|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
As described above, on December 8,
2020, Trine held the Special Meeting, at which the Trine stockholders considered and adopted, among other matters, a proposal to
approve the Merger Agreement and the Transactions. On December 9, 2020, the parties consummated the Business Combination.
In connection with the Closing, the Company changed its name from Trine Acquisition Corp. to Desktop Metal, Inc.
Holders of 26,049 shares of Trine’s
Class A common stock sold in its initial public offering (the “public shares”) properly exercised their right
to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Trine’s initial public
offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.17
per share, or $265,002.64 in the aggregate.
As a result of the Business Combination,
each share of Legacy Desktop Metal preferred stock and common stock was converted into the right to receive approximately 1.221218442
shares of the Company’s Class A common stock.
Additionally, the shares of Trine Class B
common stock held by Trine Sponsor IH, LLC (the “Sponsor”), automatically converted to 7,503,750 shares of the Company’s
Class A common stock.
Pursuant to subscription agreements entered
into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed
to subscribe for an aggregate of 27,497,500 newly-issued shares of Class A common stock at a purchase price of $10.00 per
share for an aggregate purchase price of $274,975,000 (the “PIPE Investment”). At the Closing, the Company consummated
the PIPE Investment.
After giving effect to the Transactions,
the redemption of public shares as described above, and the consummation of the PIPE Investment there are currently 226,704,981
shares of the Company’s Class A common stock issued and outstanding.
The Company’s Class A common
stock and warrants commenced trading on the New York Stock Exchange (“NYSE”) under the symbols “DM” and
“DM.WS,” respectively, on December 10, 2020, subject to ongoing review of the Company’s satisfaction of
all listing criteria following the Business Combination.
As noted above, an aggregate of $265,002.64
was paid from the Company’s trust account to holders that properly exercised their right to have public shares redeemed,
and the remaining balance immediately prior to the Closing of approximately $305.1 million remained in the trust account. The remaining
amount in the trust account was used to fund the Business Combination.
Form 10
Information
Item 2.01(f) of Form 8-K states
that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant
must disclose the information that would be required if the registrant were filing a general form for registration of securities
on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were
to file a Form 10. Please note that the information provided below relates to the combined company after the consummation
of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking
Statements
This report includes statements that express
the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future
results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can
generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”
“anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,”
“may,” “will” or “should” or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places
throughout this report (including in information that is incorporated by reference into this report) and include statements regarding
our intentions, beliefs or current expectations concerning, among other things, the Transactions and the benefits of the Transactions,
including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company
operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs
and forecasts concerning future events impacting the Company. Factors that may impact such forward-looking statements include:
|
·
|
the impact of changes in consumer spending patterns, consumer preferences, local, regional and
national economic conditions, crime, weather, demographic trends and employee availability;
|
|
·
|
the impact of the COVID-19 pandemic on the financial condition and results of operations of the
Company;
|
|
·
|
the fluctuation of operating results from period to period due to a number of factors, including
the pace of customer adoption of new products and services and any changes in product mix that shift too far into lower gross margin
product;
|
|
·
|
increasing competition in the additive manufacturing industry;
|
|
·
|
any delays in the design, production or launch of our additive manufacturing systems;
|
|
·
|
the failure to meet customers' expectations as to price or pricing structure;
|
|
·
|
any defects in new products or enhancements to existing products; and
|
|
·
|
disruption to the business due to the Company’s dependency on its third-party resellers,
contract manufacturers and suppliers.
|
The forward-looking statements contained
in this report are based on the Company’s current expectations and beliefs concerning future developments and their potential
effects on the Transactions and the Company. There can be no assurance that future developments affecting the Company will be those
that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are
beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described or incorporated by reference under the heading “Risk Factors” below. Should one or more
of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. The Company will not and does not undertake any obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Business
The business of the Company is described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Information About Desktop Metal”
beginning on page 126 thereof and that information is incorporated herein by reference.
Risk Factors
The risks associated with the Company’s
business are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Risk Factors”
beginning on page 28 thereof and are incorporated herein by reference. A summary of the risks associated with the Company’s
business are also described on page 14 of the Proxy Statement/Consent Solicitation Statement/Prospectus under the heading
“Summary Risk Factors” and are incorporated herein by reference.
Financial Information
The financial information of the Company
is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled “Selected Historical
Consolidated Financial Information of Desktop Metal” and “Desktop Metal’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations” beginning on pages 152 and 153 thereof, respectively, and are incorporated
herein by reference.
The financial information of Trine is described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled “Selected Historical Financial
Information of Trine” and “Trine’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 115 and 116 thereof, respectively, and are incorporated herein by reference.
Reference is made to the disclosure set
forth in Item 9.01 of this Report relating to the financial information of the Company and Trine, and to Exhibits 99.2, 99.3 and
99.4, all of which are incorporated herein by reference.
Properties
The properties of the Company are described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Information About Desktop Metal”
beginning on page 126 thereof and that information is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth information
known to us regarding the beneficial ownership of our Common Stock immediately following consummation of the Transactions by:
|
·
|
each person who is the beneficial owner of more than 5% of the outstanding shares of our Common
Stock;
|
|
·
|
each of our named executive officers and directors; and
|
|
·
|
all of our executive officers and directors as a group
|
Beneficial ownership is determined according
to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or
exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar
laws, we believe that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise
noted, the address of each beneficial owner is c/o Desktop Metal, Inc., 63 3rd Ave., Burlington, MA 01803.
The beneficial ownership of our Class A
common stock is based on 226,704,981 shares of Common Stock issued and
outstanding immediately following consummation of the Transactions, including the redemption of public shares as described above
and the consummation of the PIPE Investment.
Beneficial Ownership Table
Name of Beneficial Owners
|
Number of Shares of Common Stock Beneficially Owned
|
Percentage of Outstanding
Common Stock
|
5% Stockholders:
|
KPCB Holdings, Inc., as nominee(1)
|
17,856,665
|
7.88%
|
Entities affiliated with Lux Ventures(2)
|
18,651,974
|
8.23%
|
Entities affiliated with New Enterprise Associates(3)
|
28,416,088
|
12.53%
|
Entities affiliated with GV 2016, L.P.(4)
|
14,302,438
|
6.31%
|
Directors and Named Executive Officers:
|
Ric Fulop(5)
|
21,981,930
|
9.70%
|
Steve Billow(6)
|
457,956
|
*
|
Michael Rubino(7)
|
831,445
|
*
|
Vu
Tuan Anh TranPham
|
-
|
-
|
Dayna Grayson(8)
|
-
|
-
|
Leo Hindery, Jr.(9)
|
7,403,750
|
3.27%
|
Wen Hsieh(10)
|
17,856,665
|
7.88%
|
Jeff Immelt(11)
|
259,075
|
*
|
Byron Knight(12)
|
9,384,282
|
4.14%
|
Stephen Nigro(13)
|
-
|
-
|
Steve Papa(14)
|
-
|
-
|
Andy Wheeler
|
-
|
-
|
Bilal
Zuberi
|
-
|
-
|
Directors and executive officers as a group (15 individuals)(15)
|
60,497,272
|
26.50%
|
* Less than one percent.
|
(1)
|
All
shares are held for convenience in the name of “KPCB Holdings, Inc., as nominee”
for the accounts of such entities. Consists of 17,134,580 shares held by Kleiner Perkins
Caufield & Byers XVI, LLC (“KPCB XVI”), 586,570 shares held by KPCB XVI
Founders Fund, LLC (“XVI Founders”), 131,219 shares held by Kleiner Perkins
Caufield & Byers XVII, LLC (“KPCB XVII”), and 4,296 shares held by KPCB
XVII Founders Fund, LLC (“XVII Founders”). The managing member of KPCB XVI
and XVI Founders is KPCB XVI Associates, LLC (“KPCB XVI Associates”). Beth
Seidenberg, L. John Doerr, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing
members of KPCB XVI Associates, exercise shared voting and dispositive control over the
shares held by KPCB XVI and XVI Founders. Such managing members disclaim beneficial ownership
of all shares held by KPCB XVI and XVI Founders except to the extent of their pecuniary
interest therein. The managing member of KPCB XVII and XVII Founders is KPCB XVII Associates,
LLC (“KPCB XVII Associates”). Beth Seidenberg, Ilya Fushman, Mamoon Hamid,
Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVII Associates, exercise
shared voting and dispositive control over the shares held by KPCB XVII and XVII Founders.
Such managing members disclaim beneficial ownership of all shares held by KPCB XVII and
XVII Founders except to the extent of their pecuniary interest therein. The principal
business address for all entities and individuals affiliated with Kleiner Perkins Caufield
& Byers is c/o Kleiner Perkins Caufield & Byers, LLC, 2750 Sand Hill Road, Menlo
Park, CA 94025.
|
|
(2)
|
Consists of (a) 193,592 shares of Class A common stock held by Lux Ventures V, L.P.,
(b) 16,630,411 shares of Class A common stock held by Lux Ventures IV, L.P., and (c) 1,827,971 shares of Class A
common stock held by Lux Ventures IV, L.P. Lux Venture Partners V, LLC is the general partner of Lux Ventures V, L.P. and exercises
voting and dispositive power over the shares noted herein held by Lux Ventures V, L.P. Lux Venture Partners IV, LLC is the general
partner of Lux Ventures IV, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures IV,
L.P. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive
power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Peter Hebert and Josh Wolf are the individual managing
members of Lux Venture Partners V, LLC, Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC (the “Individual Managers”).
The Individual Managers, as the sole managers of Lux Venture Partners V, LLC, Lux Venture Partners IV, LLC and Lux Co-Invest Partners,
LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures V, L.P., Lux Ventures
IV, L.P. and Lux Co-Invest Opportunities, L.P. Each of Lux Venture Partners V, LLC, Lux Venture Partners IV, LLC, Lux Co-Invest
Partners, LLC and the Individual Managers separately disclaim beneficial ownership over the shares noted herein except to the extent
of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway,
11th Floor, New York, NY 10010.
|
|
(3)
|
Consists of (a) 135,514 shares of Class A common stock to be held by nea:seed IV, llc
(Seed), (b) 17,161 shares of Class A common stock to be held by NEA Ventures 2015, L.P. (Ven 2015), and (c) 28,263,413
shares of Class A common stock held by New Enterprise Associates 15, L.P. (NEA 15). The securities directly held by NEA 15
are indirectly held by NEA Partners 15, L.P. (Partners 15), which is the sole general partner of NEA 15; NEA 15 GP, LLC (NEA 15
LLC), which is the sole general partner of Partners 15; and each of the individual managers of NEA 15 LLC. The individual Managers
of NEA 15 LLC (the NEA 15 Managers) are Forest Baskett, Anthony A. Florence, Mohamad Makhzoumi, Joshua Makower, Scott D. Sandell,
and Peter Sonsini. NEA Partners 15, NEA 15 LLC, and the NEA 15 Managers share voting and dispositive power with regard to the shares
owned directly by NEA 15. The securities directly held by Seed are indirectly held by New Enterprise Associates 16, L.P (NEA 16),
which is the sole member of Seed; NEA Partners 16, L.P. (Partners 16), which is the sole general partner of NEA 16; NEA 16 GP,
LLC (NEA 16 LLC), which is the sole general partner of Partners 16; and each of the individual managers of NEA 16 LLC. The individual
Managers of NEA 16 LLC (the NEA 16 Managers) are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Mohamad Makhzoumi,
Joshua Makower, Scott D. Sandell, Paul Walker, and Peter Sonsini. NEA 16, NEA Partners 16, NEA 16 LLC, and the NEA 16 Managers
share voting and dispositive power with regard to the shares owned directly by Seed. Karen P. Welsh, the general partner of Ven
2015, shares voting and dispositive power with regard to the shares owned directly by Ven 2015. All indirect holders of the above
referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest
therein. The address for these entities and individuals is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
|
|
(4)
|
Consists of (a) 2,332,177 shares of Class A common stock held by GV 2017, L.P., (b) 8,923,643
shares of Class A common stock held by GV 2016, L.P., and (c) 3,046,618 shares of Class A common stock held by GV
2017, L.P. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.),
Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC),
and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose of the
shares held directly by GV 2017, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general
partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the managing member
of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be deemed to have sole power
to vote or dispose of the shares held directly by GV 2016, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019
GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings
Inc. (the managing member of Alphabet Holdings LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may each be
deemed to have sole power to vote or dispose of the shares held directly by GV 2019, L.P. The principal mailing address for each
of GV 2016, L.P., GV 2016 GP, L.P., GV 2016 GP, L.L.C, GV 2017, L.P., GV 2017 GP, L.P., GV 2017 GP, L.L.C, GV 2019, L.P., GV 2019
GP, L.P., GV 2019 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. is 1600 Amphitheatre Parkway, Mountain
View, CA 94043.
|
|
(5)
|
Consists of (a) 20,095,149 shares of Class A common stock held directly by Mr. Fulop,
(b) 628,927 shares of Class A common stock held by Bluebird Trust, (c) 628,927 shares of Class A common stock
held by Khaki Campbell Trust, and (d) 628,927 shares of Class A common stock held by Red Tailed Hawk Trust. The trustee
of the Bluebird Trust, Khaki Campbell Trust and Red Tailed Hawk Trust is Steven Papa. Voting and investment power over the shares
held of record by the trusts is exercised by Mr. Fulop and his wife.
|
|
(6)
|
Consists of shares of Class A common stock subject to options held by Mr. Billow that
are exercisable within 60 days of Closing.
|
|
(7)
|
Consists of shares of Class A common stock subject to options held by Mr. Rubino that
are exercisable within 60 days of Closing.
|
|
(8)
|
None of the shares of Class A common stock subject to options to be held by Ms. Grayson
are exercisable within 60 days of Closing.
|
|
(9)
|
Consists of shares of Class A common stock held by the Sponsor. Robin Trine Holdings, LLC
(“RTH”) and HPS Investment Partners, LLC (“HPS”) are the members of the Sponsor, and as such each of HPS
and RTH has appointed a member to the board of the Sponsor, which board has voting and investment discretion with respect to the
shares of Class A common stock held of record by the Sponsor. Mr. Hindery is the managing member of RTH. Based on the
foregoing, Mr. Hindery, RTH and HPS may be deemed to have shared beneficial ownership of shares held directly by the Sponsor.
Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary
interest they may have therein, directly or indirectly. The business address of Mr. Hindery and RTH is 405 Lexington Avenue,
48th Floor, New York, New York 10174. The business address of HPS is 40 West 57th Street, 33rd Floor, New York, NY 10019.
|
|
(10)
|
Consists of the shares identified in footnote (1) above. Mr. Hsieh is a general partner
at Kleiner Perkins Caufield & Byers and may be deemed to have beneficial ownership with respect to these shares.
|
|
(11)
|
Consists of (a) 39,256 shares of Class A common stock and (b) 219,819 shares of
Class A common stock subject to options held by Mr. Immelt that are exercisable within 60 days of Closing.
|
|
(12)
|
Consists of shares of Class A common stock held by KDT Desktop Metal Holdings, LLC. Byron
Knight is a managing director at KDT Desktop Metal Holdings, LLC and may be deemed to share voting and dispositive power over the
shares held by KDT Desktop Metal Holdings, Inc.
|
|
(13)
|
None of the shares of Class A common stock subject to restricted stock units to be held by
Mr. Nigro are exercisable within 60 days of Closing.
|
|
(14)
|
None of the shares of Class A common stock subject to options to be held by Mr. Papa
are exercisable within 60 days of Closing.
|
|
(15)
|
Consists of (i) 58,946,712 shares of Class A common stock held by all directors and executive
officers of the Company as a group, and (ii) 1,550,560 shares of Class A common stock subject to options held by all
directors and executive officers of the Post-Combination Company as a group and that are exercisable within 60 days of Closing.
|
Directors and Executive Officers
The Company’s directors and executive
officers upon the Closing are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled
“Management of the Post-Combination Company Following the Business Combination” beginning on page 175 thereof
and that information is incorporated herein by reference.
Directors
Pursuant to the approval of Trine stockholders
from the Special Meeting, the following persons will constitute the Company’s Board effective upon the Closing: Ric Fulop,
Dayna Grayson, Leo Hindery, Jr., Wen Hsieh, Jeff Immelt, Byron Knight, Stephen Nigro, Steve Papa, Andy Wheeler and Bilal Zuberi.
M. Ian G. Gilchrist, Josephine Linden, Marc Nathanson, Kent R. Sander, Tom Wasserman and Abbas F. Zuaiter resigned as directors
of the Company. Ms. Grayson and Messrs. Knight and Wheeler were appointed to serve as Class I directors, with terms
expiring at the Company’s first annual meeting of stockholders following the Closing; Messrs. Hsieh, Immelt, Papa
and Zuberi were appointed to serve as Class II directors, with terms expiring at the Company’s second annual meeting
of stockholders following the Closing; and Messrs. Fulop, Hindery and Nigro were appointed to serve as Class III directors,
with terms expiring at the Company’s third annual meeting of stockholders following the Closing. Biographical information
for these individuals, other than Messrs. Hindery and Nigro, is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus
in the section titled “Management of Desktop Metal” beginning on page 143, which is incorporated herein by reference.
Biographical information for Mr. Hindery is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in
the section titled “Management of Trine,” beginning on page 108, which is incorporated herein by reference. Biographical
information for Mr. Nigro is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled
“Management of Post-Combination Company Following the Business Combination,” beginning on page 175, which is incorporated
herein by reference.
Independence of Directors
NYSE listing standards require that a majority
of our board of directors be independent. An “independent director” is defined generally as a person other than an
officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the
company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities
of a director. Our board of directors has determined that Ms. Grayson and Messrs. Hsieh, Immelt, Knight, Papa, Wheeler
and Zuberi are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Committees of the Board of Directors
Effective as of the Closing, the standing
committees of the Company’s Board consist of an audit committee (the “Audit Committee”), a compensation committee
(the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate
Governance Committee”). Each of the committees reports to the Board.
Effective as of the Closing, the Board
appointed Ms. Grayson and Messrs. Immelt and Zuberi to serve on the Audit Committee, with Mr. Immelt as chair. The
Board appointed Ms. Grayson and Mr. Hsieh to serve on the Compensation Committee, with Ms. Grayson as chair. The
Board appointed Messrs. Papa and Wheeler to serve on the Compensation Committee, with Mr. Papa as chair.
Executive Officers
Effective as of the Closing, each of M.
Ian Gilchrist, Leo Hindery, Jr., Pierre M. Henry and Mark J. Coleman resigned as the President, Chairman and Chief Executive
Officer, Chief Financial Officer and Executive Vice President, Development and Executive Vice President and General Counsel, respectively.
Effective as of the Closing, the Board appointed Ric Fulop to serve as Chief Executive Officer and Chairman, Steve Billow to serve
as President, Elizabeth Linardos to serve as Chief Financial Officer and Treasurer, Meg Broderick to serve as General Counsel and
Secretary, Ilya Mirman to serve as Chief Marketing Officer and Jonah Myerberg to serve as Chief Technology Officer. Biographical
information for these individuals is set forth in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section
titled “Management of Desktop Metal” beginning on page 143, which is incorporated herein by reference.
Executive Compensation
Executive Compensation
The executive compensation of the Company’s
named executive officers and directors is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section
entitled “Management of Desktop Metal--Executive Compensation” beginning on page 145 thereof and that information
is incorporated herein by reference.
Compensation Committee Interlocks and
Insider Participation
None of our executive officers serves as
a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity
that has one or more executive officers serving on our board of directors or compensation committee.
Certain Relationships and Related
Transactions, and Director Independence
Certain Relationships and Related Person
Transactions
Certain relationships and related person
transactions are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Certain
Relationships and Related Person Transactions” beginning on page 262 thereof and are incorporated herein by reference.
Director Independence
NYSE listing standards require that a majority
of our board of directors be independent. An “independent director” is defined generally as a person other than an
officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the
company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities
of a director. Our board of directors has determined that Ms. Grayson and Messrs. Hsieh, Immelt, Knight, Papa, Wheeler
and Zuberi are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Risk Oversight
Our risk management oversight is described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of the Post-Combination
Company Following the Business Combination—Risk Oversight” beginning on page 178 thereof and that information
is incorporated herein by reference.
Committees of the Board of Directors
The committees of our board of directors
are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Management of the
Post-Combination Company Following the Business Combination—Board Committees” beginning on page 176 thereof and
that information is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding
legal proceedings in the section of the Proxy Statement/Consent Solicitation Statement/Prospectus titled “Information About
Desktop Metal—Legal Proceedings” beginning on page 142, which is incorporated herein by reference.
Market Price of and Dividends on
the Registrant’s Common Equity and Related Stockholder Matters
Price Range of Securities and Dividends
The market price of and dividends on Trine’s
common equity, warrants and units and related stockholder matters is described in the Proxy Statement/Consent Solicitation Statement/Prospectus
in the Section entitled “Price Range of Securities and Dividends” beginning on page 269 thereof and that
information is incorporated herein by reference. In addition, the following table sets forth the high and low sales prices per
share of Class A common stock, per public warrant and per unit as reported on the NYSE for the periods from May 2, 2019
through Closing.
Class A Common Stock
|
|
|
Warrants
|
|
Units
|
High
|
|
|
Low
|
|
|
High
|
|
Low
|
|
|
High
|
|
Low
|
|
$
|
25.42
|
|
|
$
|
9.40
|
|
|
$
|
4.01
|
|
$
|
0.35
|
|
|
$
|
14.90
|
|
$
|
9.38
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The Company’s Class A common
stock and warrants commenced trading on the NYSE under the symbols “DM” and “DM.WS,” respectively, on December 10,
2020, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination,
in lieu of the Class A common stock and warrants of Trine. Trine’s units ceased trading separately on the NYSE on December 10,
2020.
Holders of Record
As of the Closing and following the completion
of the Transactions, including the redemption of public shares as described above and the consummation of the PIPE Investment,
the Company had 226,704,981 shares of Class A common stock outstanding
held of record by 209 holders and no shares of preferred stock
outstanding. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.
Securities Authorized for Issuance Under
Equity Compensation Plans
Reference is made to the disclosure described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Proposal No. 8—The Incentive
Plan Proposal” beginning on page 97 thereof, which is incorporated herein by reference. As described below, the Desktop
Metal, Inc. 2020 Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve
thereunder, were approved by Trine’s stockholders at the Special Meeting.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set
forth under Item 3.02 of this report relating to the issuance of the Company’s Class A common stock in connection with
the Transactions, which is incorporated herein by reference.
Description of Registrant’s
Securities to be Registered
The Company’s securities are described
in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Description of Capital Stock”
beginning on page 257 thereof and that information is incorporated herein by reference. As described below, the Company’s
second amended and restated certificate of incorporation was approved by Trine’s stockholders at the Special Meeting and
became effective as of the Closing.
Indemnification of Directors and
Officers
The indemnification of our directors and
officers is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled “Certain Relationships
and Related Party Transactions—Director and Officer Indemnification” beginning on page 266 thereof and that information
is incorporated herein by reference.
Financial Statements and Supplementary
Data
Reference is made to the disclosure set
forth under Item 9.01 of this report relating to the financial information of the Company, and to Exhibits 99.2, 99.3 and 99.4,
all of which are incorporated herein by reference.
Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
Reference is made to the disclosure set
forth under Item 4.01 of this report relating to the change in Trine’s certifying accountant, which is incorporated herein
by reference.