M&A - Markforged Holding Corp

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.

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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.

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