M&A - Desktop Metal, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000095017025052618

Filing Summary: On April 2, 2025, Desktop Metal, Inc. completed its merger with Nano Dimension Ltd. The merger was conducted under the Agreement and Plan of Merger dated July 2, 2024, involving the Issuer, Nano, and Nano US I, Inc., an indirect wholly owned subsidiary of Nano. As a result of the merger, each outstanding share of Common Stock held by the Reporting Persons was cancelled and converted into the right to receive $5.295 in cash. Any outstanding equity awards held by the Reporting Persons were also cancelled and converted into either cash or Nano securities in accordance with the Merger Agreement. Following the merger, the Reporting Persons no longer hold any shares or beneficial ownership in the Issuer's Common Stock. Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi collectively hold 0 shares, with no voting or disposal rights over any shares. The Reporting Persons made purchases of Common Stock on March 26, 2025, buying 45,370 shares at $7.00 and 5,500 shares at $7.82. These transactions were made through Fidelity Investments.

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Form Type: POS AM

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029595

Filing Summary: Desktop Metal, Inc. filed a post-effective amendment to deregister any unsold securities pertaining to various Registration Statements. As of April 2, 2025, the Registrant completed a merger with Nano Dimension Ltd., with the Registrant surviving as an indirect wholly owned subsidiary of Nano. This merger effectively terminated the offerings under the Registration Statements filed previously. The amendments serve to remove from registration any unsold securities related to those statements as of the filing date.

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Form Type: POS AM

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029596

Filing Summary: Desktop Metal, Inc. filed a post-effective amendment to register securities under several prior registration statements due to a merger. As of April 2, 2025, the merger between Desktop Metal, Inc. and Nano Dimension Ltd. took place, with Desktop Metal becoming an indirect wholly owned subsidiary of Nano. As a result of this merger, the registered offerings associated with prior Registration Statements are terminated, and the company is deregistering any unsold securities from these filings as of the amendment date.

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Form Type: POS AM

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029597

Filing Summary: On April 2, 2025, Desktop Metal, Inc. completed a merger with Nano Dimension Ltd., whereby the Registrant became an indirect wholly owned subsidiary of Nano. Following the merger, all offerings previously registered under the Registration Statements have been terminated, and any unsold securities registered under these statements have been deregistered as of the filing date. This merger affects the registration statements, leading to the need for the Post-Effective Amendments to deregister any remaining securities. The filing is part of an ongoing compliance and regulatory process under the Securities Act of 1933. The summary of registration statements includes several registration numbers and details on the shares of Class A common stock involving significant numbers before and after reverse share splits.

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Form Type: POS AM

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029598

Filing Summary: On April 7, 2025, Desktop Metal, Inc. filed a Post-Effective Amendment No. 1 to Form S-3 with the Securities and Exchange Commission to deregister unsold securities from various previously filed registration statements. Notably, the filing indicates that effective April 2, 2025, a merger took place between Desktop Metal, Inc. and Nano Dimension Ltd., resulting in Desktop Metal becoming an indirect wholly owned subsidiary of Nano. This filing details the deregistration of shares related to these transactions and confirms the termination of offerings under earlier registration statements. The merger was executed as per the Agreement and Plan of Merger dated July 2, 2024, leading to significant changes in the capital structure and the cessation of previously planned sales.

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Form Type: POS AM

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029599

Filing Summary: On April 2, 2025, Desktop Metal, Inc. successfully completed a merger with Nano Dimension Ltd., wherein Nano U.S. I, Inc., an indirect subsidiary of Nano, merged with and into Desktop Metal, with Desktop Metal as the surviving entity. This merger resulted in Desktop Metal becoming an indirect wholly owned subsidiary of Nano Dimension. Additionally, the filing serves as a post-effective amendment to deregister unspecified securities that remained unsold as of the filing date under several previously filed Registration Statements. This includes the deregistration of a total of 198,614,636 shares of Class A common stock and various other securities detailed in the earlier filings.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029592

Filing Summary: This document serves as a Post-Effective Amendment to Form S-8 filed by Desktop Metal, Inc. on April 7, 2025, to deregister unsold securities under three Registration Statements due to a recent merger with Nano Dimension Ltd. Under the Agreement and Plan of Merger, effective April 2, 2025, Nano U.S. I, Inc. merged with Desktop Metal, with Desktop Metal becoming an indirect wholly owned subsidiary of Nano. Following this merger, all offerings pursuant to the Registration Statements terminated, leading to the removal of any unsold securities from registration. The ExOne 2013 Equity Incentive Plan and the 2020 Plan were also terminated with the closing of the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029593

Filing Summary: On April 7, 2025, Desktop Metal, Inc. filed a Post-Effective Amendment No. 1 to Form S-8 to deregister any and all securities that remain unsold under previously filed Registration Statements. The amendment relates to three specific Registration Statements, which included shares of Class A common stock issuable under various equity incentive plans. Notably, effective April 2, 2025, Desktop Metal merged with Nano Dimension Ltd., with Desktop Metal surviving the merger as an indirect wholly owned subsidiary of Nano. The merger has resulted in the termination of the offerings pursuant to the Registration Statements and the termination of the ExOne 2013 Equity Incentive Plan and the 2020 Incentive Award Plan. This document ensures compliance with SEC regulations while clarifying the effects of the merger on the company's securities.

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Form Type: S-8 POS

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025029594

Filing Summary: Desktop Metal, Inc. has filed a Post-Effective Amendment No. 1 to Form S-8 to deregister all unsold securities from previously filed Registration Statements under the Securities Act of 1933. This deregistration is in connection with a merger effective April 2, 2025, where Nano Dimension Ltd. merged with Desktop Metal, resulting in Desktop Metal becoming an indirect wholly owned subsidiary of Nano. The filings noticed the termination of offerings pursuant to prior Registration Statements, including plans for stock incentives, following the closing of the merger. The registration statements referenced include: Registration No. 333-256722, Registration No. 333-261152, and Registration No. 333-278002, which collectively involved various shares of Class A common stock under different equity incentive plans.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032215

Filing Summary: On April 2, 2025, Desktop Metal, Inc. completed its merger with Nano Dimension Ltd., pursuant to the Agreement and Plan of Merger dated July 2, 2024. Upon consummation of the merger, each share of Common Stock held by the Reporting Person was cancelled and converted into cash, amounting to $5.295 per share. Additionally, outstanding equity awards held by the Reporting Person were converted in accordance with the Merger Agreement. Consequently, the Reporting Person ceased to beneficially own any securities of Desktop Metal as of April 2, 2025. The Reporting Person has not engaged in any transactions with respect to the Common Stock in the last 60 days and has not owned more than five percent of the outstanding Common Stock after the merger.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925030938

Filing Summary: On April 2, 2025, Desktop Metal, Inc. completed a merger with Nano Dimension Ltd. in accordance with the Merger Agreement dated July 2, 2024. Following the merger, Desktop Metal became an indirect wholly owned subsidiary of Nano. Each outstanding share of Class A common stock was converted into the right to receive $5.295 in cash. All previously vested stock options were canceled and converted into cash based on the merger consideration. Unvested restricted stock units were replaced with awards of Nano Ordinary Shares, while performance-based units were canceled. The New York Stock Exchange was notified to halt trading of Desktop Metal’s shares and withdraw them from listing. The merger led to a change in control of Desktop Metal.

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Form Type: NT 10-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000110465925025103

Filing Summary: Desktop Metal, Inc. has filed a Notification of Late Filing indicating it is unable to submit its Annual Report on Form 10-K for the fiscal year ending December 31, 2024, due to impediments arising from its pending merger with Nano Dimension Ltd. The completion of the audit for the 2024 financial statements could not be achieved in time as the merger agreement stipulations required attention. The merger anticipated closing in the fourth quarter of 2024 led the company to postpone preparation for the 2024 Annual Report. However, complications with CFIUS approval requests and a lawsuit against Nano regarding delays in regulatory approval have rendered the actual closure of the merger uncertain. Consequently, the company is now facing the necessity to prepare the 2024 Annual Report but does not expect to meet the filing deadline of March 17, 2025.

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