perfect, or effectively loses or withdraws, such person’s right to appraisal, the person’s shares of Conformis common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Cash Consideration, without interest. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to persons seeking appraisal rights (assuming the Conformis common stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger) or if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares of Conformis common stock for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record at a date which is prior to the Effective Time. If no petition for an appraisal is filed within the time period provided in Section 262, if neither of the ownership thresholds described above has been satisfied as to persons seeking appraisal rights (assuming the Conformis common stock remained listed on a national securities exchange immediately prior to the Effective Time of the Merger), or if the person delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the Effective Time, then the right of such person to an appraisal of the shares subject to the withdrawal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the court deems just, including without limitation a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a record holder’s or beneficial owner’s statutory appraisal rights. In that event, you will be entitled to receive the Per Share Cash Consideration for your Appraisal Shares in accordance with the Merger. Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more Conformis stockholders reside if we believe such stockholders are members of the same family. Each Conformis stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another Conformis stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a Conformis stockholder of record, you may contact us by writing to Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821, Attn: Investor Relations, submit a request on our website at https://www.Conformis.com/ or call (781) 345-9001. If a broker, bank or other nominee holds your shares, please contact your broker, bank or other nominee directly.

If the Merger is completed on the expected timetable, we will not hold an annual meeting of stockholders in 2024 (a “2024 annual meeting”) or future years. If, however, the Merger is not completed, or the outside date is extended as described under “The Merger Agreement—Termination,” we will hold our 2024 annual meeting.

Proposals of stockholders intended to be presented at our 2024 annual meeting pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us at our principal offices, 600 Technology Park Drive, Billerica, MA 01821, Attention: Chief Legal Officer, no later than November 25, 2023, the date that is 120 days prior to the first anniversary of the date of the proxy statement for our 2023 annual meeting of stockholders, in order to be included in the proxy statement and proxy card relating to that meeting.

If a stockholder wishes to present a proposal (including director nominations) at our 2024 annual meeting, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, pursuant to the advance notice provision in our bylaws, such stockholder must give written notice to our Secretary at our principal executive offices at the address noted above. The Secretary must receive such notice no earlier than January 7, 2024, and no later than February 8, 2024, provided that if the date of the 2024 annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the 2023 annual meeting of stockholders, such notice must instead be received by the Secretary no earlier than the 120th day prior to the 2024 annual meeting and not later than the close of business on the later of (i) the 90th day prior to the 2024 annual meeting and (ii) the tenth day following the day on which notice of the date of the 2024 annual meeting was mailed or public disclosure of the date of the 2024 annual meeting was made, whichever occurs later.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of trustee nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 7, 2024.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain any of the documents we file with the SEC through the SEC’s website at www.sec.gov.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, can also be accessed free of charge in the “Financial Information” section of our website, which is located at http://ir.conformis.com. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this proxy statement and you should not consider information contained on our website to be part of this proxy statement.

In addition, you may obtain a copy of the reports, without charge, by writing or telephoning us at: Conformis, Inc., 600 Technology Park Drive, Billerica, MA 01821, Attn: Corporate Secretary, or (781) 345-9001. Each such

request must set forth a good faith representation that, as of the Record Date, the person making the request was a beneficial owner of our common stock entitled to vote at the Special Meeting. In order to ensure timely delivery of such documents before the Special Meeting, any such request should be made promptly to us. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one business day after we receive your request.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Conformis common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, NY 10018

Toll-free: 1-800-322-2885

Email: proxy@mackenziepartners.com

The SEC allows us to “incorporate by reference” into this proxy statement the information we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the Special Meeting:

We will provide without charge to each person to whom this proxy statement is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this proxy statement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this proxy statement incorporates. Any such request may be made by writing or telephoning us at the following address or phone number:

Conformis, Inc.

600 Technology Park Drive

Billerica, MA 01821

Attention: Corporate Secretary

(781) 345-9001

We have supplied all information relating to Conformis. restor3d has supplied, and we have not independently verified, all of the information relating to restor3d and Merger Sub. This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom or from whom it is unlawful to make such proxy solicitation in that jurisdiction. You should rely only on the information contained or incorporated by reference into this proxy statement to vote your shares at the Special Meeting. We have not authorized anyone to give you any information or to make any representations that are different from those contained in this proxy statement. This proxy statement speaks only as of the date indicated on the cover page of this proxy statement. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders does not and will not create any implication to the contrary.

AGREEMENT AND PLAN OF MERGER

 

CONFORMIS, INC,

RESTOR3D, INC.,

CONA MERGER SUB INC.,