DM Desktop Metal Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 8, 2024

 

 

Desktop Metal, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-38835		83-2044042
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

63 3^rd Avenue

Burlington, MA 01803

(Address of principal executive offices) (Zip Code)

 

(978) 224-1244

(Registrant’s telephone number, include area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

 

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

 

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

 

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

 

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

  

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, par value $0.0001 per share		DM		The New York Stock Exchange

 

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

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01 Regulation FD Disclosure.

 

In connection with the planned merger (the “Merger”) of Desktop Metal, Inc., a Delaware corporation (the “Company”), and Nano U.S. I, Inc., a Delaware corporation (“Merger Sub”), which is an indirect subsidiary of Nano Dimension Ltd., an Israeli company (“Nano”), pursuant to the Agreement and Plan of Merger, dated as of July 2, 2024, by and among the Company, Nano and Merger Sub, the Company made available on its investor relations website a letter to stockholders (the “Tax Guidelines”) to provide information regarding documentation required in connection with the application of Israeli withholding tax in connection with the anticipated closing of the Merger. A copy of the Tax Guidelines is attached as Exhibit 99.1 and is incorporated herein by reference.

 

The Merger is expected to close in the fourth quarter of 2024, and is subject to customary closing conditions, including required regulatory approvals.

 

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Letter to Desktop Metal, Inc. Stockholders Regarding Israeli Tax Guidelines.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Forward-looking Statements

 

This report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. Specifically this report includes statements regarding the expected timing of closing of the Merger. The forward-looking statements contained or implied in this report are subject to other risks and uncertainties, including (i) the ultimate outcome of the proposed transaction between the Company and Nano, (ii) the timing of the proposed transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; (iv) the ability to satisfy closing conditions to the completion of the proposed transaction, (v) other risks related to the completion of the proposed transaction and actions related thereto, and (vi) the risks and uncertainties discussed under the heading “Risk Factors” in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC, and under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this report.

 

 

SIGNATURES

 

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

 

		Desktop Metal, Inc.
Date:	November 8, 2024	By:	/s/ Larry O’Connell
		Name:	Larry O’Connell
		Title:	General Counsel and Corporate Secretary

 

 

 

Exhibit 99.1

 

Dear Desktop Metal Stockholder,

 

In connection with the planned merger of Desktop Metal, Inc., a Delaware corporation (“Desktop Metal”), and Nano Dimension Ltd., an Israeli company (“Nano”), Desktop Metal stockholders will be required to provide certain documents to Computershare (the “Exchange Agent”) or to their broker to avoid the application of Israeli withholding tax (at a rate of approximately 25%) to the Merger Consideration, in accordance with the terms of (a) the Agreement and Plan of Merger, dated as of July 2, 2024, by and among Desktop Metal and Nano, among others (the “Agreement”), and (b) the tax ruling issued by the Israeli Tax Authority (the “ITA”) on September 29, 2024 (the “ITA Tax Ruling”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

 

At the closing of the merger, Nano will pay the total Merger Consideration to the Exchange Agent for the merger, Computershare, for distribution to Desktop Metal’s stockholders, and at the same time, all of Desktop Metal’s outstanding common stock immediately prior to the closing of the merger will be canceled in exchange for the right to receive the Merger Consideration, in cash, without interest. The ITA Tax Ruling generally provides that the Merger Consideration paid to a Desktop Metal stockholder who is not an Israeli resident will be exempt from Israeli tax withholding if certain documents are provided to the Exchange Agent or to your broker.

 

The purpose of this letter is to give notice to Desktop Metal stockholders of the documents that will be required by the ITA to avoid Israeli withholding tax on the payment of the Merger Consideration to you. You will be required to submit the documents described below to the Exchange Agent or to your broker after the closing of the merger in order to receive payment for your Desktop Metal shares. Other documents not related to Israeli withholding tax may also be required, and will be requested separately. Instructions on how to submit all required documents will be provided after the closing.

 

The closing of the merger has not yet occurred, and Desktop Metal is not requesting any forms or submissions from stockholders at this time. Please do not submit any forms or other materials to Desktop Metal or its representatives in connection with the merger until requested to do so.

 

This summary is not applicable to residents of Israel. This summary is for information purposes only and is not tax or legal advice.

 

Because some of the documents described below must be applied for and obtained from a governmental tax authority, Desktop Metal stockholders are urged to consult with their tax advisors as soon as possible, in advance of the closing.

 

I.

Documentary Requirements Applicable to Desktop Metal Stockholders

 

The specific documents you will be required to provide to avoid Israeli withholding tax will depend on whether you hold your Desktop Metal stock as a stockholder of record on the books of the Company’s transfer agent (in which case you are a “Registered Holder”) or through a broker in street name (in which case you are a “Street Name Holder”), what percentage of Desktop Metal stock you own, the amount of Merger Consideration you are entitled to receive, and whether you are an individual or an entity.

 

We have included checkboxes for your convenience – please check the box that applies to you, then review the section below entitled “II. Information Regarding Documents Required by the ITA” for more information on the specific documentary requirements applicable to you.

 

 

After the closing of the merger, you will receive a Letter of Transmittal from the Exchange Agent, or a communication from your broker, with details on how to submit all required documents.

 

Registered Holders of Desktop Metal’s Capital Stock:

 

¨

Provide either a Valid Tax Certificate or a Tax Residency Certificate.

 

Street Name Holders Holding Less Than 5% of Desktop Metal’s Capital Stock:

 

1. If you are receiving less than $300,000:

 

¨

Individuals: Provide a copy of your passport1 and a Tax Declaration.

 

¨

Non-Individuals: Provide a Tax Declaration.

 

2.

If you are receiving between $300,000 and $500,000:

 

¨

Individuals: Provide either (a) a Valid Tax Certificate or (b) a copy of your passport2, a Tax Declaration, and a Tax Residency Certificate.

 

¨

Non-Individuals: Provide either (a) a Valid Tax Certificate or (b) a Tax Declaration and a Tax Residency Certificate.

 

3.

If you are receiving more than $500,000:

 

¨

Provide a Valid Tax Certificate.

 

Street Name Holders Holding 5% or More of Desktop Metal’s Capital Stock:

 

¨

Provide either a Valid Tax Certificate or a Tax Residency Certificate.

 

II.

Information Regarding Documents Required by the ITA

 

As explained in more detail above, you may be required to provide one or more of the following to the Exchange Agent or to your broker to avoid Israeli withholding tax with respect to the Merger Consideration.

 

A “Tax Declaration” is a declaration for Israeli tax withholding purposes to the effect that you are not an Israeli resident, in the form attached hereto as Exhibit A.

 

A “Tax Residency Certificate” is a certificate issued by the relevant Tax authority in the country in which you reside (in the United States, the Internal Revenue Service (“IRS”)), confirming that you are considered a tax resident of such country. According to the terms of the Agreement, a Tax Residency Certificate must be valid in the tax year during which the Merger Consideration is paid to you. However, the Exchange Agent has informed Desktop Metal that they intend to accept Tax Residency Certificates issued in and with respect to calendar year 2024 for payment of the Merger Consideration without the application of Israeli withholding tax through June 30, 2025. If you are a U.S. resident stockholder, please see additional information below regarding the process to obtain a Tax Residency Certificate from the IRS.

 

 

¹ If you do not have a passport, provide another certificate that proves residency outside of Israel to the reasonable satisfaction of the Exchange Agent (e.g., for a United States person, an IRS Form W-9).

² See prior footnote.

 

 

A “Valid Tax Certificate” is a specific withholding tax certificate (at a zero rate) issued by the ITA. Please see additional information below regarding the process to obtain a Valid Tax Certificate from the ITA.

 

Please note that both Tax Residency Certificates and Valid Tax Certificates are issued by Tax authorities, both with separate application processes, requirements and anticipated response times, which may significantly delay your ability to provide the applicable documentation to the Exchange Agent or to your broker, which will be required to obtain the payment of Merger Consideration to you. You are urged to review the documentary requirements summarized herein with your tax advisor as soon as possible.

 

Assistance with Obtaining a Valid Tax Certificate from the ITA

 

Obtaining a Valid Tax Certificate from the ITA is a routine procedure, typically requiring two to four weeks from the date of submission. To apply for a Valid Tax Certificate, the following documents are generally required:

 

	·	A Tax Declaration;
	·	A copy of your passport or, in the case of Desktop Metal stockholders who are not natural persons, a certificate of incorporation;
	·	A Tax Residency Certificate; and
	·	Bank account details of the Desktop Metal stockholder.

 

Please note that the list above reflects the documents generally required by the ITA to establish residency outside of Israel. However, the ITA may in certain circumstances be satisfied as to a stockholder’s residency outside of Israel without one or more of the foregoing (for example, the ITA may determine that a Tax Residency Certificate is not required following receipt of the other documents). In addition, the ITA may require a stockholder to provide additional documents to establish residency outside of Israel (for example, if the Desktop Metal stockholder is a legal entity, the ITA may also request a declaration stating that there are no Israeli residents among the holders of rights in such entity or that Israeli residents hold less than 25% of such rights, and a list of all such entity holders).

 

Desktop Metal stockholders considering applying for a Valid Tax Certificate are urged to consult with their tax advisors. Shibolet & Co. (“Shibolet”), Desktop Metal’s Israeli legal counsel, may be able to assist any Desktop Metal stockholder in the process of obtaining a Valid Tax Certificate from the ITA (subject to specific engagement terms with the stockholder being responsible for Shibolet’s fees, and conflict of interest clearance).

 

Procedure for Obtaining a Tax Residency Certificate for United States Resident Stockholders

 

IRS Form 6166 (Certification of United States Tax Residency) is a letter printed on U.S. Department of Treasury stationery certifying that the individuals or entities listed are residents of the United States for purposes of the income tax laws of the United States. The IRS procedure for requesting an IRS Form 6166 is the submission of IRS Form 8802 (Application for United States Residency Certification).

 

The instructions to IRS Form 8802 recommend that you mail your application, including full payment of the user fee (in general, fee is $85 per form for an individual and $185 per form for entities), at least 45 days before the date you need to submit IRS Form 6166. The IRS will contact you after 30 days if there will be a delay in processing your application. You can call the IRS at 267-941-1000 (not a toll-free number) and select the U.S. residency option if you have questions regarding your application.

 

 

The certification period is generally one year. You can request certification for both the current year and any number of prior years. The IRS generally will not accept an early submission for an IRS Form 6166 for calendar year 2025 that has a postmark date before December 1, 2024.

 

This discussion is for information purposes only and is not tax or legal advice. You may be subject to different rules in light of your particular circumstances. In completing IRS Form 8802, Desktop Metal stockholders are urged to review the instructions to IRS Form 8802 and consult with their tax advisors.

 

Procedures for Delivering Tax Documents

 

If you are a Registered Holder, you will receive a Letter of Transmittal from the Exchange Agent, which will set forth the procedures to submit the applicable tax documents described above to the Exchange Agent, following the closing of the merger. If you are a Street Name Holder, you will receive instructions from your broker following the closing of the merger.

 

Contact Information
IBI Capital (Israeli Exchange Agent):	Mr. Tzvika Bernstein Managing Partner IBI Capital Mobile +972 50 6209410 Tel: +972 3 5190365 Email: Tzvika@102trust.com
Shibolet & Co.	4 Yitzhak Sadeh St. Tel Aviv 6777504 Israel E-mail:  l.aviram@shibolet.com,maya@shibolet.com, and i.atrash@shibolet.com Attention:  Lior Aviram, Maya Koubi Bara-nes, and Ibrahim Atrash

 

The foregoing relates only to Israeli withholding tax. Stockholders may be required to submit other documentation (including IRS Form W-8 or W-9) to avoid U.S. income tax withholding that could apply to the Merger Consideration. Further information will be provided to Registered Holders by the Exchange Agent, and to Street Name Holders by their brokers, as soon as possible after the closing of the merger.

 

 

Exhibit A

 

Tax Declaration

 

 

 

'א חפסנ

 

DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

 

You are receiving this form of “Declaration of Status For Israeli Income Tax Purposes” as a holder of shares of common stock of Desktop Metal Inc (the “Shares”), a company organized under the laws of the State of Delaware (the “Company”), in connection with the merger between the Company and Nano US I, Inc. a company organized under the laws of the State of Delaware (“NANO US”) and an indirect wholly-owned subsidiary of Nano Dimension LTD , a company organized under the laws of the State of Israel (the “Parent”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of July 2^nd 2024, by and between the Company, NANO US and the Parent (the “Merger”).

 

By completing this form in a manner that would substantiate your eligibility for an exemption from Israeli withholding tax, you will allow Parent, Parent’s paying agents, your broker or any other withholding agent, or their authorized representatives to exempt you from Israeli withholding tax.

 

This form is relevant only if you certify that (A) you are NOT a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”) for purposes of the Ordinance, (B) you acquired your Shares on or after the Company’s initial public offering/listing on Nasdaq (i.e., on or after 10.12.2020 ), (C) you are the beneficial owner (directly or indirectly) of less than 5% of the Company’s issued and outstanding Shares,

 

For clarity, this form is NOT relevant if you are a registered shareholder (i.e., you hold Shares as a record holder in the Company’s share register), if your Shares are subject to tax under Section 102 of the Ordinance, or if your consideration exceeds US$500,000.

 

Please note that in addition to completing this declaration, you are required to provide (i) if you are an individual, a copy of your valid non-Israeli passport (or, if you do not have a non-Israeli passport, an IRS Form W-9 or a valid government-issued identification card); and (ii) if your consideration exceeds US$300,000 (but does not exceed US$ 500,000) or if you are a citizen of Israel, also a tax residency certificate from the applicable tax authority in your country of residence.

 

PART I		Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)
1. Name:			2. Type of Shareholder (more than one box may be applicable):
		(please print full name)	¨	Corporation (or Limited	¨	Bank
				Liability Company)	¨	Broker
			¨	Individual	¨	Other Financial
			¨	Trust		Institution
			¨	Partnership
			¨	Other:
3. For individuals only:			4. For all other Shareholders:
Date of birth:		______/_____/______	Country of incorporation or organization:
month / day /  year
Country of residence:			Registration number of entity (if applicable):
Countries of citizenship (name all citizenships):
Taxpayer Identification or			Country of residence:
Social Security No. (if applicable):

5. Permanent Address (house number, street, apartment number, city, state, zip or postal code, country):

 

 

 

 

 

 

 

 

 

 

 

PART IV

Certification. By signing this form, I also declare that:

	·	I understood this form and completed it correctly and pursuant to the instructions.
	·	I provided accurate, full and complete details in this form.
	·	I am aware that providing false details constitutes a criminal offense.
	·	I am aware that this form may be provided to the Israel Tax Authority, in case the Israel Tax Authority so requests, for purposes of an audit or otherwise.

 

SIGN HERE ►	______________________________	_____________________	_________________________________
	Signature of Shareholder	Date	Capacity in which acting
			(or individual authorized to sign on your behalf)

 

Number of Shares: ______________

 

 

v3.24.3

Cover	Nov. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Entity File Number	001-38835
Entity Registrant Name	Desktop Metal, Inc.
Entity Central Index Key	0001754820
Entity Tax Identification Number	83-2044042
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	63 3rd Avenue
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	978
Local Phone Number	224-1244
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common stock, par value $0.0001 per share
Trading Symbol	DM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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