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):
February 16, 2021
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 Third Avenue
Burlington, Massachusetts
|
|
01803 |
| (Address of
principal executive offices) |
|
(Zip Code) |
(978) 224-1244
Registrant’s telephone number, including 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:
| |
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| |
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Class A common stock, par value
$0.0001 per share |
|
DM |
|
New York Stock Exchange |
| Warrants to purchase one share of
Class A common stock |
|
DM.WS |
|
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 x
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 2.01. |
Completion of Acquisition or
Disposition of Assets. |
On February 16, 2021, pursuant to the Purchase Agreement and
Plan of Merger (the “Merger Agreement”), by and among the Company,
EnvisionTEC Merger Sub, Inc., a wholly owned subsidiary of the
Company (“Merger Sub I”) and EnvisionTEC US, LLC, a wholly owned
subsidiary of the Company (“Merger Sub II”), Envisiontec, Inc.
(“envisionTEC”), Gulf Filtration Systems, Inc. (“Gulf”),
3dbotics, Inc. (“3dbotics” and together with envisionTEC, Gulf
and 3dbotics, and Envisiontec GmbH (“envisionTEC Germany”), the
“envisionTEC Group”), and the Seller, the Company completed its
previously announced acquisition of the envisionTec Group (the
“Closing”), with (i) the mergers (the “Mergers”) of
(A) Merger Sub I with and into envisionTEC, with envisionTEC
continuing as the surviving corporation, and subsequently,
(B) envisionTEC with and into Merger Sub II, with Merger Sub
II continuing as the surviving corporation and a direct, wholly
owned subsidiary of the Company; and (ii) the purchase of all
of the issued and outstanding stock of envisionTEC Germany, Gulf
and 3dbotics (the “Share Purchase”).
The transaction was valued at $300,000,000, with the Seller and
certain key employees of the envisionTEC Group receiving $150
million in cash, as adjusted for, among other things, the amount of
cash, debt and working capital in the business on February 16,
2021 and Seller issuing or agreeing to grant a total of 5,511,990
shares of Class A common stock of the Company and restricted
stock awards valued in the aggregate at $150,000,000, based on an
agreed per share price of $27.2134 per share.
A copy of the Merger Agreement is attached as Exhibit 2.1 to
the Company’s Current Report on Form 8-K filed on
January 15, 2021. The foregoing description of the Merger
Agreement is not complete and is qualified in its entirety by
reference to the full text of the Merger Agreement.
|
Item 3.02 |
Unregistered Sales of Equity
Securities. |
The information set forth under Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference.
5,036,142 shares of Class A common stock (the "Shares") were issued
to the Seller in transactions exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), by
virtue of Section 4(a)(2) of the Securities Act. Pursuant
to the Merger Agreement, the Seller represented his intention to
acquire the Shares for investment only and not with a view to or
for sale in connection with any distribution. The Seller also
represented that he is an “accredited investor” as that term is
defined in Rule 501(a) under the Securities Act.
Appropriate restrictive legends are reflected in a restricted book
entry with the Company’s transfer agent. The Seller also had
adequate access, through business relationships and the course of
negotiations, to information about the Company and could, with
counsel and his professional experience, evaluate that
information.
|
Item 5.02 |
Election of Directors. |
On February 16, 2021, the Board of Directors (the “Board”) of
the Company increased the size of the Board to twelve directors and
appointed Ali El-Siblani to serve as a member of the Board as a
Class III Director. Pursuant to the Merger Agreement, the
Company agreed to take all action necessary to cause
Mr. Siblani to be appointed to its Board as a Class III
director, effective from and after the Closing. Other than the
Merger Agreement, there was no arrangement or understanding
pursuant to which Mr. El-Siblani was elected as a director.
Mr. El-Siblani has also entered into the Company’s standard
indemnification agreement for directors and officers.
On February 17, 2021, the Company issued a press release
announcing the Closing, a copy of which is furnished as
Exhibit 99.1 hereto.
|
Item 9.01. |
Financial Statement and
Exhibits. |
(a) Financial Statements of Businesses or Funds
Acquired.
The audited combined financial statements of envisionTEC Group as
of December 31, 2018 and 2019 and for each of the years in the
two-year period ended December 31, 2019 are attached hereto as
Exhibit 99.2 and incorporated by reference herein.
The unaudited interim combined financial statements of envisionTEC
Group as of September 30, 2020 and for the nine months ended
September 30, 2020 and 2019 are attached hereto as
Exhibit 99.3 and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial statements of the
Company giving pro forma effect to the acquisition of the
envisionTEC Group as of and for the nine months ended
September 30, 2020 is attached hereto as Exhibit 99.4 and
incorporated by reference herein.
(d) Exhibits
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: |
February 17, 2021 |
By: |
/s/ Ric
Fulop |
| |
|
Name: |
Ric Fulop |
| |
|
Title: |
Chief Executive Officer |
