Form 8-K - Current report
03 10월 2024 - 8:30PM
Edgar (US Regulatory)
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2024-10-02
2024-10-02
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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): October 2, 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 3rd
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 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the “Special Meeting”)
of Desktop Metal, Inc. (“Desktop Metal”) was held virtually at 9:00 a.m. Eastern Time on October 2, 2024. The
Special Meeting was held in order to consider and vote upon the proposals set forth in the proxy statement filed with the U.S. Securities
and Exchange Commission (the “SEC”) on August 15, 2024, as supplemented on September 24, 2024 (the “Proxy
Statement”), to (i) adopt the Agreement and Plan of Merger, dated as of July 2, 2024 (the “Merger Agreement”),
by and among Desktop Metal, Nano Dimension Ltd., an Israeli company (“Nano”), and Nano US I, Inc., a Delaware corporation
(“Merger Sub”)and a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation (“Nano Dimension
USA”), which is a direct, wholly-owned subsidiary of Nano (the “Merger Proposal”), (ii) approve, on a non-binding
advisory basis, the compensation that may be paid or become payable to Desktop Metal’s named executive officers that is based on
or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”) and (iii) approve
the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Desktop Metal
special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus
is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”). The proposals are described in detail in the
Proxy Statement.
At the Special Meeting, (i) the Merger Proposal was approved by
the affirmative vote of holders of a majority in voting power of the outstanding Desktop Metal Class A common stock, par value $0.0001
per share (the “Common Stock”) entitled to vote thereon, and (ii) the Advisory Compensation Proposal was approved by
the affirmative vote of the holders of a majority in voting power of the votes cast. As there were sufficient votes to approve the Merger
Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to stockholders.
As of the close of business on August 12, 2024, the record date
for the Special Meeting, there were an aggregate of 33,260,586 shares of Common Stock outstanding, each of which was entitled to one vote
with respect to each proposal. A total of 21,019,830 shares of Common Stock, representing approximately 63.2% of the outstanding shares
of Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business at the Special
Meeting.
The following are the final voting results on the proposals considered
and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement:
| I. | The Merger Proposal – To adopt the Merger Agreement: |
For | |
Against | |
Abstain |
20,215,961 | |
746,279 | |
57,590 |
| II. | The Advisory Compensation Proposal – To approve, on an advisory (non-binding) basis, the compensation
that may be paid or become payable to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions
contemplated by the Merger Agreement: |
For | |
Against | |
Abstain |
13,952,950 | |
1,767,608 | |
5,299,272 |
As there were sufficient votes to approve the
Merger Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to stockholders.
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: |
October 3, 2024 |
By: |
/s/ Larry O’Connell |
|
|
Name: |
Larry O’ Connell |
|
|
Title: |
General Counsel and Corporate Secretary |
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