M&A - Markforged Holding Corp

Form Type: 10-K/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000095017025067514

Filing Summary: This document is an Amendment No. 1 to Form 10-K for Markforged Holding Corporation, amending the Annual Report for the fiscal year ended December 31, 2024. The amendment includes previously omitted information required by Items 10 through 14 of Part III of the Form 10-K, which concern the company’s directors, executive officers, governance, and related matters. Notably, on April 25, 2025, the company completed a merger with Nano Dimension Ltd. as part of an agreement dated September 25, 2024, with the company becoming an indirect wholly-owned subsidiary of Nano. This merger resulted in the resignation of the company’s directors and officers, who were replaced by those of the subsidiary. The filing provides an updated list of directors as of April 25, 2025, along with their positions. It does not include financial statement disclosures or report events occurring after the original filing date. Additionally, the amendment does not modify the previously reported financial results. The document reiterates compliance with SEC filing regulations and includes details regarding governance, including the company’s audit and compensation committees.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525095190

Filing Summary: On April 25, 2025, Markforged Holding Corporation completed a merger with Nano Dimension Ltd. and its subsidiary, Nano US II, Inc. As per the Merger Agreement, the merger involved the conversion of each outstanding share of common stock of Markforged into $5.00 in cash, except for excluded shares such as treasury stock and shares for which stockholders have perfected their appraisal rights. All in-the-money stock options were also cancelled and converted into cash equivalent to the merger consideration for the exercised shares. Unvested restricted stock units were replaced with a grant of restricted stock units by Nano under similar terms, while company warrants ceased to represent a warrant for Common Stock and became exercisable for the merger consideration. Following the merger, the New York Stock Exchange was notified to suspend trading of Markforged's stock and initiate delisting procedures. Significant changes in the company’s board of directors occurred, and Shai Terem stepped down as CEO. The company’s certificate of incorporation and bylaws were amended and restated in line with the merger.

Form Type: POS AM

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525096947

Filing Summary: On April 25, 2025, Markforged Holding Corporation filed Post-Effective Amendment No. 3 to its Registration Statement under the Securities Act of 1933. This amendment relates to the deregistration of any unsold or unissued securities from the previously filed Registration Statement No. 333-258775, originally filed on August 13, 2021. The deregistration is in connection with a merger pursuant to the Agreement and Plan of Merger dated September 25, 2024, between Markforged Holding Corporation and Nano Dimension Ltd., wherein Markforged merged with a subsidiary of Nano Dimension Ltd., resulting in Markforged becoming an indirect wholly owned subsidiary of Nano Dimension Ltd. Consequently, Markforged has terminated any offers or sales of its securities registered in the earlier filing and is officially deregistering those securities that remained unsold as of the merger date.

Form Type: POS AM

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525096955

Filing Summary: On April 25, 2025, Markforged Holding Corporation filed a Post-Effective Amendment No. 1 to its Form S-3 Registration Statement, declared effective on September 9, 2022. This filing is in relation to the merger with Nano Dimension Ltd. and its subsidiary. According to the Merger Agreement dated September 25, 2024, the Merger Sub, a wholly owned subsidiary of Nano Dimension Ltd., merged with Markforged, resulting in Markforged becoming an indirect wholly owned subsidiary of Nano Dimension Ltd. Consequently, this amendment is utilized to deregister any unsold securities under the prior Registration Statement, in compliance with the Securities Act requirements. Therefore, all securities that were registered but not sold have been removed from registration as of the filing date.

Form Type: POS AM

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525096958

Filing Summary: On April 25, 2025, Markforged Holding Corporation filed a Post-Effective Amendment No. 1 to Form S-4 Registration Statement under the Securities Act of 1933. This amendment is related to the merger agreement dated September 25, 2024, involving Markforged Holding Corporation, Nano Dimension Ltd., and Nano US II, Inc. As a result of the merger, Markforged became an indirect wholly owned subsidiary of Nano Dimension Ltd. The filing indicates the termination of any offerings of its securities under the previously filed Registration Statement No. 333-254973, effectively removing from registration all unsold securities. The company confirms the deregistration of any remaining securities as a result of this merger.

Form Type: S-8 POS

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525096975

Filing Summary: On April 25, 2025, Markforged Holding Corporation filed a post-effective amendment to deregister any and all unissued securities previously registered under several Form S-8 registration statements due to a merger. This follows the execution of a Merger Agreement dated September 25, 2024, in which Markforged merged with Nano Dimension Ltd., with Markforged becoming an indirect wholly owned subsidiary of Nano Dimension. This merger led to the termination of all securities offerings registered under the prior statements, including the deregistration of 43,900,000 shares under the 2021 Stock Option and Incentive Plan and 4,700,000 shares under the 2021 Employee Stock Purchase Plan, and others from different registration statements. As a result, no additional securities of Markforged will be issued under these registration statements, effectively ending their registration status.

Form Type: S-8 POS

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525096980

Filing Summary: On April 25, 2025, Markforged Holding Corporation, a Delaware corporation, filed a Post-Effective Amendment to Form S-8 to deregister all securities that remain unissued under several Registration Statements. These amendments reflect the results of a merger agreement dated September 25, 2024, where Merger Sub, a subsidiary of Nano Dimension Ltd., merged with Markforged, making it an indirect wholly owned subsidiary of Nano Dimension. As a consequence, all offerings of its securities under the Registration Statements are terminated, along with the deregistration of any securities that were registered but unissued. The Registrant will not issue additional securities under the Registration Statements henceforth.

Form Type: S-8 POS

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525096985

Filing Summary: On April 25, 2025, Markforged Holding Corporation filed a Post-Effective Amendment to deregister any and all securities registered pursuant to several prior S-8 registration statements. This includes significant deregistrations related to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan. The deregistration follows a merger in which Markforged merged with Nano Dimension Ltd. and became an indirect wholly owned subsidiary of Nano Dimension. As a result of the merger, the company has terminated all offerings of its securities under the previous registration statements and will not issue additional securities under them. This action reflects compliance with regulatory requirements to remove unsold registered securities and confirms the end of the effectiveness of the previous registration statements.

Form Type: S-8 POS

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312525096988

Filing Summary: On April 25, 2025, Markforged Holding Corporation executed a merger agreement with Nano Dimension Ltd. and Nano US II, Inc., resulting in Markforged becoming an indirect wholly owned subsidiary of Nano Dimension. The post-effective amendments filed serve to deregister any and all securities related to prior registration statements, reflecting the termination of offerings under those statements. This filing amends previously filed registration statements, consolidating updates to reflect the merger and the subsequent deregistration of unissued shares under the Markforged 2021 Stock Option and Incentive Plan and the Markforged 2021 Employee Stock Purchase Plan.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525081580

Filing Summary: Markforged Holding Corporation reported on April 15, 2025, regarding the anticipated merger with Nano US II, Inc., an indirect, wholly owned subsidiary of Nano Dimension Ltd. The report outlines the details of the merger agreement established on September 25, 2024. Included in the report is information for stockholders about documentation needed for Israeli withholding tax related to the merger, presented in a letter made available on the company's investor relations website. The report emphasizes that the information is not to be considered filed for the purposes of Section 18 of the Securities Exchange Act but is provided for stockholder awareness regarding the forthcoming merger. Forward-looking statements are presented regarding the potential risks and uncertainties surrounding the completion of the merger, including the ability of the involved parties to fulfill their obligations under the merger agreement and complete the transaction within the expected timeframe.

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000095017025046869

Filing Summary: Markforged Holding Corporation is filing this Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Key highlights include a pending merger with Nano Dimension Ltd., which poses risks related to completion and ongoing litigation that could impact their operations negatively. Markforged has faced litigation challenges, notably settling a patent dispute with Continuous Composites, with substantial payment obligations affecting financial stability. Additionally, ongoing operating losses and market factors contribute to doubts about the company's ability to continue as a going concern. The filing notes significant risks such as reliance on third-party suppliers, potential failure to meet profitability goals, and market competition. The company's share structure includes a recent 10-for-1 reverse stock split and ongoing requirements for compliance with the NYSE listing standards, highlighting the company's strategic adjustments in a fluctuating market.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525000154

Filing Summary: On January 2, 2025, Markforged Holding Corporation reported a complaint filed in the Delaware Court of Chancery concerning its pending merger with Nano Dimension Ltd. Markforged is named as a defendant in this legal action. The filing includes a press release as Exhibit 99.1, which pertains to this litigation. This merger has prompted forward-looking statements regarding the transaction, its potential impacts, and inherent risks. Both companies have outlined various factors that may affect the merger, such as regulatory approvals and business operations. The form emphasizes the need for conditions to be met before the transaction's consummation, such as the satisfaction or waiver of closing conditions and the response from competitors and suppliers. As part of the filing, an interactive data file was also included, indicating a comprehensive communication regarding the merger's current state and anticipated challenges.