Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 14 2021 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2021
Commission File Number: 001-36515
Materialise NV
Technologielaan 15
3001
Leuven
Belgium
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Form 6-K is incorporated
by reference into the registrants Registration Statement on Form F-3 (File No. 333-226006).
On June 9, 2021, Materialise NV (Materialise or the Company)
entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, as representative of the several underwriters (the Underwriters) in connection with the public offering, issuance and sale
of 4,000,000 American Depositary Shares (ADSs), each representing one ordinary share with no nominal value per share of the Company, at the public offering price of $24.00 per ADS, less underwriting discounts and commissions, pursuant to
an effective registration statement on Form F-3 (File No. 333-226006) and a related prospectus supplement (the Prospectus Supplement) filed with the
Securities and Exchange Commission. Under the terms of the Underwriting Agreement, Materialise granted the Underwriters an option, exercisable for 30 days from the date of the Prospectus Supplement, to purchase up to 600,000 additional ADSs from the
Company at the public offering price, less underwriting discounts and commissions.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions.
The offering closed on June 14, 2021. Materialise received net proceeds from the offering of approximately $91.2 million, after
deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The above description of the
Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit
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Description
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1.1
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Underwriting Agreement, dated June 9, 2021 among Materialise and J.P. Morgan Securities LLC, as representative on behalf of the Underwriters
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5.1
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Opinion of Eubelius CVBA
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23.1
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Consent of Eubelius CVBA (included in Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MATERIALISE NV
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By:
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/s/ Wilfried Vancraen
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Name:
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Wilfried Vancraen
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Title:
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Chief Executive Officer
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Date: June 14, 2021
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