|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
3559
(Primary Standard Industrial Classification Code Number) |
| |
83-2044042
(I.R.S. Employer Identification No.) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | ||||||||||||||||||||||||||||
Title of Each Class of
Securities to Be Registered |
| | |
Amount
to be Registered(1)(2) |
| | |
Proposed Maximum
Offering Price Per Share(3) |
| | |
Proposed Maximum
Aggregate Offering Price(3) |
| | |
Amount of
Registration Fee(3) |
| ||||||||||||
Class A common stock, par value $0.0001 per share
|
| | | | | 2,492,249 | | | | | | $ | 12.50 | | | | | | $ | 31,153,113 | | | | | | $ | 3,399 | | |
| | |
Page
|
| |||
ABOUT THIS PROSPECTUS
|
| | | | ii | | |
| | | | iii | | | |
| | | | 1 | | | |
| | | | 5 | | | |
| | | | 31 | | | |
| | | | 32 | | | |
| | | | 32 | | | |
| | | | 33 | | | |
| | | | 41 | | | |
| | | | 61 | | | |
| | | | 77 | | | |
| | | | 83 | | | |
| | | | 94 | | | |
| | | | 99 | | | |
| | | | 102 | | | |
| | | | 105 | | | |
| | | | 109 | | | |
| | | | 111 | | | |
| | | | 112 | | | |
| | | | 113 | | | |
| | | | F-1 | | |
| | |
Desktop Metal
(Historical) |
| |
EnvisionTEC
(Historical) |
| |
Transaction
Accounting Adjustments |
| |
Note
References |
| |
Pro Forma
Combined |
| ||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Products
|
| | | $ | 13,718 | | | | | $ | 40,874 | | | | | $ | — | | | | | | | | $ | 54,592 | | |
Services
|
| | | | 2,752 | | | | | | 1,258 | | | | | | (192) | | | |
4(e)
|
| | | | 3,818 | | |
Total revenues
|
| | | | 16,470 | | | | | | 42,132 | | | | | | (192) | | | | | | | | | 58,410 | | |
Cost of sales
|
| | | | | | | | | | | | | | | | — | | | | | | | | | — | | |
Products
|
| | | | 26,945 | | | | | | 18,378 | | | | | | 9,806 | | | |
4(a). 4(c) 4(d)
|
| | | | 55,129 | | |
Services
|
| | | | 4,574 | | | | | | 151 | | | | | | — | | | | | | | | | 4,725 | | |
Total cost of sales
|
| | | | 31,519 | | | | | | 18,529 | | | | | | 9,806 | | | | | | | | | 59,854 | | |
Gross margin
|
| | | | (15,049) | | | | | | 23,603 | | | | | | (9,998) | | | | | | | | | (1,444) | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | — | | | | | | | | | — | | |
Research and development
|
| | | | 43,136 | | | | | | 4,270 | | | | | | 9 | | | |
4(c)
|
| | | | 47,415 | | |
Sales and marketing
|
| | | | 13,136 | | | | | | 3,087 | | | | | | 5,111 | | | |
4(a). 4(c)
|
| | | | 21,334 | | |
General and administrative
|
| | | | 20,734 | | | | | | 5,755 | | | | | | 671 | | | |
4(a), 4(c)
|
| | | | 27,160 | | |
Total Operating Expenses
|
| | | | 77,006 | | | | | | 13,112 | | | | | | 5,791 | | | | | | | | | 95,909 | | |
Profit/(Loss) from Operations
|
| | | | (92,055) | | | | | | 10,491 | | | | | | (15,789) | | | | | | | | | (97,353) | | |
Change in fair value of warrant liability
|
| | | | 56,417 | | | | | | — | | | | | | — | | | | | | | | | 56,417 | | |
Interest expense
|
| | | | (328) | | | | | | — | | | | | | — | | | | | | | | | (328) | | |
Interest and other income, net
|
| | | | 1,011 | | | | | | 755 | | | | | | — | | | | | | | | | 1,766 | | |
Profit/(Loss) before income taxes
|
| | | | (34,955) | | | | | | 11,246 | | | | | | (15,789) | | | | | | | | | (39,498) | | |
Income tax benefit
|
| | | | 940 | | | | | | (380) | | | | | | 27,920 | | | |
4(b)
|
| | | | 28,480 | | |
Net Profit/(Loss)
|
| | | $ | (34,015) | | | | | $ | 10,866 | | | | | $ | 12,131 | | | | | | | | $ | (11,018) | | |
Shares used to compute earnings per share – basic and diluated
|
| | | | 157,906 | | | | | | — | | | | | | 5,036 | | | | | | | | | 162,942 | | |
Net Profit/Loss per share – basic and diluted
|
| | | $ | (0.22) | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (0.07) | | |
| | |
Desktop Metal(A)
|
| |
EnvisionTEC
(Historical) January 1, 2021 to February 15, 2021(B) |
| |
Transaction
Accounting Adjustments |
| |
Note
References |
| |
Pro Forma
Combined |
| ||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Products
|
| | | $ | 10,311 | | | | | $ | 3,239 | | | | | $ | — | | | | | | | | $ | 13,550 | | |
Services
|
| | | | 1,002 | | | | | | 57 | | | | | | (1) | | | |
4(e)
|
| | | | 1,058 | | |
Total revenues
|
| | | | 11,313 | | | | | | 3,296 | | | | | | (1) | | | | | | | | | 14,608 | | |
Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Products
|
| | | | 10,487 | | | | | | 4,246 | | | | | | 288 | | | |
4(a). 4(c) 4(d)
|
| | | | 15,021 | | |
Services
|
| | | | 1,413 | | | | | | 32 | | | | | | — | | | | | | | | | 1,445 | | |
Total cost of sales
|
| | | | 11,900 | | | | | | 4,278 | | | | | | 288 | | | | | | | | | 16,466 | | |
Gross margin
|
| | | | (587) | | | | | | (982) | | | | | | (289) | | | | | | | | | (1,858) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 10,858 | | | | | | 515 | | | | | | 6 | | | |
4(c)
|
| | | | 11,379 | | |
Sales and marketing
|
| | | | 5,449 | | | | | | 513 | | | | | | 665 | | | |
4(a). 4(c)
|
| | | | 6,627 | | |
General and administrative
|
| | | | 13,846 | | | | | | 1,571 | | | | | | 105 | | | |
4(a), 4(c)
|
| | | | 15,522 | | |
Total Operating Expenses
|
| | | | 30,153 | | | | | | 2,599 | | | | | | 776 | | | | | | | | | 33,528 | | |
Loss from Operations
|
| | | | (30,740) | | | | | | (3,581) | | | | | | (1,065) | | | | | | | | | (35,386) | | |
Change in fair value of warrant liability
|
| | | | (56,576) | | | | | | — | | | | | | — | | | | | | | | | (56,576) | | |
Interest expense
|
| | | | (73) | | | | | | — | | | | | | — | | | | | | | | | (73) | | |
Interest and other income, net
|
| | | | 361 | | | | | | 152 | | | | | | — | | | | | | | | | 513 | | |
Loss before income taxes
|
| | | | (87,028) | | | | | | (3,429) | | | | | | (1,065) | | | | | | | | | (91,522) | | |
Income tax benefit
|
| | | | 27,920 | | | | | | (58) | | | | | | (27,920) | | | |
4(b)
|
| | | | (58) | | |
Net Loss
|
| | | $ | (59,108) | | | | | $ | (3,487) | | | | | $ | (28,985) | | | | | | | | $ | (91,580) | | |
Shares used to compute earnings per share – basic and diluted
|
| | | | 238,244 | | | | | | — | | | | | | 2,490 | | | | | | | | | 240,734 | | |
Net Profit/Loss per share – basic and diluted
|
| | | $ | (0.25) | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (0.38) | | |
|
Amount
(In thousands) |
| |
Presentation in EnvisionTEC’s
Financial Statements |
| |
Presentation in Unaudited Pro Forma Condensed Combined
Financial Information |
|
|
$40,874
|
| | Net revenue | | | Revenues – Products | |
|
1,258
|
| | Net revenue | | | Revenues – Services | |
|
18,378
|
| | Cost of goods sold | | | Cost of sales – Products | |
|
151
|
| | Cost of goods sold | | | Cost of sales – Services | |
|
3,087
|
| | Selling, general and administrative | | | Sales and marketing | |
|
5,755
|
| | Selling, general and administrative | | | General and administrative | |
|
755
|
| | Other income | | | Interest and other income, net | |
| | |
December 31, 2020
|
| |||
Cash consideration
|
| | | $ | 143,795 | | |
Issuance of Desktop Metal shares
|
| | | | 159,847 | | |
Total purchase price
|
| | | $ | 303,642 | | |
| | |
December 31, 2020
|
| |||
Net book value of net assets acquired
|
| | | $ | 38,737 | | |
Adjustments to:
|
| | | | | | |
Intangible assets
|
| | | | 136,755 | | |
Step-up of inventory value
|
| | | | 871 | | |
Deferred revenue haircut
|
| | | | 192 | | |
Deferred tax
|
| | | | (33,348) | | |
Extinguishment of related party loan payable
|
| | | | 207 | | |
Write-off historical capitalized software
|
| | | | (31) | | |
Goodwill
|
| | | | 160,259 | | |
Total consideration
|
| | | $ | 303,642 | | |
Description
|
| |
Useful Life
|
| |
Fair Value
|
| |
Balance Sheet
Classification |
| ||||||
Customer relationships
|
| | | | 10 | | | | | $ | 50,900 | | | |
Intangible assets, net
|
|
Acquired technology
|
| |
7 – 12
|
| | | | 77,800 | | | |
Intangible assets, net
|
| |||
Trade name
|
| | | | 13 | | | | | | 8,600 | | | |
Intangible assets, net
|
|
Total identifiable intangible assets
|
| | | | | | | | | $ | 137,300 | | | | | |
(in thousands, except share and per share data)
|
| |
Year Ended
December 31, 2020 |
| |
Three Months Ended
March 31, 2021 |
| ||||||
Pro forma net loss
|
| | | $ | (11,018) | | | | | $ | (91,580) | | |
Pro forma weighted average shares outstanding – basic and diluted
|
| | | | 162,942,142 | | | | | | 240,733,775 | | |
Pro forma EPS – basic and diluted
|
| | | $ | (0.07) | | | | | $ | (0.38) | | |
Pro forma weighted average shares outstanding – basic and diluted
|
| | | | | | | | |||||
Desktop Metal Weighted Average Shares Outstanding
|
| | | | 157,906,000 | | | | | | 238,244,000 | | |
EnvisionTEC Shares Issued Pro Forma Adjustment
|
| | | | 5,036,142 | | | | | | 2,489,778 | | |
Pro Forma Combined Shares
|
| | | | 162,942,142 | | | | | | 240,733,778 | | |
| | |
For the Three Months Ended March 31,
|
| |
Change in
Revenues |
| ||||||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| ||||||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Products Revenue
|
| | | $ | 10,311 | | | | | | 91% | | | | | $ | 2,694 | | | | | | 80% | | | | | $ | 7,617 | | | | | | 283% | | |
Services Revenue
|
| | | | 1,002 | | | | | | 9% | | | | | | 691 | | | | | | 20% | | | | | | 311 | | | | | | 45% | | |
Total Revenue
|
| | | $ | 11,313 | | | | | | 100% | | | | | $ | 3,385 | | | | | | 100% | | | | | $ | 7,928 | | | | | | 234% | | |
| | |
For the Three Months Ended March 31,
|
| |
Change in
Revenue |
| ||||||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| ||||||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Americas | | | | $ | 6,559 | | | | | | 58% | | | | | $ | 1,229 | | | | | | 36% | | | | | $ | 5,330 | | | | | | 434% | | |
EMEA (Europe, the Middle East and Africa)
|
| | | | 2,741 | | | | | | 24% | | | | | | 1,851 | | | | | | 55% | | | | | | 890 | | | | | | 48% | | |
APAC (Asia-Pacific)
|
| | | | 2,013 | | | | | | 18% | | | | | | 305 | | | | | | 9% | | | | | | 1,708 | | | | | | 560% | | |
Total Revenue
|
| | | $ | 11,313 | | | | | | 100% | | | | | $ | 3,385 | | | | | | 100% | | | | | $ | 7,928 | | | | | | 234% | | |
| | |
For the Three Months Ended March 31,
|
| |
Change in
Gross Profit |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Profit (Loss)
|
| |
$
|
| |
%
|
| |||||||||||||||
Products
|
| | | $ | (176) | | | | | $ | (2,347) | | | | | $ | 2,171 | | | | | | 93% | | |
Services
|
| | | | (411) | | | | | | (472) | | | | | | 61 | | | | | | 13% | | |
Total | | | | $ | (587) | | | | | $ | (2,819) | | | | | $ | 2,232 | | | | | | 79% | | |
| | |
For the Three Months Ended March 31,
|
| |
Change in Gross
Margin |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Margin
|
| |
Percentage Points
|
| |
%
|
| |||||||||||||||
Products
|
| | | | (2)% | | | | | | (87)% | | | | | | 0.85 | | | | | | 98% | | |
Services
|
| | | | (41)% | | | | | | (68)% | | | | | | 0.27 | | | | | | 40% | | |
Total | | | | | (5)% | | | | | | (83)% | | | | | | 0.78 | | | | | | 94% | | |
| | |
For the Years Ended December 31,
|
| |
Change in Revenues
|
| ||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Product Revenue
|
| | | $ | 13,718 | | | | | | 83% | | | | | $ | 22,758 | | | | | | 86% | | | | | $ | (9,040) | | | | | | (40)% | | |
Service Revenue
|
| | | | 2,752 | | | | | | 17% | | | | | | 3,681 | | | | | | 14% | | | | | | (929) | | | | | | (25)% | | |
Total Revenue
|
| | | $ | 16,470 | | | | | | 100% | | | | | $ | 26,439 | | | | | | 100% | | | | | $ | (9,969) | | | | | | (38)% | | |
| | |
For the Years Ended December 31,
|
| |
Change in Revenues
|
| ||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Revenue
|
| |
% of Total
|
| |
Revenue
|
| |
% of Total
|
| |
$
|
| |
%
|
| ||||||||||||||||||
Americas
|
| | | $ | 6,665 | | | | | | 40% | | | | | $ | 15,801 | | | | | | 60% | | | | | $ | (9,136) | | | | | | (58)% | | |
EMEA (Europe, the Middle East and Africa)
|
| | | | 7,788 | | | | | | 47% | | | | | | 8,993 | | | | | | 34% | | | | | | (1,205) | | | | | | (13)% | | |
APAC (Asia-Pacific)
|
| | | | 2,017 | | | | | | 12% | | | | | | 1,645 | | | | | | 6% | | | | | | 372 | | | | | | 23% | | |
Total Revenue
|
| | | $ | 16,470 | | | | | | 100% | | | | | $ | 26,439 | | | | | | 100% | | | | | $ | (9,969) | | | | | | (38)% | | |
| | |
For the Years Ended December 31,
|
| |
Change in
Gross Loss |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Loss
|
| |
$
|
| |
%
|
| |||||||||||||||
Products
|
| | | $ | (13,227) | | | | | $ | (22,510) | | | | | $ | 9,283 | | | | | | 41% | | |
Services
|
| | | | (1,822) | | | | | | (1,847) | | | | | | 25 | | | | | | 1% | | |
Total | | | | $ | (15,049) | | | | | $ | (24,357) | | | | | $ | 9,308 | | | | | | 38% | | |
| | |
For the Years Ended December 31,
|
| |
Change in
Gross Margin |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||||||||
(Dollars in thousands)
|
| |
Gross Margin
|
| |
Percentage Points
|
| |
%
|
| |||||||||||||||
Products
|
| | | | (96)% | | | | | | (99)% | | | | | | 0.03 | | | | | | 3% | | |
Services
|
| | | | (66)% | | | | | | (50)% | | | | | | (0.16) | | | | | | (32)% | | |
Total | | | | | (91)% | | | | | | (92)% | | | | | | 0.01 | | | | | | 1% | | |
| | |
For the Three Months Ended
March 31, |
| |||||||||
(Dollars in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
GAAP gross margin
|
| | | $ | (587) | | | | | $ | (2,819) | | |
Stock-based compensation included in cost of sales
|
| | | | 117 | | | | | | 100 | | |
Amortization of acquired intangible assets included in cost of sales
|
| | | | 1,091 | | | | | | — | | |
Non-GAAP gross margin
|
| | | $ | 621 | | | | | $ | (2,719) | | |
GAAP operating loss
|
| | | $ | (30,740) | | | | | $ | (22,278) | | |
Stock-based compensation
|
| | | | 2,217 | | | | | | 1,259 | | |
Amortization of acquired intangible assets included in cost of sales
|
| | | | 1,091 | | | | | | — | | |
Amortization of acquired intangibles assets
|
| | | | 1,208 | | | | | | 164 | | |
Acquisition-related and other transactional charges included in general and administrative expenses
|
| | | | 4,984 | | | | | | — | | |
Non-GAAP operating loss
|
| | | $ | (21,240) | | | | | $ | (20,855) | | |
GAAP net loss
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Stock-based compensation
|
| | | | 2,217 | | | | | | 1,259 | | |
Amortization of acquired intangible assets included in cost of sales
|
| | | | 1,091 | | | | | | — | | |
Amortization of acquired intangibles assets
|
| | | | 1,208 | | | | | | 164 | | |
Acquisition-related and other transactional charges included in general and administrative expenses
|
| | | | 4,984 | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 56,576 | | | | | | — | | |
Non-GAAP net loss .
|
| | | $ | 6,968 | | | | | $ | (20,381) | | |
| | |
For the Three Months Ended
March 31, |
| |||||||||
(Dollars in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Net loss attributable to common stockholders
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Interest (income) expense, net
|
| | | | (42) | | | | | | (478) | | |
Income tax benefit
|
| | | | (27,920) | | | | | | — | | |
Depreciation and amortization
|
| | | | 3,892 | | | | | | 2,321 | | |
EBITDA | | | | | (83,178) | | | | | | (19,961) | | |
Change in fair value of warrant liability
|
| | | | 56,576 | | | | | | — | | |
Stock compensation expense
|
| | | | 2,217 | | | | | | 1,259 | | |
Warrant expense
|
| | | | — | | | | | | 139 | | |
Transaction costs associated with acquisitions
|
| | | | 4,984 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (19,401) | | | | | $ | (18,563) | | |
| | |
For the Years Ended
December 31, |
| |||||||||
(Dollars in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Net loss attributable to common stockholders
|
| | | $ | (34,015) | | | | | $ | (103,596) | | |
Interest (income) expense, net
|
| | | | (610) | | | | | | (3,993) | | |
Income tax benefit
|
| | | | (940) | | | | | | — | | |
Depreciation and amortization
|
| | | | 8,589 | | | | | | 8,087 | | |
EBITDA | | | | | (26,976) | | | | | | (99,502) | | |
Change in fair value of warrant liability
|
| | | | (56,417) | | | | | | — | | |
Stock compensation expense
|
| | | | 8,006 | | | | | | 5,215 | | |
Warrant expense
|
| | | | 1,915 | | | | | | 1,038 | | |
Adjusted EBITDA
|
| | | $ | (73,472) | | | | | $ | (93,249) | | |
| | |
For the Three Months Ended
March 31, |
| |||||||||
(Dollars in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Net cash used in operating activities
|
| | | $ | (41,129) | | | | | $ | (22,434) | | |
Net cash used in investing activities
|
| | | | (182,053) | | | | | | 30,680 | | |
Net cash provided by financing activities
|
| | | | 157,195 | | | | | | 132 | | |
Net change in cash, cash equivalents, and restricted cash
|
| | | $ | (65,987) | | | | | $ | 8,378 | | |
| | |
For the Years Ended
December 31, |
| |||||||||
(Dollars in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Net cash used in operating activities
|
| | | $ | (80,575) | | | | | $ | (97,202) | | |
Net cash used in investing activities
|
| | | | (36,983) | | | | | | (26,032) | | |
Net cash provided by financing activities
|
| | | | 534,922 | | | | | | 160,352 | | |
Net change in cash, cash equivalents, and restricted cash
|
| | | $ | 417,364 | | | | | $ | 37,118 | | |
Grant Date
|
| |
Number of
Share Options Granted |
| |
Exercise Price
per Share |
| |
Estimated Fair
Value per Share of Common Stock |
| |
Weighted-Average
Estimated Fair Value per Share of Options |
| ||||||||||||
March 1, 2019
|
| | | | 1,555,218 | | | | | $ | 3.34 | | | | | $ | 3.34 | | | | | $ | 1.76 | | |
May 8, 2019
|
| | | | 1,137,463 | | | | | $ | 3.34 | | | | | $ | 3.34 | | | | | $ | 1.75 | | |
September 18, 2019
|
| | | | 723,103 | | | | | $ | 3.34 | | | | | $ | 3.34 | | | | | $ | 1.70 | | |
November 13, 2019
|
| | | | 701,957 | | | | | $ | 3.34 | | | | | $ | 3.34 | | | | | $ | 1.71 | | |
March 12, 2020
|
| | | | 473,625 | | | | | $ | 3.34 | | | | | $ | 3.34 | | | | | $ | 1.65 | | |
June 11, 2020
|
| | | | 4,176,283 | | | | | $ | 1.40 | | | | | $ | 1.40 | | | | | $ | 0.70 | | |
July 14, 2020
|
| | | | 3,087,308 | | | | | $ | 1.40 | | | | | $ | 7.98 | | | | | $ | 6.87 | | |
August 5, 2020
|
| | | | 713,803 | | | | | $ | 1.40 | | | | | $ | 7.98 | | | | | $ | 6.78 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
Ric Fulop | | | 46 | | | Chief Executive Officer, Chairman and Director | |
Steve Billow | | | 53 | | | President | |
Arjun Aggarwal | | | 29 | | | Chief Product Officer | |
Ali El Siblani | | | 54 | | |
Chief Executive Officer of EnvisionTEC US LLC and Director
|
|
James Haley | | | 48 | | | Chief Financial Officer and Treasurer | |
Meg Broderick | | | 53 | | | General Counsel and Secretary | |
Ilya Mirman | | | 52 | | | Chief Marketing Officer | |
Jonah Myerberg | | | 45 | | | Chief Technology Officer | |
Non-Employee Directors: | | | | | | | |
Scott Dussault | | | 50 | | | Director | |
Dayna Grayson | | | 44 | | | Director | |
Leo Hindery, Jr. | | | 73 | | | Director | |
Wen Hsieh | | | 48 | | | Director | |
Jeff Immelt | | | 65 | | | Director | |
Byron Knight | | | 44 | | | Director | |
Stephen Nigro | | | 61 | | | Director | |
Steve Papa | | | 48 | | | Director | |
Andy Wheeler | | | 42 | | | Director | |
Bilal Zuberi | | | 45 | | | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
Awards ($)(1) |
| |
Non-
Equity Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||
Ric Fulop
|
| | | | 2020 | | | | | | 332,500 | | | | | | — | | | | | | 150,000 | | | | | | 508 | | | | | | 483,008 | | |
Chief Executive Officer
|
| | | | 2019 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | 540 | | | | | | 350,540 | | |
Elizabeth Linardos
|
| | | | 2020 | | | | | | 247,841 | | | | | | 3,635,366 | | | | | | 40,000 | | | | | | 355 | | | | | | 3,923,562 | | |
Former Chief Financial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Billow
|
| | | | 2020 | | | | | | 308,750 | | | | | | 2,596,476 | | | | | | 150,000 | | | | | | 714 | | | | | | 3,055,941 | | |
President
|
| | | | 2019 | | | | | | 263,541 | | | | | | 2,163,700 | | | | | | — | | | | | | 600 | | | | | | 2,427,841 | | |
| | | | | | | | |
Option Awards
|
| | | | | | | |||||||||||||||||||||
Name and Principal Position
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number Of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number Of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||||||||
Elizabeth Linardos
Former Chief Financial Officer |
| | | | 12/01/2017 | | | | | | 121,740 | | | | | | — | | | | | | — | | | | | | 2.46 | | | | | | 11/30/2027 | | |
| | | 05/08/2019 | | | | | | 4,324 | | | | | | — | | | | | | — | | | | | | 3.34 | | | | | | 05/07/2029 | | | ||
| | | 06/11/2020 | | | | | | 15,265 | | | | | | 15,265(1) | | | | | | — | | | | | | 1.40 | | | | | | 06/10/2030 | | | ||
| | | 07/17/2020 | | | | | | 256,456 | | | | | | 256,456(1) | | | | | | — | | | | | | 1.40 | | | | | | 07/16/2030 | | | ||
| | | 09/01/2020(4) | | | | | | 27,668 | | | | | | 27,668(1) | | | | | | — | | | | | | 1.40 | | | | | | 11/30/2027 | | | ||
| | | 09/01/2020(4) | | | | | | 3,944 | | | | | | 3,944(1) | | | | | | — | | | | | | 1.40 | | | | | | 05/07/2029 | | | ||
| | | 03/01/2019 | | | | | | 457,957 | | | | | | — | | | | | | — | | | | | | 3.34 | | | | | | 02/28/2029 | | | ||
Steve Billow
President |
| | | | 06/11/2020 | | | | | | — | | | | | | 457,956(2) | | | | | | 152,652(3) | | | | | | 1.40 | | | | | | 06/10/2030 | | |
| | | 09/01/2020(4) | | | | | | — | | | | | | 763,261(2) | | | | | | — | | | | | | 1.40 | | | | | | 02/28/2029 | | |
Name
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| ||||||||||||
Dayna Grayson
|
| | | | — | | | | | | 413,590 | | | | | | — | | | | | | 413,590 | | |
Leo Hindery, Jr.
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wen Hsieh
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeff Immelt
|
| | | | — | | | | | | 348,345 | | | | | | — | | | | | | 348,345 | | |
Byron Knight
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen Nigro
|
| | | | 487,259 | | | | | | — | | | | | | 40,935 | | | | | | 528,194 | | |
Steve Papa
|
| | | | — | | | | | | 413,590 | | | | | | — | | | | | | 413,590 | | |
Andy Wheeler
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bilal Zuberi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Options Outstanding at Fiscal
Year End |
| |
Unvested Restricted Shares
Outstanding at Fiscal Year End |
| ||||||
Dayna Grayson
|
| | | | 61,060 | | | | | | — | | |
Leo Hindery, Jr.
|
| | | | — | | | | | | — | | |
Wen Hsieh
|
| | | | — | | | | | | — | | |
Jeff Immelt
|
| | | | 390,789 | | | | | | — | | |
Byron Knight
|
| | | | — | | | | | | — | | |
Stephen Nigro
|
| | | | — | | | | | | 61,060 | | |
Steve Papa
|
| | | | 61,060 | | | | | | — | | |
Andy Wheeler
|
| | | | — | | | | | | — | | |
Bilal Zuberi
|
| | | | — | | | | | | — | | |
Name
|
| |
Shares of
Series D Preferred Stock |
| |
Total Purchase
Price |
| ||||||
GV 2017, L.P.(1)
|
| | | | 1,751,190 | | | | | $ | 14,999,993 | | |
Jeffrey Immelt(2)
|
| | | | 11,674 | | | | | $ | 99,995 | | |
KPCB Holdings, Inc., as nominee(3)
|
| | | | 233,492 | | | | | $ | 1,999,999 | | |
Lux Ventures IV, L.P.(4)
|
| | | | 1,167,460 | | | | | $ | 9,999,995 | | |
New Enterprise Associates 15, L.P.(5)
|
| | | | 2,336,291 | | | | | $ | 20,011,734 | | |
The Northern Trust Company(6)
|
| | | | 8,172,222 | | | | | $ | 69,999,985 | | |
Total | | | | | 13,672,329 | | | | | $ | 117,111,701 | | |
Name
|
| |
Shares of Series E
Preferred Stock |
| |
Total Purchase
Price |
| ||||||
KDT Desktop Metal Holdings, LLC(1)
|
| | | | 7,484,209 | | | | | $ | 75,000,007 | | |
KPCB Holdings, Inc., as nominee(2)
|
| | | | 99,790 | | | | | $ | 1,000,006 | | |
Lux Co-Invest Opportunities, L.P.(3)
|
| | | | 1,496,842 | | | | | $ | 15,000,003 | | |
New Enterprise Associates 15, L.P.(4)
|
| | | | 1,496,842 | | | | | $ | 15,000,003 | | |
The Northern Trust Company(5)
|
| | | | 997,894 | | | | | $ | 9,999,996 | | |
Total | | | | | 11,575,577 | | | | | $ | 116,000,015 | | |
Name
|
| |
Shares of Series E-1
Preferred Stock |
| |
Total Purchase
Price |
| ||||||
GV 2019, L.P.(1)
|
| | | | 2,494,737 | | | | | $ | 25,000,008.95 | | |
| | |
Shares Beneficially Owned
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of Shares of
Class A Common Stock Beneficially Owned |
| |
Percentage Ownership
of Outstanding Class A Common Stock |
| ||||||
5% or Greater Stockholders | | | | | | | | | | | | | |
Entities affiliated with New Enterprise Associates(1)
|
| | | | 28,416,088 | | | | | | 11.25% | | |
Entities affiliated with Lux Ventures(2)
|
| | | | 18,651,974 | | | | | | 7.38% | | |
KPCB Holdings, Inc., as nominee(3)
|
| | | | 17,856,665 | | | | | | 7.07% | | |
Entities affiliated with Google Ventures(4)
|
| | | | 14,302,438 | | | | | | 5.66% | | |
Named Executive Officers and Directors | | | | | | | | | | | | | |
Ric Fulop(5)
|
| | | | 21,981,930 | | | | | | 8.70% | | |
Steve Billow(6)
|
| | | | 457,956 | | | | | | * | | |
Elizabeth Linardos(7)
|
| | | | 429,397 | | | | | | * | | |
Scott Dussault
|
| | | | — | | | | | | — | | |
Ali El-Siblani
|
| | | | 5,036,142 | | | | | | 1.99% | | |
Dayna Grayson
|
| | | | — | | | | | | — | | |
Leo Hindery, Jr.(8)
|
| | | | 2,897,317 | | | | | | 1.15% | | |
Wen Hsieh(3)
|
| | | | 17,856,665 | | | | | | 7.07% | | |
Jeff Immelt(9)
|
| | | | 259,075 | | | | | | * | | |
Byron Knight
|
| | | | — | | | | | | — | | |
Stephen Nigro
|
| | | | — | | | | | | — | | |
Steve Papa
|
| | | | — | | | | | | — | | |
Andy Wheeler
|
| | | | — | | | | | | — | | |
Bilal Zuberi
|
| | | | — | | | | | | — | | |
All executive officers and directors as a group
(17 persons)(10) |
| | | | 49,263,865 | | | | | | 19.39% | | |
| | |
Shares Beneficially Owned
Prior to the Offering |
| | | | | | | |
Shares Beneficially Owned
After the Offering |
| ||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| |
Number of Shares
Being Offered |
| |
Number
|
| |
Percentage
|
| |||||||||||||||
Ann and Eberhad Voit
|
| | | | 103,975 | | | | | | * | | | | | | 103,975 | | | | | | — | | | | | | — | | |
Arkema Inc.(1)
|
| | | | 193,442 | | | | | | * | | | | | | 193,442 | | | | | | — | | | | | | — | | |
Barbara D. Boyan
|
| | | | 1,044 | | | | | | * | | | | | | 1,044 | | | | | | — | | | | | | — | | |
Chemence, Inc.(2)
|
| | | | 73,916 | | | | | | * | | | | | | 73,916 | | | | | | — | | | | | | — | | |
Clear Fir Partners, LP(3)
|
| | | | 13,166 | | | | | | * | | | | | | 9,666 | | | | | | 3,500 | | | | | | * | | |
Curtis Collar
|
| | | | 1,044 | | | | | | * | | | | | | 1,044 | | | | | | — | | | | | | — | | |
Dodd Grande
|
| | | | 1,044 | | | | | | * | | | | | | 1,044 | | | | | | — | | | | | | — | | |
DSM Venturing B.V.(4)
|
| | | | 443,507 | | | | | | * | | | | | | 443,507 | | | | | | — | | | | | | — | | |
Ellery Buchanan
|
| | | | 79,311 | | | | | | * | | | | | | 79,311 | | | | | | — | | | | | | — | | |
Eric Parker
|
| | | | 14,089 | | | | | | * | | | | | | 14,089 | | | | | | — | | | | | | — | | |
James McAndrew
|
| | | | 3,459 | | | | | | * | | | | | | 3,459 | | | | | | — | | | | | | — | | |
Jonathan King
|
| | | | 1,386 | | | | | | * | | | | | | 1,386 | | | | | | — | | | | | | — | | |
McCarley Family LLC(5)
|
| | | | 11,253 | | | | | | * | | | | | | 11,253 | | | | | | — | | | | | | — | | |
McDermott Staff, LLC(6)
|
| | | | 589,016 | | | | | | * | | | | | | 589,016 | | | | | | — | | | | | | — | | |
Michael Seeligson
|
| | | | 12,317 | | | | | | * | | | | | | 12,317 | | | | | | — | | | | | | — | | |
Michael Moussa
|
| | | | 4,846 | | | | | | * | | | | | | 4,846 | | | | | | — | | | | | | — | | |
Molly Seeligson
|
| | | | 2,306 | | | | | | * | | | | | | 2,306 | | | | | | — | | | | | | — | | |
Peter A. Smith
|
| | | | 5,469 | | | | | | * | | | | | | 5,469 | | | | | | — | | | | | | — | | |
Philip Brent Duncan
|
| | | | 198,840 | | | | | | * | | | | | | 198,840 | | | | | | — | | | | | | — | | |
Rigoberto Advincula
|
| | | | 1,044 | | | | | | * | | | | | | 1,044 | | | | | | — | | | | | | — | | |
Stephen Kay
|
| | | | 41,552 | | | | | | * | | | | | | 41,552 | | | | | | — | | | | | | — | | |
Walter Voit
|
| | | | 287,202 | | | | | | * | | | | | | 287,202 | | | | | | — | | | | | | — | | |
Wendover Investments, LP(7)
|
| | | | 219,079 | | | | | | * | | | | | | 219,079 | | | | | | — | | | | | | — | | |
West Pharmaceutical Services, Inc.(8)
|
| | | | 193,442 | | | | | | * | | | | | | 193,442 | | | | | | — | | | | | | — | | |
| Audited consolidated financial statements of Desktop Metal, Inc. and subsidiaries | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | | |
| Unaudited consolidated financial statements of Desktop Metal, Inc. and subsidiaries | | | | | | | |
| | | | | F-41 | | | |
| | | | | F-42 | | | |
| | | | | F-43 | | | |
| | | | | F-44 | | | |
| | | | | F-45 | | | |
| | | | | F-46 | | | |
| Audited combined financial statements of EnvisionTEC Group | | | | | | | |
| | | | | F-70 | | | |
| | | | | F-72 | | | |
| | | | | F-73 | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | | |
| | | | | F-76 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
(as restated) |
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 483,525 | | | | | $ | 66,161 | | |
Short-term investments
|
| | | | 111,867 | | | | | | 84,754 | | |
Accounts receivable
|
| | | | 6,516 | | | | | | 4,523 | | |
Inventory
|
| | | | 9,708 | | | | | | 8,405 | | |
Prepaid expenses and other current assets
|
| | | | 976 | | | | | | 1,888 | | |
Total current assets
|
| | | | 612,592 | | | | | | 165,731 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Property and equipment, net
|
| | | | 12,160 | | | | | | 18,387 | | |
Capitalized software, net
|
| | | | 312 | | | | | | 446 | | |
Goodwill
|
| | | | 2,252 | | | | | | 2,252 | | |
Acquired technology, net
|
| | | | 9,102 | | | | | | 2,994 | | |
Other noncurrent assets
|
| | | | 4,879 | | | | | | 2,289 | | |
Total Assets
|
| | | $ | 641,909 | | | | | $ | 192,711 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 7,591 | | | | | $ | 10,228 | | |
Customer deposits
|
| | | | 1,480 | | | | | | 2,325 | | |
Current portion of operating lease liability
|
| | | | 868 | | | | | | 806 | | |
Accrued expenses and other current liabilities
|
| | | | 7,565 | | | | | | 5,053 | | |
Deferred revenue
|
| | | | 3,004 | | | | | | 2,230 | | |
Current portion of long-term debt, net of deferred financing costs
|
| | | | 9,991 | | | | | | — | | |
Total current liabilities
|
| | | | 30,499 | | | | | | 20,642 | | |
Warrant liability
|
| | | | 93,328 | | | | | | — | | |
Long-term debt, net of deferred financing costs
|
| | | | — | | | | | | 9,972 | | |
Lease liability, net of current portion
|
| | | | 2,157 | | | | | | 3,026 | | |
Total liabilities
|
| | | | 125,984 | | | | | | 33,640 | | |
Commitments and Contingences (Note 15) | | | | | | | | | | | | | |
Legacy Convertible Preferred Stock (Note 17)
|
| | | | — | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred Stock, $0.0001 par value – authorized, 50,000,000 shares; no shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively
|
| | | | — | | | | | | — | | |
Common Stock, $0.0001 par value – 500,000,000 shares authorized; 226,756,733 and 160,500,702 shares issued at December 31, 2020 and December 31, 2019, respectively, 224,626,597 and 154,913,934 shares outstanding at December 31, 2020 and December 31, 2019, respectively
|
| | | | 23 | | | | | | 16 | | |
Additional paid-in capital
|
| | | | 844,188 | | | | | | 453,242 | | |
Accumulated deficit
|
| | | | (328,277) | | | | | | (294,262) | | |
Accumulated other comprehensive (loss) income
|
| | | | (9) | | | | | | 75 | | |
Total Stockholders’ Equity
|
| | | | 515,925 | | | | | | 159,071 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 641,909 | | | | | $ | 192,711 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2020
(as restated) |
| |
2019
|
| ||||||
Revenues | | | | | | | | | | | | | |
Products
|
| | | $ | 13,718 | | | | | $ | 22,758 | | |
Services
|
| | | | 2,752 | | | | | | 3,681 | | |
Total revenues
|
| | | | 16,470 | | | | | | 26,439 | | |
Cost of sales | | | | | | | | | | | | | |
Products
|
| | | | 26,945 | | | | | | 45,268 | | |
Services
|
| | | | 4,574 | | | | | | 5,528 | | |
Total cost of sales
|
| | | | 31,519 | | | | | | 50,796 | | |
Gross margin
|
| | | | (15,049) | | | | | | (24,357) | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 43,136 | | | | | | 54,656 | | |
Sales and marketing
|
| | | | 13,136 | | | | | | 18,749 | | |
General and administrative
|
| | | | 20,734 | | | | | | 11,283 | | |
Total operating expenses
|
| | | | 77,006 | | | | | | 84,688 | | |
Loss from operations
|
| | | | (92,055) | | | | | | (109,045) | | |
Change in fair value of warrant liability
|
| | | | 56,417 | | | | | | — | | |
Interest expense
|
| | | | (328) | | | | | | (503) | | |
Interest and other income, net
|
| | | | 1,011 | | | | | | 5,952 | | |
Loss before income taxes
|
| | | | (34,955) | | | | | | (103,596) | | |
Income tax benefit
|
| | | | 940 | | | | | | — | | |
Net loss
|
| | | $ | (34,015) | | | | | $ | (103,596) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.22) | | | | | $ | (0.69) | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2020
(as restated) |
| |
2019
|
| ||||||
Net loss
|
| | | $ | (34,015) | | | | | $ | (103,596) | | |
Other comprehensive (loss) income, net of taxes: | | | | | | | | | | | | | |
Unrealized (loss) gain on available-for-sale marketable securities, net
|
| | | | (84) | | | | | | 171 | | |
Total comprehensive loss, net of taxes of $0
|
| | | $ | (34,099) | | | | | $ | (103,425) | | |
| | |
Convertible
Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Notes
Receivable |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||
BALANCE – January 1, 2019
|
| | | | 84,092,669 | | | | | $ | 276,889 | | | | | | | 19,352,255 | | | | | $ | 2 | | | | | $ | 6,440 | | | | | $ | (249) | | | | | $ | (190,666) | | | | | $ | (96) | | | | | $ | (184,569) | | |
Retroactive application of recapitalization (Note 1)
|
| | | | (84,092,669) | | | | | | (276,889) | | | | | | | 106,977,440 | | | | | | 11 | | | | | | 276,878 | | | | | | — | | | | | | — | | | | | | — | | | | | | 276,889 | | |
Adjusted balance, beginning of period
|
| | | | — | | | | | | — | | | | | | | 126,329,695 | | | | | | 13 | | | | | | 283,318 | | | | | | (249) | | | | | | (190,666) | | | | | | (96) | | | | | | 92,320 | | |
Issuance of Series E Convertible
Preferred Stock – net of issuance costs ($124)(1) |
| | | | — | | | | | | — | | | | | | | 16,426,267 | | | | | | 2 | | | | | | 134,665 | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,667 | | |
Issuance of Series E-1 Convertible
Preferred Stock – net of issuance costs ($22)(1) |
| | | | — | | | | | | — | | | | | | | 3,046,623 | | | | | | — | | | | | | 24,977 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,977 | | |
Exercise of Common Stock options
|
| | | | — | | | | | | — | | | | | | | 1,217,255 | | | | | | — | | | | | | 708 | | | | | | — | | | | | | — | | | | | | — | | | | | | 708 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | | 6,904,182 | | | | | | 1 | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,215 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,215 | | |
Common Stock warrants issued
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,038 | | |
Issuance of Common Stock for acquisitions
|
| | | | — | | | | | | — | | | | | | | 1,066,373 | | | | | | — | | | | | | 3,563 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,563 | | |
Repayment of notes
receivable |
| | | | — | | | | | | — | | | | | | | (76,461) | | | | | | — | | | | | | (249) | | | | | | 249 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (103,596) | | | | | | — | | | | | | (103,596) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 171 | | | | | | 171 | | |
BALANCE – December 31, 2019
|
| | | | — | | | | | | — | | | | | | | 154,913,934 | | | | | | 16 | | | | | | 453,242 | | | | | | — | | | | | | (294,262) | | | | | | 75 | | | | | | 159,071 | | |
Exercise of Common Stock options
|
| | | | — | | | | | | — | | | | | | | 521,925 | | | | | | — | | | | | | 325 | | | | | | — | | | | | | — | | | | | | — | | | | | | 325 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | | 5,307,357 | | | | | | 1 | | | | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | |
Issuance of Common Stock in connection with acquisitions
|
| | | | — | | | | | | — | | | | | | | 61,060 | | | | | | — | | | | | | 500 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500 | | |
Repurchase of shares for employee
tax withholdings |
| | | | — | | | | | | — | | | | | | | (9,308) | | | | | | — | | | | | | (101) | | | | | | — | | | | | | — | | | | | | — | | | | | | (101) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 8,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,006 | | |
Common Stock warrants issued and exercised
|
| | | | — | | | | | | — | | | | | | | 692,366 | | | | | | — | | | | | | 1,915 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,915 | | |
Reverse recapitalization, net of transaction costs
|
| | | | — | | | | | | — | | | | | | | 63,139,263 | | | | | | 6 | | | | | | 380,295 | | | | | | — | | | | | | — | | | | | | — | | | | | | 380,301 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34,015) | | | | | | — | | | | | | (34,015) | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (84) | | | | | | (84) | | |
BALANCE – December 31, 2020 (as
restated) |
| | | | — | | | | | $ | — | | | | | | | 224,626,597 | | | | | $ | 23 | | | | | $ | 844,188 | | | | | $ | — | | | | | $ | (328,277) | | | | | $ | (9) | | | | | $ | 515,925 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2020
(as restated) |
| |
2019
|
| ||||||
Cash flows from operating activities:
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (34,015) | | | | | $ | (103,596) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 8,589 | | | | | | 8,087 | | |
Stock-based compensation
|
| | | | 8,006 | | | | | | 5,215 | | |
Change in fair value of warrant liability
|
| | | | (56,417) | | | | | | — | | |
Expense related to Common Stock warrants issued
|
| | | | 1,915 | | | | | | 1,038 | | |
Loss (gain) on disposal of property and equipment
|
| | | | 18 | | | | | | (7) | | |
Gain on investment, related to Make Composites, Inc.
|
| | | | — | | | | | | (1,426) | | |
Impairment of capitalized software
|
| | | | — | | | | | | 444 | | |
Amortization (accretion) of discount on investments
|
| | | | 75 | | | | | | (1,570) | | |
Amortization of debt financing cost
|
| | | | 19 | | | | | | 19 | | |
Provision for bad debt
|
| | | | 377 | | | | | | 199 | | |
Net increase in accrued interest related to marketable securities
|
| | | | (3) | | | | | | (36) | | |
Deferred tax benefit
|
| | | | (940) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (2,370) | | | | | | (1,664) | | |
Inventory
|
| | | | (1,303) | | | | | | (1,694) | | |
Prepaid expenses and other current assets
|
| | | | 901 | | | | | | 809 | | |
Accounts payable
|
| | | | (2,637) | | | | | | (4,455) | | |
Accrued expenses and other current liabilities
|
| | | | (2,391) | | | | | | 3,272 | | |
Customer deposits
|
| | | | (845) | | | | | | 152 | | |
Deferred revenue
|
| | | | 774 | | | | | | (1,693) | | |
Change in right of use assets and lease liabilities, net
|
| | | | (328) | | | | | | (296) | | |
Net cash used in operating activities
|
| | | | (80,575) | | | | | | (97,202) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (1,429) | | | | | | (6,867) | | |
Purchase of other investments
|
| | | | (3,000) | | | | | | — | | |
Capitalized software
|
| | | | — | | | | | | (321) | | |
Purchase of marketable securities
|
| | | | (136,286) | | | | | | (215,584) | | |
Proceeds from sales and maturities of marketable securities
|
| | | | 109,016 | | | | | | 196,836 | | |
Cash paid for asset acquisition, net of cash acquired
|
| | | | (5,284) | | | | | | (96) | | |
Net cash used in investing activities
|
| | | | (36,983) | | | | | | (26,032) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from Preferred Stock issuances, net of issuance cost
|
| | | | — | | | | | | 159,644 | | |
Proceeds from reverse recapitalization, net of issuance costs
|
| | | | 534,597 | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 325 | | | | | | 708 | | |
Proceeds from PPP loan
|
| | | | 5,379 | | | | | | — | | |
Repayment of PPP loan
|
| | | | (5,379) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 534,922 | | | | | | 160,352 | | |
Net increase in cash, cash equivalents, and restricted cash
|
| | | | 417,364 | | | | | | 37,118 | | |
Cash and cash equivalents at beginning of year
|
| | | | 66,161 | | | | | | 29,043 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Cash, cash equivalents, and restricted cash at year-end
|
| | | $ | 484,137 | | | | | $ | 66,773 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 322 | | | | | $ | 485 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Net liabilities assumed from Trine in Business Combination
|
| | | $ | 152,395 | | | | | $ | — | | |
Accrued reverse recapitalization transaction costs
|
| | | $ | 1,901 | | | | | $ | — | | |
Common Stock issued for acquisitions
|
| | | $ | 500 | | | | | $ | 3,563 | | |
Accrued purchase price for asset acquisition
|
| | | $ | 200 | | | | | $ | — | | |
Tax liabilities related to withholdings on Common Stock issued in connection with acquisitions
|
| | | $ | 102 | | | | | $ | — | | |
Additions to right of use assets and lease liabilities
|
| | | $ | — | | | | | $ | 296 | | |
Purchase of property and equipment included in accrued expenses and other current liabilities
|
| | | $ | — | | | | | $ | 109 | | |
Common Stock forfeited in satisfaction of note receivable
|
| | | $ | — | | | | | $ | 249 | | |
| | |
Year Ended
December 31, 2020 |
| |||||||||||||||
| | |
As Reported
|
| |
Restatement Impact
|
| |
As Restated
|
| |||||||||
Consolidated Statements of Operations and Comprehensive Loss:
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 56,417 | | | | | $ | 56,417 | | |
Loss before income taxes
|
| | | $ | (91,372) | | | | | $ | 56,417 | | | | | $ | (34,955) | | |
Net loss
|
| | | $ | (90,432) | | | | | $ | 56,417 | | | | | $ | (34,015) | | |
Total comprehensive loss, net of taxes of $0
|
| | | $ | (90,516) | | | | | $ | 56,417 | | | | | $ | (34,099) | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | |
Net loss per share – basic and diluted
|
| | | $ | (0.57) | | | | | $ | 0.35 | | | | | $ | (0.22) | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
As Reported
|
| |
Restatement Impact
|
| |
As Restated
|
| |||||||||
Consolidated Balance Sheets: | | | | | | | | | | | | | | | | | | | |
Warrant liability
|
| | | $ | — | | | | | $ | 93,328 | | | | | $ | 93,328 | | |
Total liabilities
|
| | | $ | 32,656 | | | | | $ | 93,328 | | | | | $ | 125,984 | | |
Additional paid-in-capital
|
| | | $ | 993,933 | | | | | $ | (149,745) | | | | | $ | 844,188 | | |
Accumulated deficit
|
| | | $ | (384,694) | | | | | $ | 56,417 | | | | | $ | (328,277) | | |
Total Stockholders’ Equity
|
| | | $ | 609,253 | | | | | $ | (93,328) | | | | | $ | 515,925 | | |
| | |
2020
|
| |
2019
|
| ||||||
Warranty reserve, at the beginning of the year
|
| | | $ | 1,491 | | | | | $ | 116 | | |
Additions to warranty reserve
|
| | | | 346 | | | | | | 2,352 | | |
Claims fulfilled
|
| | | | (284) | | | | | | (977) | | |
Warranty reserve, at the end of the year
|
| | | $ | 1,553 | | | | | $ | 1,491 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Work in process
|
| | | $ | 2,896 | | | | | $ | 1,081 | | |
Finished goods
|
| | | | 6,812 | | | | | | 7,324 | | |
Total inventory
|
| | | $ | 9,708 | | | | | $ | 8,405 | | |
Asset Classification
|
| |
Useful Life
|
|
Equipment | | |
3 – 5 years
|
|
Furniture and fixtures
|
| |
3 years
|
|
Computer equipment
|
| |
3 years
|
|
Tooling
|
| |
3 years
|
|
Software
|
| |
3 years
|
|
Leasehold improvements
|
| |
Shorter of asset’s useful life or
remaining life of the lease |
|
| | |
Recapitalization
(as restated) |
| |||
Cash – Trine’s trust and cash (net of redemptions)
|
| | | $ | 305,084,695 | | |
Cash – PIPE financing
|
| | | | 274,975,000 | | |
Less: transaction costs and advisory fees paid
|
| | | | (45,463,074) | | |
Net proceeds from reverse recapitalization
|
| | | | 534,596,621 | | |
Plus: non-cash net liabilities assumed(1)
|
| | | | (152,394,714) | | |
Less: accrued transaction costs and advisory fees
|
| | | | (1,900,793) | | |
Net contributions from reverse recapitalization
|
| | | $ | 380,301,114 | | |
| | |
Number of Shares
|
| |||
Common stock, outstanding prior to Business Combination
|
| | | | 30,015,000 | | |
Less: redemption of Trine shares
|
| | | | (26,049) | | |
Common stock of Trine
|
| | | | 29,988,951 | | |
Trine Founder Shares
|
| | | | 5,552,812 | | |
Trine Director Shares
|
| | | | 100,000 | | |
Shares issued in PIPE financing
|
| | | | 27,497,500 | | |
Business Combination and PIPE financing shares
|
| | | | 63,139,263 | | |
Legacy Desktop Metal shares(1)
|
| | | | 161,487,334 | | |
Total shares of common stock immediately after Business Combination
|
| | | | 224,626,597 | | |
December 31, 2020
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Commercial paper
|
| | | $ | 75,374 | | | | | $ | — | | | | | $ | — | | | | | $ | 75,374 | | |
Money market funds
|
| | | | 407,512 | | | | | | — | | | | | | — | | | | | | 407,512 | | |
Total cash equivalents
|
| | | | 482,886 | | | | | | — | | | | | | — | | | | | | 482,886 | | |
U.S Treasury securities
|
| | | | 19,995 | | | | | | 2 | | | | | | — | | | | | | 19,997 | | |
Commercial paper
|
| | | | 43,911 | | | | | | — | | | | | | — | | | | | | 43,911 | | |
Corporate bonds
|
| | | | 47,970 | | | | | | — | | | | | | (11) | | | | | | 47,959 | | |
Total short-term investments
|
| | | | 111,876 | | | | | | 2 | | | | | | (11) | | | | | | 111,867 | | |
Total cash equivalents and short-term investments
|
| | | $ | 594,762 | | | | | $ | 2 | | | | | $ | (11) | | | | | $ | 594,753 | | |
December 31, 2019
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Repurchase agreements
|
| | | $ | 25,001 | | | | | $ | — | | | | | $ | — | | | | | $ | 25,001 | | |
Money market funds
|
| | | | 40,454 | | | | | | — | | | | | | — | | | | | | 40,454 | | |
Total cash equivalents
|
| | | | 65,455 | | | | | | — | | | | | | — | | | | | | 65,455 | | |
Asset-backed securities
|
| | | | 16,786 | | | | | | 20 | | | | | | — | | | | | | 16,806 | | |
Commercial paper
|
| | | | 19,938 | | | | | | — | | | | | | — | | | | | | 19,938 | | |
Corporate bonds
|
| | | | 47,955 | | | | | | 55 | | | | | | — | | | | | | 48,010 | | |
Total short-term investments
|
| | | | 84,679 | | | | | | 75 | | | | | | — | | | | | | 84,754 | | |
Total cash equivalents and short-term investments
|
| | | $ | 150,134 | | | | | $ | 75 | | | | | $ | — | | | | | $ | 150,209 | | |
| | |
December 31, 2020
(as restated) |
| |||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 407,512 | | | | | $ | — | | | | | $ | — | | | | | $ | 407,512 | | |
Commercial paper
|
| | | | — | | | | | | 119,285 | | | | | | — | | | | | | 119,285 | | |
Corporate bonds
|
| | | | — | | | | | | 47,959 | | | | | | — | | | | | | 47,959 | | |
U.S. Treasury securities
|
| | | | 19,997 | | | | | | — | | | | | | — | | | | | | 19,997 | | |
Other investments
|
| | | | — | | | | | | — | | | | | | 3,000 | | | | | | 3,000 | | |
Total assets
|
| | | $ | 427,509 | | | | | $ | 167,244 | | | | | $ | 3,000 | | | | | $ | 597,753 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Private placement warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 93,328 | | | | | $ | 93,328 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 93,328 | | | | | $ | 93,328 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 40,454 | | | | | $ | — | | | | | $ | — | | | | | $ | 40,454 | | |
Commercial paper
|
| | | | — | | | | | | 19,938 | | | | | | — | | | | | | 19,938 | | |
Corporate bonds
|
| | | | — | | | | | | 48,010 | | | | | | — | | | | | | 48,010 | | |
Asset-backed securities
|
| | | | — | | | | | | 16,806 | | | | | | — | | | | | | 16,806 | | |
Repurchase agreements
|
| | | | — | | | | | | 25,001 | | | | | | — | | | | | | 25,001 | | |
Total assets
|
| | | $ | 40,454 | | | | | $ | 109,755 | | | | | $ | — | | | | | $ | 150,209 | | |
| | |
2020
|
| |
2019
|
| ||||||
Balance at beginning of year
|
| | | $ | — | | | | | $ | — | | |
Additions
|
| | | | 3,000 | | | | | | — | | |
Balance at end of year
|
| | | $ | 3,000 | | | | | $ | — | | |
| | |
2020
(as restated) |
| |
2019
|
| ||||||
Balance at beginning of year
|
| | | $ | — | | | | | $ | — | | |
Warrant liability assumed
|
| | | | 149,745 | | | | | | | | |
Change in fair value of warrant liability
|
| | | | (56,417) | | | | | | | | |
Balance at end of year
|
| | | $ | 93,328 | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Trade receivables
|
| | | $ | 7,016 | | | | | $ | 4,722 | | |
Allowance for doubtful accounts
|
| | | | (500) | | | | | | (199) | | |
Total accounts receivable
|
| | | $ | 6,516 | | | | | $ | 4,523 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Balance at beginning of year
|
| | | $ | 199 | | | | | $ | — | | |
Provision for uncollectible accounts
|
| | | | 377 | | | | | | 199 | | |
Uncollectible accounts written off
|
| | | | (76) | | | | | | — | | |
Balance at end of year
|
| | | $ | 500 | | | | | $ | 199 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Deferred cost of goods sold
|
| | | $ | 454 | | | | | $ | 262 | | |
Prepaid operating expenses
|
| | | | 68 | | | | | | 585 | | |
Prepaid dues and subscriptions
|
| | | | 189 | | | | | | 503 | | |
Prepaid insurance
|
| | | | 121 | | | | | | 45 | | |
Prepaid rent
|
| | | | 118 | | | | | | 11 | | |
Other
|
| | | | 26 | | | | | | 482 | | |
Total prepaid expenses and other current assets
|
| | | $ | 976 | | | | | $ | 1,888 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Equipment
|
| | | $ | 13,708 | | | | | $ | 13,358 | | |
Furniture and fixtures
|
| | | | 895 | | | | | | 895 | | |
Computer equipment
|
| | | | 1,089 | | | | | | 1,089 | | |
Tooling
|
| | | | 1,805 | | | | | | 1,823 | | |
Software
|
| | | | 1,249 | | | | | | 954 | | |
Leasehold improvements
|
| | | | 13,870 | | | | | | 13,880 | | |
Construction in process
|
| | | | 879 | | | | | | 170 | | |
Property and equipment, gross
|
| | | | 33,495 | | | | | | 32,169 | | |
Less: accumulated depreciation
|
| | | | (21,335) | | | | | | (13,782) | | |
Total property and equipment, net
|
| | | $ | 12,160 | | | | | $ | 18,387 | | |
| | | | | | | | | | | | | | |
Accumulated
|
| |
Balance
|
| ||||||
| | |
Gross Value
|
| |
Estimated Life
|
| |
Amortization
|
| |
December 31, 2020
|
| ||||||||||||
Acquired technology
|
| | | $ | 10,193 | | | | | | 5 years | | | | | $ | 1,091 | | | | | $ | 9,102 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Capitalized software development costs
|
| | | $ | 1,127 | | | | | $ | 1,127 | | |
Accumulated amortization
|
| | | | (815) | | | | | | (237) | | |
Impairment
|
| | | | — | | | | | | (444) | | |
Total capitalized software, net
|
| | | $ | 312 | | | | | $ | 446 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Other investments
|
| | | $ | 3,000 | | | | | $ | — | | |
Right of use asset
|
| | | | 1,810 | | | | | | 2,289 | | |
Long-term deposits
|
| | | | 69 | | | | | | — | | |
Total other noncurrent assets
|
| | | $ | 4,879 | | | | | $ | 2,289 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Professional services
|
| | | $ | 2,508 | | | | | $ | 780 | | |
Compensation and benefits related
|
| | | | 2,068 | | | | | | 897 | | |
Warranty reserve
|
| | | | 1,553 | | | | | | 1,491 | | |
Sales and use and franchise taxes
|
| | | | 586 | | | | | | 578 | | |
Franchise and royalty fees
|
| | | | 159 | | | | | | — | | |
Inventory purchases
|
| | | | 86 | | | | | | 620 | | |
Other
|
| | | | 605 | | | | | | 687 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 7,565 | | | | | $ | 5,053 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Lease cost | | | | | | | | | | | | | |
Operating lease cost
|
| | | $ | 746 | | | | | $ | 655 | | |
Short-term lease cost
|
| | | | — | | | | | | 32 | | |
Variable lease cost
|
| | | | 40 | | | | | | 40 | | |
Total lease cost
|
| | | $ | 786 | | | | | $ | 727 | | |
Other Information | | | | | | | | | | | | | |
Operating cash flows from operating leases
|
| | | $ | 1,073 | | | | | $ | 951 | | |
Weighted-average remaining lease term – operating leases (years)
|
| | | | 3.2 | | | | | | 4.2 | | |
Weighted-average discount rate – operating leases
|
| | | | 7.6% | | | | | | 7.6% | | |
|
2021
|
| | | $ | 1,071 | | |
|
2022
|
| | | | 1,069 | | |
|
2023
|
| | | | 1,028 | | |
|
2024
|
| | | | 258 | | |
|
2025
|
| | | | — | | |
|
Total lease payments
|
| | | | 3,426 | | |
|
Less amount representing interest
|
| | | | (401) | | |
|
Total lease liability
|
| | | | 3,025 | | |
|
Less current portion of lease liability
|
| | | | (868) | | |
|
Lease liability, net of current portion
|
| | | $ | 2,157 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
(as restated) |
| |
2019
|
| ||||||||
United States
|
| | | $ | (34,285) | | | | | $ | (103,596) | | |
Foreign
|
| | | | (670) | | | | | | — | | |
Loss before income taxes
|
| | | $ | (34,955) | | | | | $ | (103,596) | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | (940) | | | | | | — | | |
Provision (benefit) for income taxes
|
| | | $ | (940) | | | | | $ | — | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
(as restated) |
| |
2019
|
| ||||||||
Effective income tax rate: | | | | | | | | | | | | | |
Expected income tax benefit at the federal statutory rate
|
| | | | 21% | | | | | | 21% | | |
State taxes
|
| | | | 6% | | | | | | 6% | | |
Change in valuation allowance
|
| | | | (68)% | | | | | | (30)% | | |
Research and development credit carryover
|
| | | | 2% | | | | | | 2% | | |
Permanent differences
|
| | | | 42% | | | | | | 1% | | |
Effective income tax rate
|
| | | | 3% | | | | | | —% | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Deferred tax assets: | | | | | | | | | | | | | |
Federal and state net operating carryforwards
|
| | | $ | 77,463 | | | | | $ | 56,333 | | |
Research and development and other credits
|
| | | | 13,555 | | | | | | 11,072 | | |
Capitalized start-up costs
|
| | | | 15,717 | | | | | | 17,032 | | |
Compensation-related items
|
| | | | 2,257 | | | | | | 1,286 | | |
Deferred lease liability
|
| | | | 872 | | | | | | 1,111 | | |
Depreciation
|
| | | | 1,503 | | | | | | — | | |
Other deferred tax assets
|
| | | | 2,272 | | | | | | 2,068 | | |
Total gross deferred tax asset
|
| | | | 113,639 | | | | | | 88,902 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Valuation allowance
|
| | | | (111,494) | | | | | | (87,370) | | |
Net deferred tax asset
|
| | | | 2,145 | | | | | | 1,532 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Right-of-use asset
|
| | | | (522) | | | | | | (664) | | |
Acquired technology
|
| | | | (1,623) | | | | | | (868) | | |
Total deferred tax liabilities
|
| | | | (2,145) | | | | | | (1,532) | | |
Net deferred tax asset
|
| | | $ | — | | | | | $ | — | | |
|
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Valuation allowance at beginning of the year
|
| | | $ | 87,370 | | | | | $ | 56,405 | | |
Increases recorded to income tax provision
|
| | | | 25,058 | | | | | | 30,965 | | |
Decreases recorded as a benefit to income tax provision
|
| | | | (934) | | | | | | — | | |
Valuation allowance at end of year
|
| | | $ | 111,494 | | | | | $ | 87,370 | | |
| | |
Shares subject
to Vesting |
| |
Weighted Average
Purchase Price |
| ||||||
Balance of unvested shares as of January 1, 2020
|
| | | | 5,587 | | | | | $ | 0.0001 | | |
Issuance of additional shares
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (5,307) | | | | | $ | 0.001 | | |
Balance of unvested shares as of December 31, 2020
|
| | | | 280 | | | | | $ | 0.001 | | |
| | |
Years Ended December 31,
|
| ||||||
|
2020
|
| |
2019
|
| |||||
Risk-free interest rate
|
| | | | 2.0% | | | |
2.0%
|
|
Expected volatility
|
| | | | 52.5% | | | |
52.5%
|
|
Expected life (in years)
|
| | | | 8.0 | | | |
8.0 – 8.8
|
|
Expected dividend yield
|
| | | | — | | | |
—
|
|
Fair value of Common Stock
|
| | | $ | 3.34 | | | |
$3.34
|
|
| | |
Year Ended December 31,
2020 |
| |||
Risk-free interest rate
|
| | | | 0.5% | | |
Expected volatility
|
| | | | 52.5% | | |
Expected life (in years)
|
| | | | 0.3 | | |
Expected dividend yield
|
| | | | — | | |
Fair value of Common Stock
|
| | | $ | 7.98 | | |
| | |
As of December 31,
2020 |
| |
As of December 9,
2020 |
| ||||||
Risk-free interest rate
|
| | | | 0.4% | | | | | | 0.4% | | |
Expected volatility
|
| | | | 50.0% | | | | | | 40.0% | | |
Expected life (in years)
|
| | | | 4.9 | | | | | | 5 | | |
Expected dividend yield
|
| | | | — | | | | | | — | | |
Fair value of Common Stock
|
| | | $ | 17.20 | | | | | $ | 24.77 | | |
| | |
Prior to Business Combination
|
| |||||||||
Legacy Convertible Preferred Stock Classes
|
| |
Shares Authorized,
Issued and Outstanding |
| |
Preferred Stock
|
| ||||||
Series A Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 26,189,545 | | | | | $ | 13,878 | | |
Series B Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 23,675,035 | | | | | | 37,806 | | |
Series C Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 13,152,896 | | | | | | 44,852 | | |
Series D Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 21,075,193 | | | | | | 180,353 | | |
Series E Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 13,450,703 | | | | | | 134,667 | | |
Series E-1 Legacy Convertible Preferred Stock, $0.0001 par value
|
| | | | 2,494,737 | | | | | | 24,977 | | |
Total
|
| | | | 100,038,109 | | | | | $ | 436,533 | | |
| | |
Years Ended December 31,
|
| |||
| | |
2020
|
| |
2019
|
|
Risk-free interest rate
|
| |
0.3% – 1.7%%
|
| |
1.7% – 2.6%
|
|
Expected volatility
|
| |
52.7% – 54.2%
|
| |
52.7% – 53.6%
|
|
Expected life (in years)
|
| |
5.9 – 6.3
|
| |
5.6 – 6.1
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$1.40 – 7.98
|
| |
$3.34
|
|
| | |
Years Ended December 31,
|
| |||
|
2020
|
| |
2019
|
| ||
Risk-free interest rate
|
| |
0.6% – 0.8%
|
| |
1.4% – 3.1%
|
|
Expected volatility
|
| |
54.3% – 54.8%
|
| |
52.4% – 61.5%
|
|
Expected life (in years)
|
| |
9.4 – 10.0
|
| |
6.2 – 10.0
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
|
Fair value of Common Stock
|
| |
$1.40 – 7.98
|
| |
$3.34
|
|
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Research and development
|
| | | $ | 3,276 | | | | | $ | 2,713 | | |
General and administrative expense
|
| | | | 3,464 | | | | | | 941 | | |
Sales and marketing expense
|
| | | | 894 | | | | | | 1,373 | | |
Cost of sales
|
| | | | 372 | | | | | | 188 | | |
Total stock-based compensation expenses
|
| | | $ | 8,006 | | | | | $ | 5,215 | | |
| | |
Number of
Shares |
| |
Weighted-Average
Exercise Price per Share |
| |
Weighted-Average
Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Outstanding at January 1, 2020
|
| | | | 18,072 | | | | | $ | 2.01 | | | | | | 7.84 | | | | | $ | 24,045 | | |
Granted
|
| | | | 8,463 | | | | | $ | 1.51 | | | | | | | | | | | | | | |
Exercised
|
| | | | (522) | | | | | $ | 0.62 | | | | | | | | | | | | | | |
Forfeited/expired
|
| | | | (6,460) | | | | | $ | 2.92 | | | | | | | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 19,553 | | | | | $ | 1.53 | | | | | | 7.75 | | | | | $ | 306,408 | | |
Options vested at December 31, 2020
|
| | | | 10,905 | | | | | $ | 1.53 | | | | | | 6.52 | | | | | $ | 170,868 | | |
Options vested or expected to vest at December 31, 2020
|
| | | | 18,818 | | | | | $ | 1.53 | | | | | | 7.69 | | | | | $ | 294,824 | | |
| | |
Shares subject
to Vesting |
| |
Weighted Average
Grant Date Fair Value |
| ||||||
Balance of unvested shares as of January 1, 2020
|
| | | | — | | | | | | — | | |
Granted
|
| | | | 683 | | | | | $ | 8.02 | | |
Vested
|
| | | | — | | | | | | — | | |
Balance of unvested shares as of December 31, 2020
|
| | | | 683 | | | | | $ | 8.02 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Product
|
| | | $ | 5,250 | | | | | $ | 6,629 | | | | | $ | 1,839 | | | | | $ | 13,718 | | |
Services
|
| | | | 1,415 | | | | | | 1,159 | | | | | | 178 | | | | | | 2,752 | | |
Total
|
| | | $ | 6,665 | | | | | $ | 7,788 | | | | | $ | 2,017 | | | | | $ | 16,470 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Product
|
| | | $ | 12,746 | | | | | $ | 8,430 | | | | | $ | 1,582 | | | | | $ | 22,758 | | |
Services
|
| | | | 3,055 | | | | | | 563 | | | | | | 63 | | | | | | 3,681 | | |
Total
|
| | | $ | 15,801 | | | | | $ | 8,993 | | | | | $ | 1,645 | | | | | $ | 26,439 | | |
| | |
Years Ended
December 31, |
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenue recognized at a point in time
|
| | | $ | 13,718 | | | | | $ | 22,758 | | |
Revenue recognized over time
|
| | | | 2,752 | | | | | | 3,681 | | |
Total
|
| | | $ | 16,470 | | | | | $ | 26,439 | | |
| | |
Years Ended December 31,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2020
(as restated) |
| |
2019
|
| ||||||
Numerator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Net loss attributable to Common Stockholders
|
| | | $ | (34,015) | | | | | $ | (103,596) | | |
Denominator for basic and diluted net loss per share:
|
| | | | | | | | | | | | |
Weighted average shares
|
| | | | 157,906 | | | | | | 150,002 | | |
Net loss per share – Basic and Diluted
|
| | | $ | (0.22) | | | | | $ | (0.69) | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Common Stock options outstanding
|
| | | | 19,553 | | | | | | 18,072 | | |
Unvested restricted stock units outstanding
|
| | | | 683 | | | | | | — | | |
Unvested restricted stock awards outstanding
|
| | | | 279 | | | | | | 5,587 | | |
Common Stock warrants outstanding
|
| | | | 25,010 | | | | | | 634 | | |
Unvested Trine Founder Shares, held in escrow
|
| | | | 1,851 | | | | | | — | | |
Total shares
|
| | | | 47,376 | | | | | | 24,293 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 416,379 | | | | | $ | 483,525 | | |
Short-term investments
|
| | | | 155,847 | | | | | | 111,867 | | |
Restricted cash
|
| | | | 1,021 | | | | | | — | | |
Accounts receivable
|
| | | | 9,234 | | | | | | 6,516 | | |
Inventory
|
| | | | 20,837 | | | | | | 9,708 | | |
Prepaid expenses and other current assets
|
| | | | 18,657 | | | | | | 976 | | |
Total current assets
|
| | | | 621,975 | | | | | | 612,592 | | |
Restricted cash
|
| | | | 776 | | | | | | 612 | | |
Property and equipment, net
|
| | | | 12,331 | | | | | | 12,160 | | |
Capitalized software, net
|
| | | | 268 | | | | | | 312 | | |
Goodwill
|
| | | | 201,308 | | | | | | 2,252 | | |
Intangible assets, net
|
| | | | 144,103 | | | | | | 9,102 | | |
Other noncurrent assets
|
| | | | 6,826 | | | | | | 4,879 | | |
Total Assets
|
| | | $ | 987,587 | | | | | $ | 641,909 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 5,227 | | | | | $ | 7,591 | | |
Customer deposits
|
| | | | 2,792 | | | | | | 1,480 | | |
Current portion of lease liability
|
| | | | 1,639 | | | | | | 868 | | |
Accrued expenses and other current liabilities
|
| | | | 15,324 | | | | | | 7,565 | | |
Deferred revenue
|
| | | | 3,405 | | | | | | 3,004 | | |
Current portion of long-term debt, net of deferred financing costs
|
| | | | 11,019 | | | | | | 9,991 | | |
Total current liabilities
|
| | | | 39,406 | | | | | | 30,499 | | |
Warrant liability
|
| | | | — | | | | | | 93,328 | | |
Long-term debt, net of deferred financing costs
|
| | | | 163 | | | | | | — | | |
Lease liability, net of current portion
|
| | | | 3,248 | | | | | | 2,157 | | |
Deferred tax liability
|
| | | | 5,206 | | | | | | — | | |
Total liabilities
|
| | | | 48,023 | | | | | | 125,984 | | |
Commitments and Contingences (Note 15) | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred Stock, $0.0001 par value – authorized, 50,000,000 shares; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
|
| | | | — | | | | | | — | | |
Common Stock, $0.0001 par value – 500,000,000 shares authorized; 252,660,102 and
226,756,733 shares issued at March 31, 2021 and December 31, 2020, respectively, 252,436,919 and 224,626,597 shares outstanding at March 31, 2021 and December 31, 2020, respectively |
| | | | 25 | | | | | | 23 | | |
Additional paid-in capital
|
| | | | 1,326,945 | | | | | | 844,188 | | |
Accumulated deficit
|
| | | | (387,385) | | | | | | (328,277) | | |
Accumulated other comprehensive income (loss)
|
| | | | (21) | | | | | | (9) | | |
Total Stockholders’ Equity
|
| | | | 939,564 | | | | | | 515,925 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 987,587 | | | | | $ | 641,909 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Revenues | | | | | | | | | | | | | |
Products
|
| | | $ | 10,311 | | | | | $ | 2,694 | | |
Services
|
| | | | 1,002 | | | | | | 691 | | |
Total revenues
|
| | | | 11,313 | | | | | | 3,385 | | |
Cost of sales | | | | | | | | | | | | | |
Products
|
| | | | 10,487 | | | | | | 5,041 | | |
Services
|
| | | | 1,413 | | | | | | 1,163 | | |
Total cost of sales
|
| | | | 11,900 | | | | | | 6,204 | | |
Gross margin
|
| | | | (587) | | | | | | (2,819) | | |
Operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 10,858 | | | | | | 12,340 | | |
Sales and marketing
|
| | | | 5,449 | | | | | | 4,494 | | |
General and administrative
|
| | | | 13,846 | | | | | | 2,625 | | |
Total operating expenses
|
| | | | 30,153 | | | | | | 19,459 | | |
Loss from operations
|
| | | | (30,740) | | | | | | (22,278) | | |
Change in fair value of warrant liability
|
| | | | (56,576) | | | | | | — | | |
Interest expense
|
| | | | (73) | | | | | | (104) | | |
Interest and other income, net
|
| | | | 361 | | | | | | 578 | | |
Loss before income taxes
|
| | | | (87,028) | | | | | | (21,804) | | |
Income tax benefit
|
| | | | 27,920 | | | | | | — | | |
Net loss
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.25) | | | | | $ | (0.14) | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Other comprehensive (loss) income, net of taxes: | | | | | | | | | | | | | |
Unrealized gain (loss) on available-for-sale marketable securities, net
|
| | | | 1 | | | | | | (159) | | |
Foreign currency translation adjustment
|
| | | | (13) | | | | | | — | | |
Total comprehensive loss, net of taxes of $0
|
| | | $ | (59,120) | | | | | $ | (21,963) | | |
| | |
Common Stock
Voting |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
BALANCE – January 1, 2021
|
| | | | 224,626,597 | | | | | $ | 23 | | | | | $ | 844,188 | | | | | $ | (328,277) | | | | | $ | (9) | | | | | $ | 515,925 | | |
Exercise of Common Stock options
|
| | | | 163,228 | | | | | | — | | | | | | 180 | | | | | | — | | | | | | — | | | | | | 180 | | |
Vesting of restricted Common Stock
|
| | | | 56,015 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vesting of restricted stock units
|
| | | | 15,265 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Repurchase of shares for employee tax withholdings
|
| | | | (2,241) | | | | | | — | | | | | | (54) | | | | | | — | | | | | | — | | | | | | (54) | | |
Issuance of Common Stock for acquisitions
|
| | | | 5,036,142 | | | | | | — | | | | | | 159,847 | | | | | | — | | | | | | — | | | | | | 159,847 | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | 2,217 | | | | | | — | | | | | | — | | | | | | 2,217 | | |
Vesting of Trine Founder shares
|
| | | | 1,850,938 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of warrants
|
| | | | 20,690,975 | | | | | | 2 | | | | | | 320,567 | | | | | | — | | | | | | — | | | | | | 320,569 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (59,108) | | | | | | — | | | | | | (59,108) | | |
Other comprehensive income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12) | | | | | | (12) | | |
BALANCE – March 31, 2021
|
| | | | 252,436,919 | | | | | $ | 25 | | | | | $ | 1,326,945 | | | | | $ | (387,385) | | | | | $ | (21) | | | | | $ | 939,564 | | |
| | |
Legacy Convertible
Preferred Stock |
| | |
Common Stock
Voting |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
BALANCE – January 1, 2020
|
| | | | 100,038,109 | | | | | $ | 436,533 | | | | | | | 26,813,113 | | | | | $ | 3 | | | | | $ | 16,722 | | | | | $ | (294,262) | | | | | $ | 75 | | | | | $ | (277,462) | | |
Retroactive application of recapitalization (Note 1)
|
| | | | (100,038,109) | | | | | | (436,533) | | | | | | | 128,100,821 | | | | | | 13 | | | | | | 436,520 | | | | | | — | | | | | | — | | | | | | 436,533 | | |
Adjusted balance, beginning of period
|
| | | | — | | | | | | — | | | | | | | 154,913,934 | | | | | | 16 | | | | | | 453,242 | | | | | | (294,262) | | | | | | 75 | | | | | | 159,071 | | |
Exercise of Common Stock options
|
| | | | — | | | | | | — | | | | | | | 286,636 | | | | | | — | | | | | | 132 | | | | | | — | | | | | | — | | | | | | 132 | | |
Vesting of restricted Common Stock
|
| | | | — | | | | | | — | | | | | | | 1,750,555 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | 2 | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,259 | | | | | | — | | | | | | — | | | | | | 1,259 | | |
Common Stock warrants issued
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 124 | | | | | | — | | | | | | — | | | | | | 124 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,804) | | | | | | — | | | | | | (21,804) | | |
Other comprehensive income
(loss) |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (159) | | | | | | (159) | | |
BALANCE – March 31, 2020
|
| | | | — | | | | | $ | — | | | | | | | 156,951,125 | | | | | $ | 16 | | | | | $ | 454,759 | | | | | $ | (316,066) | | | | | $ | (84) | | | | | $ | 138,625 | | |
| | |
Three Months Ended March 31,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 3,892 | | | | | | 2,321 | | |
Stock-based compensation
|
| | | | 2,217 | | | | | | 1,259 | | |
Change in fair value of warrant liability
|
| | | | 56,576 | | | | | | — | | |
Expense related to Common Stock warrants issued
|
| | | | — | | | | | | 124 | | |
Amortization (accretion) of discount on investments
|
| | | | 406 | | | | | | (22) | | |
Amortization of debt financing cost
|
| | | | 4 | | | | | | 4 | | |
Provision for bad debt
|
| | | | 72 | | | | | | — | | |
Net increase in accrued interest related to marketable securities
|
| | | | (240) | | | | | | (124) | | |
Net unrealized (gain) loss on marketable securities
|
| | | | (25) | | | | | | — | | |
Deferred tax benefit
|
| | | | (27,921) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (61) | | | | | | 752 | | |
Inventory
|
| | | | (2,381) | | | | | | (3,238) | | |
Prepaid expenses and other current assets
|
| | | | (4,276) | | | | | | 393 | | |
Other assets
|
| | | | (30) | | | | | | — | | |
Accounts payable
|
| | | | (3,856) | | | | | | (989) | | |
Accrued expenses and other current liabilities
|
| | | | (5,247) | | | | | | (976) | | |
Customer deposits
|
| | | | (1,234) | | | | | | 285 | | |
Deferred revenue
|
| | | | 105 | | | | | | (339) | | |
Change in right of use assets and lease liabilities, net
|
| | | | (22) | | | | | | (80) | | |
Net cash used in operating activities
|
| | | | (41,129) | | | | | | (22,434) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (262) | | | | | | (1,004) | | |
Purchase of marketable securities
|
| | | | (92,386) | | | | | | (17,616) | | |
Proceeds from sales and maturities of marketable securities
|
| | | | 48,241 | | | | | | 49,300 | | |
Cash paid for acquisition, net of cash acquired
|
| | | | (137,646) | | | | | | — | | |
Net cash (used in) provided by investing activities
|
| | | | (182,053) | | | | | | 30,680 | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Payment of issuance costs related to reverse recapitalization
|
| | | | (1,239) | | | | | | — | | |
Proceeds from the exercise of stock warrants
|
| | | | 158,308 | | | | | | — | | |
Payment of taxes related to net share settlement of upon vesting of restricted stock units
|
| | | | (54) | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 180 | | | | | | 132 | | |
Net cash provided by financing activities
|
| | | | 157,195 | | | | | | 132 | | |
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
| | | | (65,987) | | | | | | 8,378 | | |
Effect of exchange rate changes
|
| | | | 26 | | | | | | — | | |
Cash and cash equivalents at beginning of period
|
| | | | 483,525 | | | | | | 66,161 | | |
Restricted cash
|
| | | | 612 | | | | | | 612 | | |
Cash, cash equivalents, and restricted cash at end of period
|
| | | $ | 418,176 | | | | | $ | 75,151 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 73 | | | | | $ | 107 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Net unrealized (gain) loss on investments
|
| | | $ | (1) | | | | | $ | 159 | | |
Exercise of private placement warrants
|
| | | $ | 149,904 | | | | | $ | — | | |
Common Stock issued for acquisitions
|
| | | $ | 159,847 | | | | | $ | — | | |
Additions to right of use assets and lease liabilities
|
| | | $ | 364 | | | | | $ | — | | |
Purchase of property and equipment included in accounts payable
|
| | | $ | 50 | | | | | $ | — | | |
Receivable for warrants exercised
|
| | | $ | 12,357 | | | | | $ | — | | |
Asset Classification
|
| |
Useful Life
|
|
Equipment | | |
2 – 12 years
|
|
Furniture and fixtures
|
| |
3 – 5 years
|
|
Computer equipment
|
| |
3 years
|
|
Tooling | | |
3 years
|
|
Software | | |
2 – 3 years
|
|
Leasehold improvements
|
| |
Shorter of asset’s useful life or remaining life of the lease
|
|
| | |
At February 16, 2021
|
| |||
Assets acquired: | | | | | | | |
Cash and cash equivalents
|
| | | $ | 859 | | |
Restricted cash
|
| | | | 5,004 | | |
Accounts receivable
|
| | | | 2,740 | | |
Inventory
|
| | | | 8,852 | | |
Prepaid expenses and other current assets
|
| | | | 1,081 | | |
Restricted cash – noncurrent
|
| | | | 285 | | |
Property and equipment
|
| | | | 1,440 | | |
Intangible assets
|
| | | | 137,300 | | |
Other noncurrent assets
|
| | | | 1,801 | | |
Total assets acquired
|
| | | $ | 159,362 | | |
Liabilities assumed: | | | | | | | |
Accounts payable
|
| | | $ | 1,443 | | |
Customer deposits
|
| | | | 2,590 | | |
Current portion of lease liability
|
| | | | 600 | | |
Accrued expenses and other current liabilities
|
| | | | 13,645 | | |
Liability for income taxes
|
| | | | 480 | | |
Deferred revenue
|
| | | | 300 | | |
Current portion of long-term debt
|
| | | | 898 | | |
Long-term debt
|
| | | | 285 | | |
Deferred tax liability
|
| | | | 33,348 | | |
Lease liability, net of current portion
|
| | | | 1,189 | | |
Total liabilities assumed
|
| | | $ | 54,778 | | |
Net assets acquired
|
| | | $ | 104,584 | | |
Goodwill
|
| | | $ | 199,056 | | |
| | |
Gross Value
|
| |
Estimated Life
|
| |||
Acquired technology
|
| | | $ | 77,800 | | | |
7 – 12 years
|
|
Trade name
|
| | | | 8,600 | | | |
13 years
|
|
Customer relationships
|
| | | | 50,900 | | | |
10 years
|
|
Total intangible assets
|
| | | $ | 137,300 | | | | | |
| | |
Three Months Ended March 31,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Net revenues
|
| | | $ | 14,825 | | | | | $ | 10,697 | | |
Net income
|
| | | $ | (28,676) | | | | | $ | (30,943) | | |
| | |
Recapitalization
|
| |||
Cash – Trine’s trust and cash (net of redemptions)
|
| | | $ | 305,084,695 | | |
Cash – PIPE financing
|
| | | | 274,975,000 | | |
Less: transaction costs and advisory fees paid
|
| | | | (45,463,074) | | |
Net proceeds from reverse recapitalization
|
| | | | 534,596,621 | | |
Plus: non-cash net liabilities assumed(1)
|
| | | | (152,394,714) | | |
Less: accrued transaction costs and advisory fees
|
| | | | (1,900,793) | | |
Net contributions from reverse recapitalization
|
| | | $ | 380,301,114 | | |
| | |
Number of Shares
|
| |||
Common stock, outstanding prior to Business Combination
|
| | | | 30,015,000 | | |
Less: redemption of Trine shares
|
| | | | (26,049) | | |
Common stock of Trine
|
| | | | 29,988,951 | | |
Trine Founder Shares
|
| | | | 5,552,812 | | |
Trine Director Shares
|
| | | | 100,000 | | |
Shares issued in PIPE financing
|
| | | | 27,497,500 | | |
Business Combination and PIPE financing shares
|
| | | | 63,139,263 | | |
Legacy Desktop Metal shares(1)
|
| | | | 161,487,334 | | |
Total shares of common stock immediately after Business Combination
|
| | | | 224,626,597 | | |
March 31, 2021
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Money market funds
|
| | | $ | 413,089 | | | | | $ | — | | | | | $ | — | | | | | $ | 413,089 | | |
Total cash equivalents
|
| | | | 413,089 | | | | | | — | | | | | | — | | | | | | 413,089 | | |
U.S Treasury securities
|
| | | | 5,000 | | | | | | — | | | | | | — | | | | | | 5,000 | | |
Commercial paper
|
| | | | 89,835 | | | | | | — | | | | | | — | | | | | | 89,835 | | |
Corporate bonds
|
| | | | 61,020 | | | | | | 13 | | | | | | (21) | | | | | | 61,012 | | |
Total short-term investments
|
| | | | 155,855 | | | | | | 13 | | | | | | (21) | | | | | | 155,847 | | |
Total cash equivalents and short-term investments
|
| | | $ | 568,944 | | | | | $ | 13 | | | | | $ | (21) | | | | | $ | 568,936 | | |
December 31, 2020
|
| |
Amortized Cost
|
| |
Unrealized Gains
|
| |
Unrealized Losses
|
| |
Fair Value
|
| ||||||||||||
Commercial paper
|
| | | $ | 75,374 | | | | | $ | — | | | | | $ | — | | | | | $ | 75,374 | | |
Money market funds
|
| | | | 407,512 | | | | | | — | | | | | | — | | | | | | 407,512 | | |
Total cash equivalents
|
| | | | 482,886 | | | | | | — | | | | | | — | | | | | | 482,886 | | |
U.S. Treasury securities
|
| | | | 19,995 | | | | | | 2 | | | | | | — | | | | | | 19,997 | | |
Commercial paper
|
| | | | 43,911 | | | | | | — | | | | | | — | | | | | | 43,911 | | |
Corporate bonds
|
| | | | 47,970 | | | | | | — | | | | | | (11) | | | | | | 47,959 | | |
Total short-term investments
|
| | | | 111,876 | | | | | | 2 | | | | | | (11) | | | | | | 111,867 | | |
Total cash equivalents and short-term investments
|
| | | $ | 594,762 | | | | | $ | 2 | | | | | $ | (11) | | | | | $ | 594,753 | | |
| | |
March 31, 2021
|
| |||||||||||||||||||||
| | |
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 413,089 | | | | | $ | — | | | | | $ | — | | | | | $ | 413,089 | | |
Commercial paper
|
| | | | — | | | | | | 89,835 | | | | | | — | | | | | | 89,835 | | |
Corporate bonds
|
| | | | — | | | | | | 61,012 | | | | | | — | | | | | | 61,012 | | |
U.S. Treasury securities
|
| | | | 5,000 | | | | | | — | | | | | | — | | | | | | 5,000 | | |
Other investments
|
| | | | — | | | | | | — | | | | | | 3,025 | | | | | | 3,025 | | |
Total assets
|
| | | $ | 418,089 | | | | | $ | 150,847 | | | | | $ | 3,025 | | | | | $ | 571,961 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||
| | |
Quoted Prices in
Active Markets for Identical Items (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 407,512 | | | | | $ | — | | | | | $ | — | | | | | $ | 407,512 | | |
Commercial paper
|
| | | | — | | | | | | 119,285 | | | | | | — | | | | | | 119,285 | | |
Corporate bonds
|
| | | | — | | | | | | 47,959 | | | | | | — | | | | | | 47,959 | | |
U.S. Treasury securities
|
| | | | 19,997 | | | | | | — | | | | | | — | | | | | | 19,997 | | |
Other investments
|
| | | | — | | | | | | — | | | | | | 3,000 | | | | | | 3,000 | | |
Total assets
|
| | | $ | 427,509 | | | | | $ | 167,244 | | | | | $ | 3,000 | | | | | $ | 597,753 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Private placement warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 93,328 | | | | | $ | 93,328 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 93,328 | | | | | $ | 93,328 | | |
| | |
Three Months Ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of period
|
| | | $ | 3,000 | | | | | $ | — | | |
Changes in fair value
|
| | | | 25 | | | | | | — | | |
Balance at end of period
|
| | | $ | 3,025 | | | | | $ | — | | |
| | |
Three Months Ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of period
|
| | | $ | 93,328 | | | | | $ | — | | |
Changes in fair value
|
| | | | 56,576 | | | | | | — | | |
Exercise of private placement warrants
|
| | | | (149,904) | | | | | | — | | |
Balance at end of period
|
| | | $ | — | | | | | $ | — | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Trade receivables
|
| | | $ | 9,598 | | | | | $ | 7,016 | | |
Allowance for doubtful accounts
|
| | | | (364) | | | | | | (500) | | |
Total accounts receivable
|
| | | $ | 9,234 | | | | | $ | 6,516 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Balance at beginning of period
|
| | | $ | 500 | | | | | $ | 199 | | |
Provision for uncollectible accounts
|
| | | | 72 | | | | | | 377 | | |
Uncollectible accounts written off
|
| | | | (208) | | | | | | (76) | | |
Balance at end of period
|
| | | $ | 364 | | | | | $ | 500 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Raw materials
|
| | | $ | 4,927 | | | | | $ | — | | |
Finished goods
|
| | | | 12,854 | | | | | | 6,812 | | |
Work in process
|
| | | | 3,056 | | | | | | 2,896 | | |
Total inventory
|
| | | $ | 20,837 | | | | | $ | 9,708 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Receivable for warrants exercised
|
| | | $ | 12,357 | | | | | $ | — | | |
Prepaid insurance
|
| | | | 2,948 | | | | | | 121 | | |
Prepaid operating expenses
|
| | | | 1,015 | | | | | | 68 | | |
Prepaid dues and subscriptions
|
| | | | 883 | | | | | | 189 | | |
Prepaid taxes
|
| | | | 474 | | | | | | — | | |
Vendor prepayments
|
| | | | 473 | | | | | | — | | |
Prepaid rent
|
| | | | 155 | | | | | | 118 | | |
Deferred cost of goods sold
|
| | | | — | | | | | | 454 | | |
Other
|
| | | | 352 | | | | | | 26 | | |
Total prepaid expenses and other current assets
|
| | | $ | 18,657 | | | | | $ | 976 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Equipment
|
| | | $ | 14,532 | | | | | $ | 13,708 | | |
Furniture and fixtures
|
| | | | 924 | | | | | | 895 | | |
Computer equipment
|
| | | | 1,124 | | | | | | 1,089 | | |
Tooling
|
| | | | 1,805 | | | | | | 1,805 | | |
Software
|
| | | | 1,340 | | | | | | 1,249 | | |
Leasehold improvements
|
| | | | 14,274 | | | | | | 13,870 | | |
Construction in process
|
| | | | 1,063 | | | | | | 879 | | |
Property and equipment, gross
|
| | | | 35,062 | | | | | | 33,495 | | |
Less: accumulated depreciation
|
| | | | (22,731) | | | | | | (21,335) | | |
Total property and equipment, net
|
| | | $ | 12,331 | | | | | $ | 12,160 | | |
(in thousands)
|
| | | | | | |
Balance at December 31, 2019
|
| | | $ | 2,252 | | |
Balance at December 31, 2020
|
| | | $ | 2,252 | | |
Acquisition of EnvisionTEC
|
| | | | 199,056 | | |
Balance at March 31, 2021
|
| | | $ | 201,308 | | |
| | |
Gross Value
|
| |
Estimated Life
|
| |
Accumulated
Amortization |
| |
Balance
March 31, 2021 |
| |||||||||
Acquired technology
|
| | | $ | 87,993 | | | |
5 – 12 years
|
| | | $ | 2,688 | | | | | $ | 85,305 | | |
Trade name
|
| | | | 8,600 | | | |
13 years
|
| | | | 81 | | | | | | 8,519 | | |
Customer relationships
|
| | | | 50,900 | | | |
10 years
|
| | | | 621 | | | | | | 50,279 | | |
Total intangible assets
|
| | | $ | 147,493 | | | | | | | | $ | 3,390 | | | | | $ | 144,103 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Other investments
|
| | | $ | 3,025 | | | | | $ | 3,000 | | |
Right of use asset
|
| | | | 3,702 | | | | | | 1,810 | | |
Long-term deposits
|
| | | | 99 | | | | | | 69 | | |
Total other noncurrent assets
|
| | | $ | 6,826 | | | | | $ | 4,879 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Professional services
|
| | | $ | 3,519 | | | | | $ | 2,508 | | |
Compensation and benefits related
|
| | | | 3,516 | | | | | | 2,068 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Warranty reserve
|
| | | | 1,813 | | | | | | 1,553 | | |
Inventory purchases
|
| | | | 1,716 | | | | | | 86 | | |
Income tax payable
|
| | | | 1,405 | | | | | | — | | |
Customer payable
|
| | | | 605 | | | | | | — | | |
Sales and use and franchise taxes
|
| | | | 506 | | | | | | 586 | | |
Franchise and royalty fees
|
| | | | 188 | | | | | | 159 | | |
Other
|
| | | | 2,056 | | | | | | 605 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 15,324 | | | | | $ | 7,565 | | |
|
| | |
2021
|
| |
2020
|
| ||||||
Warranty reserve, at the beginning of the period
|
| | | $ | 1,553 | | | | | $ | 1,491 | | |
Warranty reserve assumed in acquisition
|
| | | | 326 | | | | | | — | | |
Additions to warranty reserve
|
| | | | 86 | | | | | | 346 | | |
Claims fulfilled
|
| | | | (152) | | | | | | (284) | | |
Warranty reserve, at the end of the period
|
| | | $ | 1,813 | | | | | $ | 1,553 | | |
| | |
March 31,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Lease cost | | | | | | | | | | | | | |
Operating lease cost
|
| | | $ | 323 | | | | | $ | 188 | | |
Short-term lease cost
|
| | | | 22 | | | | | | — | | |
Variable lease cost
|
| | | | 39 | | | | | | 10 | | |
Total lease cost
|
| | | $ | 384 | | | | | $ | 198 | | |
Other Information | | | | | | | | | | | | | |
Operating cash flows used in operating leases
|
| | | $ | 244 | | | | | $ | 268 | | |
Weighted-average remaining lease term – operating leases (years)
|
| | | | 2.9 | | | | | | 4.0 | | |
Weighted-average discount rate – operating leases
|
| | | | 5.5% | | | | | | 7.6% | | |
| | |
Operating Leases
|
| |||
2021 (remaining 9 months)
|
| | | $ | 1,399 | | |
2022
|
| | | | 1,862 | | |
2023
|
| | | | 1,671 | | |
2024
|
| | | | 370 | | |
2025
|
| | | | — | | |
Total lease payments
|
| | | | 5,302 | | |
Less amount representing interest
|
| | | | (415) | | |
Total lease liability
|
| | | | 4,887 | | |
Less current portion of lease liability
|
| | | | (1,639) | | |
Lease liability, net of current portion
|
| | | $ | 3,248 | | |
| | |
Shares Subject
to Vesting |
| |
Weighted-Average
Purchase Price |
| ||||||
Balance of unvested shares as of January 1, 2021
|
| | | | 280 | | | | | $ | 0.0001 | | |
Issuance of additional shares
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (56) | | | | | $ | 0.0001 | | |
Balance of unvested shares as of March 31, 2021
|
| | | | 224 | | | | | $ | 0.0001 | | |
| | |
Three Months Ended
March 31, 2020 |
| |||
Risk-free interest rate
|
| | | | 2% | | |
Expected volatility
|
| | | | 52.5% | | |
Expected life (in years)
|
| | | | 7.8 | | |
Expected dividend yield
|
| | | | — | | |
Fair value of Common Stock
|
| | | $ | 3.34 | | |
| | |
Three Months Ended
March 31, 2021 |
|
Risk-free interest rate
|
| |
0.4% – 0.6%
|
|
Expected volatility
|
| |
55.0%
|
|
Expected life (in years)
|
| |
4.8
|
|
Expected dividend yield
|
| |
—
|
|
Fair value of Common Stock
|
| |
$19.82 – 30.49
|
|
Exercise price
|
| |
$11.50
|
|
| | |
Three Months Ended
March 31, 2020 |
|
Risk-free interest rate
|
| |
0.7% – 0.9%
|
|
Expected volatility
|
| |
52.7% – 52.9%
|
|
Expected life (in years)
|
| |
5.9 – 6.1
|
|
Expected dividend yield
|
| |
—
|
|
Fair value of Common Stock
|
| |
$3.34
|
|
| | |
Three Months Ended
March 31, 2020 |
| |||
Risk-free interest rate
|
| | | | 0.8% | | |
Expected volatility
|
| | | | 54.3% | | |
Expected life (in years)
|
| | | | 10.0 | | |
Expected dividend yield
|
| | | | — | | |
Fair value of Common Stock
|
| | | $ | 3.34 | | |
| | |
Three Months Ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Research and development
|
| | | $ | 916 | | | | | $ | 713 | | |
General and administrative expense
|
| | | | 839 | | | | | | 237 | | |
Sales and marketing expense
|
| | | | 345 | | | | | | 209 | | |
Cost of sales
|
| | | | 117 | | | | | | 100 | | |
Total stock-based compensation expenses
|
| | | $ | 2,217 | | | | | $ | 1,259 | | |
| | |
Number of
Shares |
| |
Weighted-Average
Exercise Price per Share |
| |
Weighted-Average
Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Outstanding at January 1, 2021
|
| | | | 19,553 | | | | | $ | 1.53 | | | | | | 7.75 | | | | | $ | 306,408 | | |
Granted
|
| | | | — | | | | | $ | — | | | | | | | | | | | | | | |
Exercised
|
| | | | (163) | | | | | $ | 1.10 | | | | | | | | | | | | | | |
Forfeited/expired
|
| | | | (12) | | | | | $ | 1.40 | | | | | | | | | | | | | | |
Outstanding at March 31, 2021
|
| | | | 19,378 | | | | | $ | 1.53 | | | | | | 7.51 | | | | | $ | 259,023 | | |
Options vested at March 31, 2021
|
| | | | 11,044 | | | | | $ | 1.55 | | | | | | 6.29 | | | | | $ | 147,481 | | |
Options vested or expected to vest at March 31,
2021 |
| | | | 18,673 | | | | | $ | 1.54 | | | | | | 7.45 | | | | | $ | 249,529 | | |
| | |
Shares Subject
to Vesting |
| |
Weighted-Average
Grant Date Fair Value |
| ||||||
Balance of unvested shares as of January 1, 2021
|
| | | | 683 | | | | | $ | 8.02 | | |
Granted
|
| | | | 250 | | | | | $ | 30.49 | | |
Vested
|
| | | | (15) | | | | | $ | 8.19 | | |
Balance of unvested shares as of March 31, 2021
|
| | | | 918 | | | | | $ | 14.14 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Products
|
| | | $ | 5,854 | | | | | $ | 2,526 | | | | | $ | 1,931 | | | | | $ | 10,311 | | |
Services
|
| | | | 705 | | | | | | 215 | | | | | | 82 | | | | | | 1,002 | | |
Total
|
| | | $ | 6,559 | | | | | $ | 2,741 | | | | | $ | 2,013 | | | | | $ | 11,313 | | |
| | |
Americas
|
| |
EMEA
|
| |
APAC
|
| |
Total
|
| ||||||||||||
Products
|
| | | $ | 902 | | | | | $ | 1,528 | | | | | $ | 264 | | | | | $ | 2,694 | | |
Services
|
| | | | 327 | | | | | | 323 | | | | | | 41 | | | | | | 691 | | |
Total
|
| | | $ | 1,229 | | | | | $ | 1,851 | | | | | $ | 305 | | | | | $ | 3,385 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Revenue recognized at a point in time
|
| | | $ | 10,311 | | | | | $ | 2,694 | | |
Revenue recognized over time
|
| | | | 1,002 | | | | | | 691 | | |
Total
|
| | | $ | 11,313 | | | | | $ | 3,385 | | |
| | |
Three Months Ended March 31,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2021
|
| |
2020
|
| ||||||
Numerator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Net loss attributable to Common Stockholders
|
| | | $ | (59,108) | | | | | $ | (21,804) | | |
Denominator for basic and diluted net loss per share: | | | | | | | | | | | | | |
Weighted-average shares
|
| | | | 238,244 | | | | | | 156,250 | | |
Net loss per share – Basic and Diluted
|
| | | $ | (0.25) | | | | | $ | (0.14) | | |
| | |
Three Months Ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Common Stock options outstanding
|
| | | | 19,378 | | | | | | 12,964 | | |
Unvested restricted stock units outstanding
|
| | | | 918 | | | | | | — | | |
Unvested restricted stock awards outstanding
|
| | | | 224 | | | | | | 3,142 | | |
Common Stock warrants outstanding
|
| | | | — | | | | | | 578 | | |
Total shares
|
| | | | 20,520 | | | | | | 16,684 | | |
December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 20,772 | | | | | $ | 14,865 | | |
Trade accounts receivable, less allowance for doubtful accounts of $1,284 and $755 in 2020 and 2019
|
| | | | 4,994 | | | | | | 3,310 | | |
Inventories
|
| | | | 9,479 | | | | | | 8,885 | | |
Prepaid expenses and other current assets
|
| | | | 1,267 | | | | | | 3,660 | | |
Total Current Assets
|
| | | | 36,512 | | | | | | 30,720 | | |
Related Party Loan Receivable
|
| | | | 7,880 | | | | | | — | | |
Property and Equipment, Net
|
| | | | 1,539 | | | | | | 1,719 | | |
Intangible Asset, Net
|
| | | | 545 | | | | | | 594 | | |
Total Assets
|
| | | $ | 46,476 | | | | | $ | 33,033 | | |
Liabilities and Equity
|
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Trade accounts payable
|
| | | $ | 2,100 | | | | | $ | 2,461 | | |
Deferred revenue and customer deposits
|
| | | | 2,327 | | | | | | 2,175 | | |
Income taxes payable
|
| | | | 464 | | | | | | 427 | | |
Related party loan payable
|
| | | | 207 | | | | | | 600 | | |
Accrued expenses and other current liabilities
|
| | | | 1,457 | | | | | | 1,993 | | |
Current portion of long-term debt
|
| | | | 726 | | | | | | — | | |
Total Current Liabilities
|
| | | | 7,281 | | | | | | 7,656 | | |
Long-term debt
|
| | | | 458 | | | | | | — | | |
Total Liabilities
|
| | | | 7,739 | | | | | | 7,656 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Contributed capital
|
| | | | 443 | | | | | | 443 | | |
Retained earnings
|
| | | | 39,383 | | | | | | 28,517 | | |
Accumulated other comprehensive loss
|
| | | | (1,089) | | | | | | (3,583) | | |
Total Stockholders’ Equity
|
| | | | 38,737 | | | | | | 25,377 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 46,476 | | | | | $ | 33,033 | | |
Year ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Net Revenue
|
| | | | 42,132 | | | | | $ | 34,582 | | |
Cost of Goods Sold
|
| | | | 18,529 | | | | | | 20,874 | | |
Gross Profit
|
| | | | 23,603 | | | | | | 13,708 | | |
Operating Expenses | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 8,842 | | | | | | 9,839 | | |
Research and development
|
| | | | 4,270 | | | | | | 4,706 | | |
Total Operating Expenses
|
| | | | 13,112 | | | | | | 14,545 | | |
Operating Profit (Loss)
|
| | | | 10,491 | | | | | | (837) | | |
Other Income
|
| | | | 755 | | | | | | 302 | | |
Income (Loss) Before Taxes
|
| | | | 11,246 | | | | | | (535) | | |
Income Taxes
|
| | | | (380) | | | | | | (22) | | |
Net Income (Loss)
|
| | | | 10,866 | | | | | | (557) | | |
Other Comprehensive Gain (Loss) | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | 2,494 | | | | | | (879) | | |
Comprehensive Income (Loss)
|
| | | $ | 13,360 | | | | | $ | (1,436) | | |
| | |
Contributed
Capital |
| |
Retained
Earnings |
| |
Accumulated
Other Comprehensive Loss |
| |
Total
Stockholders’ Equity |
| ||||||||||||
Balance, January 1, 2019
|
| | | $ | 443 | | | | | $ | 29,074 | | | | | $ | (2,704)$ | | | | | | 26,813 | | |
Net loss
|
| | | | — | | | | | | (557) | | | | | | — | | | | | | (557) | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | (879) | | | | | | (879) | | |
Balance, December 31, 2019
|
| | | | 443 | | | | | | 28,517 | | | | | | (3,583) | | | | | | 25,377 | | |
Net income
|
| | | | — | | | | | | 10,866 | | | | | | — | | | | | | 10,866 | | |
Other comprehensive gain
|
| | | | — | | | | | | — | | | | | | 2,494 | | | | | | 2,494 | | |
Balance, December 31, 2020
|
| | | $ | 443 | | | | | $ | 39,383 | | | | | $ | (1,089) | | | | | $ | 38,737 | | |
Year ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 10,866 | | | | | $ | (557) | | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
| | | | | | | | | | | | |
Depreciation
|
| | | | 447 | | | | | | 719 | | |
Amortization
|
| | | | 49 | | | | | | 49 | | |
Provision for bad debt
|
| | | | 578 | | | | | | (308) | | |
Loss on disposal of property and equipment
|
| | | | 6 | | | | | | 205 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Trade accounts receivable
|
| | | | (2,262) | | | | | | 8 | | |
Inventories
|
| | | | (594) | | | | | | 144 | | |
Prepaid expenses and other current assets
|
| | | | 2,394 | | | | | | (170) | | |
Trade accounts payable
|
| | | | (361) | | | | | | 726 | | |
Deferred revenue and customer deposits
|
| | | | 152 | | | | | | (880) | | |
Income taxes payable
|
| | | | 37 | | | | | | 40 | | |
Accrued expenses and other current liabilities
|
| | | | (536) | | | | | | (982) | | |
Net cash provided by (used in) operating activities
|
| | | | 10,776 | | | | | | (1,006) | | |
Investing Activities | | | | | | | | | | | | | |
Property and equipment purchases
|
| | | | (259) | | | | | | (777) | | |
Advance to related party
|
| | | | (7,880) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (8,139) | | | | | | (777) | | |
Financing Activities | | | | | | | | | | | | | |
Proceeds from long-term borrowings
|
| | | | 1,176 | | | | | | — | | |
Proceeds from related party loans
|
| | | | — | | | | | | 600 | | |
Payment of related party loans
|
| | | | (400) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 776 | | | | | | 600 | | |
Effect of Currency Translation on Cash and Cash Equivalents
|
| | | | 2,494 | | | | | | (879) | | |
Net Increase (Decrease) in Cash and Cash Equivalents
|
| | | | 5,907 | | | | | | (2,062) | | |
Cash and Cash Equivalents, beginning of year
|
| | | | 14,865 | | | | | | 16,927 | | |
Cash and Cash Equivalents, end of year
|
| | | $ | 20,772 | | | | | $ | 14,865 | | |
Supplemental Cash Flow Information: | | | | | | | | | | | | | |
Cash (received)/paid for income taxes, net of payments or refunds
|
| | | $ | (2,623) | | | | | $ | 149 | | |
Non-cash items | | | | | | | | | | | | | |
Interest accrued on borrowings and loans
|
| | | | 15 | | | | | | — | | |
December 31, 2020
(in thousands) |
| |
United States
|
| |
Germany
|
| |
Total
|
| |||||||||
Revenue recognized at a point in time
|
| | | $ | 25,756 | | | | | $ | 15,118 | | | | | $ | 40,874 | | |
Revenue recognized over time
|
| | | | 1,083 | | | | | | 175 | | | | | | 1,258 | | |
Total Revenue
|
| | | $ | 26,839 | | | | | $ | 15,293 | | | | | $ | 42,132 | | |
December 31,
(in thousands) |
| |
2020
|
| |
2019
|
| ||||||
Warranty reserve, at the beginning of the year
|
| | | $ | 482 | | | | | $ | 467 | | |
Additions to warranty reserve
|
| | | | 97 | | | | | | 525 | | |
Claims fulfilled
|
| | | | (251) | | | | | | (510) | | |
Warranty reserve, at the end of the year
|
| | | $ | 328 | | | | | $ | 482 | | |
| | |
Common
Stock Issued and Outstanding |
| |||
EnvisionTEC, Inc.
|
| | | | 10 | | |
EnvisionTEC GmbH
|
| | | | 22 | | |
Viridis3D
|
| | | | 60 | | |
Gulf Filtration Systems, Inc.
|
| | | | 1 | | |
December 31,
(in thousands) |
| |
2020
|
| |
2019
|
| ||||||
Raw materials and components
|
| | | $ | 6,152 | | | | | $ | 6,737 | | |
Work in progress
|
| | | | 72 | | | | | | 71 | | |
Finished goods
|
| | | | 3,255 | | | | | | 2,077 | | |
Total
|
| | | $ | 9,479 | | | | | $ | 8,885 | | |
December 31,
(in thousands) |
| |
2020
|
| |
2019
|
| ||||||
Prepaid import taxes
|
| | | $ | — | | | | | $ | 2,942 | | |
Other
|
| | | | 1,267 | | | | | | 718 | | |
Total
|
| | | $ | 1,267 | | | | | $ | 3,660 | | |
December 31
(in thousands) |
| |
2020
|
| |
2019
|
| |
Useful Life
(in years) |
| ||||||
Machinery and equipment
|
| | | $ | 3,665 | | | | | $ | 3,333 | | | |
3 – 7
|
|
Computer equipment and software
|
| | | | 1,074 | | | | | | 1,022 | | | |
3
|
|
Leasehold improvements
|
| | | | 673 | | | | | | 695 | | | |
1
|
|
Other
|
| | | | 312 | | | | | | 271 | | | |
1 – 25
|
|
Property and Equipment
|
| | | | 5,724 | | | | | | 5,321 | | | | | |
Less: accumulated depreciation
|
| | | | (4,185) | | | | | | (3,602) | | | | | |
Property and Equipment, Net
|
| | | $ | 1,539 | | | | | $ | 1,719 | | | | | |
December 31
(in thousands) |
| |
2020
|
| |
2019
|
| |
Weighted
Average Useful Life (in years) |
| | | | | | | | | | |||||||||
Acquired Technology
|
| | | $ | 781 | | | | | $ | 781 | | | | | | 12 | | | | | | ||||||
Less: accumulated amortization
|
| | | | (236) | | | | | | (187) | | | | | | | | | | | | ||||||
Intangible Assets, Net
|
| | | $ | 545 | | | | | $ | 594 | | | | | | | | | | | |
December 31,
(in thousands) |
| |
2020
|
| |
2019
|
| ||||||
Other tax withholdings
|
| | | $ | 637 | | | | | $ | 37 | | |
Warranty
|
| | | | 328 | | | | | | 482 | | |
Payroll related liabilities
|
| | | | 394 | | | | | | 528 | | |
Customer deposits and other
|
| | | | 98 | | | | | | 946 | | |
Total
|
| | | $ | 1,457 | | | | | $ | 1,993 | | |
December 31,
(in thousands) |
| |
2020
|
| |
2019
|
| ||||||
U.S. federal
|
| | | $ | — | | | | | $ | — | | |
State and local
|
| | | | 405 | | | | | | 22 | | |
Foreign
|
| | | | (25) | | | | | | — | | |
Total Income Taxes
|
| | | $ | 380 | | | | | $ | 22 | | |
| | |
Amount
|
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 3,399 | | |
FINRA filing fee
|
| | | | * | | |
Accountants’ fees and expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Blue Sky fees and expenses
|
| | | | * | | |
Transfer Agent’s fees and expenses
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
Total expenses
|
| | | $ | * | | |
| | | | | | |
Incorporated by Reference
|
| ||||||
|
Exhibit
|
| | | | |
Form
|
| |
Exhibit
|
| |
Filing Date
|
|
|
2.1
|
| | | |
10-K
|
| |
2.1
|
| |
3/15/2021
|
| |
|
2.2
|
| | | |
10-K
|
| |
2.2
|
| |
3/15/2021
|
| |
|
2.3
|
| | | |
8-K
|
| |
2.1
|
| |
1/15/2021
|
| |
|
3.1
|
| | | |
8-K
|
| |
3.2
|
| |
12/14/2020
|
| |
|
3.2
|
| | | |
8-K
|
| |
3.3
|
| |
12/14/2020
|
|
| | | | | | |
Incorporated by Reference
|
| ||||||
|
Exhibit
|
| | | | |
Form
|
| |
Exhibit
|
| |
Filing Date
|
|
|
4.1
|
| | | |
S-1
|
| |
4.2
|
| |
3/8/2019
|
| |
|
4.2
|
| | | |
S-1
|
| |
4.3
|
| |
3/8/2019
|
| |
|
4.3
|
| | | |
8-K
|
| |
4.1
|
| |
3/20/2019
|
| |
|
5.1
|
| | | | | | | | | |
*
|
| |
|
10.1
|
| | | |
S-4
|
| |
10.7
|
| |
9/15/2020
|
| |
|
10.2
|
| | | | | | | | |
*
|
| ||
|
10.3
|
| | | |
S-4
|
| |
10.9
|
| |
9/15/2020
|
| |
|
10.4
|
| | | |
S-4
|
| |
10.10
|
| |
9/15/2020
|
| |
|
10.5
|
| | | |
S-4
|
| |
10.12
|
| |
9/15/20
|
| |
|
10.6
|
| | | |
S-4
|
| |
10.13
|
| |
10/15/20
|
| |
|
10.7
|
| | | |
S-1
|
| |
10.13
|
| |
12/23/20
|
| |
|
10.8
|
| | | |
S-4
|
| |
10.14
|
| |
10/15/20
|
| |
|
10.9
|
| | | |
S-4
|
| |
10.15
|
| |
10/15/20
|
| |
|
10.10
|
| | | |
S-4
|
| |
10.17
|
| |
10/15/20
|
| |
|
10.11
|
| | | |
S-4
|
| |
10.19
|
| |
9/15/2020
|
| |
|
10.12
|
| | | |
S-4
|
| |
10.20
|
| |
9/15/2020
|
| |
|
10.13
|
| | | |
S-4
|
| |
10.21
|
| |
9/15/2020
|
| |
|
10.14
|
| | | |
S-4
|
| |
10.22
|
| |
9/15/2020
|
| |
|
10.15
|
| | | |
S-4
|
| |
10.18
|
| |
10/15/20
|
| |
|
10.16
|
| | | |
S-4
|
| |
10.26
|
| |
11/2/2020
|
| |
|
10.17
|
| | | |
S-4
|
| |
10.29
|
| |
11/2/2020
|
| |
|
10.18
|
| | | |
S-4
|
| |
10.31
|
| |
11/2/2020
|
|
| | | | | | |
Incorporated by Reference
|
| ||||||
|
Exhibit
|
| | | | |
Form
|
| |
Exhibit
|
| |
Filing Date
|
|
| | | | Linardos and Legacy Desktop Metal | | | | | | | | | | |
|
10.19
|
| | | |
10-K
|
| |
10.19
|
| |
3/15/2021
|
| |
|
10.20
|
| | | |
10-K
|
| |
10.20
|
| |
3/15/2021
|
| |
|
10.21
|
| | | |
10-K
|
| |
10.21
|
| |
3/15/2021
|
| |
|
10.22
|
| | | |
S-4
|
| |
10.27
|
| |
10/15/2020
|
| |
|
10.23
|
| | | |
S-4
|
| |
10.28
|
| |
10/15/2020
|
| |
|
21.1
|
| | | |
10-K/A
|
| |
21.1
|
| |
5/17/2021
|
| |
|
23.1
|
| | | | | | | | | |
*
|
| |
|
23.2
|
| | | | | | | | | |
*
|
| |
|
23.3
|
| | | | | | | | | |
*
|
| |
|
24.1
|
| | | |
S-1
|
| |
Signature Page
|
| |
12/23/2020
|
| |
|
101.INS
|
| | XBRL Instance Document | | | | | | | | |
*
|
|
|
101.SCH
|
| | XBRL Taxonomy Extension Schema Document | | | | | | | | |
*
|
|
|
101.CAL
|
| | XBRL Taxonomy Calculation Linkbase Document | | | | | | | | |
*
|
|
|
101.DEF
|
| |
XBRL Taxonomy Definition Linkbase Document
|
| | | | | | | |
*
|
|
|
101.LAB
|
| | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
*
|
|
|
101.PRE
|
| | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
*
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Ric Fulop
Ric Fulop
|
| |
Chief Executive Officer and Chairman
(principal executive officer) |
| |
June 30, 2021
|
|
|
/s/ James Haley
James Haley
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | | |
June 30, 2021
|
|
|
/s/ Scott Dussault
Scott Dussault
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Ali El-Siblani
Ali El-Siblani
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Dayna Grayson
Dayna Grayson
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Leo Hindery, Jr.
Leo Hindery, Jr
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Wen Hsieh
Wen Hsieh
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Jeff Immelt
Jeff Immelt
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Byron Knight
Byron Knight
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Stephen Nigro
Stephen Nigro
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Steve Papa
Steve Papa
|
| | Director | | |
June 30, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Andy Wheeler
Andy Wheeler
|
| | Director | | |
June 30, 2021
|
|
|
/s/ Bilal Zuberi
Bilal Zuberi
|
| | Director | | |
June 30, 2021
|
|
Exhibit 5.1
200 Clarendon Street | |
Boston, Massachusetts 02116 | |
Tel: +1.617.948.6000 Fax: +1.617.948.6001 | |
www.lw.com |
June 30, 2021
Desktop Metal, Inc. 63 3rd Avenue Burlington, Massachusetts 01803 |
FIRM / AFFILIATE OFFICES | |
Beijing | Moscow | |
Boston | Munich | |
Brussels | New York | |
Century City | Orange County | |
Chicago | Paris | |
Dubai | Riyadh | |
Düsseldorf | San Diego | |
Frankfurt | San Francisco | |
Hamburg | Seoul | |
Hong Kong | Shanghai | |
Houston | Silicon Valley | |
London | Singapore | |
Los Angeles | Tokyo | |
Madrid | Washington, D.C. | |
Milan |
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Desktop Metal, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer and sale by certain selling securityholders named in the Registration Statement (defined below) of up to 2,492,249 shares (the “Shares”) of Class A common stock, $0.0001 par value per share (the “Common Stock”). The Shares are included in the Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Latham & Watkins LLP |
Exhibit 10.2
Execution Version
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2020, is made and entered into by and among:
(i) Trine Acquisition Corp., a Delaware corporation (“Trine”); and
(ii) certain equityholders of Trine as set forth on Schedule A hereto (the “Sponsor Equityholders”); and
(iii) certain equityholders of Desktop Metal, Inc., a Delaware corporation (“Legacy DM”), as set forth on Schedule B hereto (collectively, the “DM Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, Trine and Trine Sponsor 1H LLC, a Delaware limited liability company (“Sponsor”), are party to that certain Registration Rights Agreement, dated as of March 14, 2019, with each of the other individuals party thereto (the “Original RRA”);
WHEREAS, Trine and Desktop Metal, Inc., a Delaware corporation (“Legacy DM”), are party to that certain Agreement and Plan of Merger, dated as of August 26, 2020 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among Trine, Legacy DM and Sparrow Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Trine (“Merger Sub”), pursuant to which, (i) Merger Sub will merge with and into Legacy DM, with Legacy DM being the surviving entity and a wholly-owned subsidiary of Trine (the “Merger”);
WHEREAS, following the consummation of the Merger, Trine will be renamed “Desktop Metal, Inc.” (Trine, following the consummation of the Merger, the “Company”) and, concurrently, Legacy DM will be renamed; and
WHEREAS, in connection with the consummation of the transactions described above (the “Transactions”), Trine, Sponsor and the other parties to the Original RRA desire to amend and restate the Original RRA in its entirety as set forth herein, and Trine and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Article I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.
“Action” means any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any Governmental Authority.
“Agreement” shall have the meaning given in the Preamble hereto.
“Board” means the board of directors of the Company.
“Block Trade” shall have the meaning given in Section 2.4.1.
“Closing” shall have the meaning given in the Merger Agreement.
“Closing Date” shall have the meaning given in the Merger Agreement.
“Commission” shall mean the Securities and Exchange Commission.
“Common Stock” shall mean the common stock of the Company, par value $0.0001 per share.
“Company” shall have the meaning given in the Recitals hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.
“Demanding Holder” shall have the meaning given in Section 2.1.4.
“DM Equityholders” shall have the meaning given in the Preamble hereto.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“FINRA” the Financial Industry Regulatory Authority Inc.
“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.
“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.
“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.
“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.
“Holder Information” shall have the meaning given in Section 4.1.2.
2 |
“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.
“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.
“Lockup Agreement” shall mean the Confidentiality and Lockup Agreement, dated as of August 26, 2020, by and among Trine and the other parties thereto, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.
“Lock-Up Period” shall have the meaning given in the Lockup Agreement.
“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.
“Merger” shall have the meaning given in the Recitals hereto.
“Merger Agreement” shall have the meaning given in the Recitals hereto.
“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.
“Original RRA” shall have the meaning given in the Recitals hereto.
“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lockup Period pursuant to the Lockup Agreement.
“Piggyback Registration” shall have the meaning given in Section 2.2.1.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall mean (a) any outstanding shares of Common Stock held by a Holder immediately following the Closing (including shares of Common Stock distributable pursuant to the Merger Agreement and the conversion of the Company’s Class B Common Stock), (b) any shares of Common Stock that may be acquired by Holders upon the exercise of a warrant or other right to acquire Common Stock held by a Holder immediately following the Closing, (c) any shares of Common Stock or warrants to purchase shares of Common Stock (including any shares of Common Stock issued or issuable upon the exercise of any such warrant) of the Company otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
3 |
“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;
(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering (not to exceed $35,000 without the consent of the Company).
“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holders” shall have the meaning given in Section 2.1.5.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.
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“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).
“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
“Sponsor” shall have the meaning given in the Recitals hereto.
“Sponsor Equityholders” shall have the meaning given in the Preamble.
“Subsequent Shelf Registration” shall have the meaning given in Section 2.1.2.
“Transactions” shall have the meaning given in the Recitals hereto.
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.
“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.
“Withdrawal Notice” shall have the meaning given in Section 2.1.6.
Article II
REGISTRATIONS AND OFFERINGS
2.1 Shelf Registration.
2.1.1 Filing. The Company shall file within 45 days of the Closing Date, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.
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2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.
2.1.3 Additional Registerable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a DM Equityholder or a Sponsor Equityholder that holds at least five (5.0%) percent of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for the DM Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand.
2.1.4 Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any DM Equityholder or Sponsor Equityholder (any of the DM Equityholders or the Sponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, $75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The DM Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.
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2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.
2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Shelf Takedown; provided that any DM Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the DM Equityholders, the Sponsor Equityholders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.4, unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided that, if a DM Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the DM Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.
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2.2 Piggyback Registration.
2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.
2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
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(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.
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2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).
2.4 Block Trades.
2.4.1 Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.
2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.4.2.
2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.
2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).
Article III
COMPANY PROCEDURES
3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;
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3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
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3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.11 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter, sales agent or placement agent of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50 million with respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
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Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.
3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.
3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.
3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
3.4.3 (a) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.
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3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Article IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
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4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
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Article V
MISCELLANEOUS
5.1 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows. Any notice or communication under this Agreement must be addressed, if to the Company, to 63 Third Avenue, Burlington, Massachusetts, 01803, Attention: General Counsel and Chief Financial Officer, Email: meg.broderick@desktopmetal.com; elizabeth.linardos@desktopmetal.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any person to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer and such person agrees to become bound by the terms and provisions of this Agreement.
5.2.3 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
5.2.4 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.02 shall be null and void, ab initio.
5.2.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.
5.3 Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5.4 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
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5.5 Jurisdiction; Waiver of Jury Trial.
5.5.1 Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.5.1.
5.5.2 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder of at least five (5.0%) percent of the Registrable Securities, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.7 Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of Trine or Legacy DM granted under any other agreement, including, but not limited to, the Original RRA and the Fourth Amended and Restated Investors' Rights Agreement, dated as of January 14, 2019, by and among Legacy DM, each of the investors listed on Schedule A thereto, and Future Fund Investment Company No.4 Pty Ltd., and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.
5.8 Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.
5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
TRINE ACQUISITION CORP. | |||
By: | /s/ Pierre Henry | ||
Name: | Pierre Henry | ||
Title: | Chief Financial Officer |
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
HOLDERS: | |||
Trine Sponsor 1H, LLC | |||
By: | /s/ Pierre Henry | ||
Name: | Pierre Henry | ||
Title: | Chief Financial Officer | ||
/s/ Leo Hindery, Jr. | |||
Leo Hindery, Jr. | |||
/s/ M. Ian G. Gilchrist | |||
M. Ian G. Gilchrist | |||
/s/ Pierre M. Henry | |||
Pierre M. Henry | |||
/s/ Mark J. Coleman | |||
Mark J. Coleman | |||
/s/ Josephine Linden | |||
Josephine Linden | |||
/s/ Marc Nathanson | |||
Marc Nathanson | |||
/s/ Kent R. Sander | |||
Kent R. Sander | |||
/s/ Tom Wasserman | |||
Tom Wasserman | |||
/s/ Abbas F. Zuaiter | |||
Abbas F. Zuaiter |
[Signature Page to Registration Rights Agreement]
/s/ Yves A. Behar | |
Yves A. Behar |
[Signature Page to Registration Rights Agreement]
Bolt Fund II LP | |||
By: | /s/ Axel Bichara | ||
Name: | Axel Bichara | ||
Title: | General Partner |
[Signature Page to Registration Rights Agreement]
Crashfund, LLC | |||
By: | /s/ Jeff Seibert | ||
Name: | Jeff Seibert | ||
Title: | Manager |
[Signature Page to Registration Rights Agreement]
Data Collective III, L.P., | |||
on behalf of itself and as nominee for certain affiliated entities | |||
By: Data Collective III GP, LLC, its general partner | |||
By: | /s/ Zachary Bogue | ||
Name: | Zachary Bogue | ||
Title: | Managing Member |
[Signature Page to Registration Rights Agreement]
DCVC Opportunity Fund II, L.P. | |||
on behalf of itself and as nominee for certain affiliated entities | |||
By: | DCVC Opportunity Fund II GP, LLC | ||
Its: General Partner | |||
By: | /s/ Zachary Bogue | ||
Name: | Zachary Bogue | ||
Title: | Managing Member |
[Signature Page to Registration Rights Agreement]
/s/ Elizabeth Hitchcock | |
Elizabeth Hitchcock |
[Signature Page to Registration Rights Agreement]
Ford Motor Company | |||
By: | /s/ Gary A. Johnson | ||
Name: | Gary A. Johnson | ||
Title: | Chief Manufacturing & Labor Affairs Officer | ||
8/24/2020 |
[Signature Page to Registration Rights Agreement]
Founder Collective II, L.P. | |||
By: | /s/ Eric Paley | ||
Name: | Eric Paley | ||
Title: | Managing Member | ||
Founder Collective Entrepreneurs’ Fund II, L.P. | |||
By: | /s/ Eric Paley | ||
Name: | Eric Paley | ||
Title: | Managing Member |
[Signature Page to Registration Rights Agreement]
Founding Pillar Fund, LLC | ||
By: | /s/ Jamie Goldstein | |
Name: Jamie Goldstein | ||
Title: Founder |
[Signature Page to Registration Rights Agreement]
GV 2016, L.P. | ||
By: GV 2016 GP, L.P., its general partner | ||
By: GV 2016 GP, L.L.C., its general partner | ||
By: | /s/ Daphne Chang | |
Name: Daphne Chang | ||
Title: Authorized Signatory | ||
GV 2017, L.P. | ||
By: GV 2017 GP, L.P., its general partner | ||
By: GV 2017 GP, L.L.C., its general partner | ||
By: | /s/ Daphne Chang | |
Name: Daphne Chang | ||
Title: Authorized Signatory | ||
GV 2019, L.P. | ||
By: GV 2019 GP, L.P., its general partner | ||
By: GV 2019 GP, L.L.C., its general partner | ||
By: | /s/ Daphne Chang | |
Name: Daphne Chang | ||
Title: Authorized Signatory |
[Signature Page to Registration Rights Agreement]
/s/ Jeff Fagnan | |
Jeff Fagnan |
[Signature Page to Registration Rights Agreement]
KDT DESKTOP METAL HOLDINGS, LLC | ||
By: | /s/ Knight, Bryan L | |
Name: Knight, Bryan L | ||
Title: Managing Director |
[Signature Page to Registration Rights Agreement]
KPCB Holdings, Inc., as nominee | ||
By: | /s/ Susan Biglieri | |
Name: Susan Biglieri | ||
Title: COO/CFO |
[Signature Page to Registration Rights Agreement]
Lux Ventures IV, L.P. | ||
By: Lux Venture Partners, LLC, its general partner | ||
By: | /s/ Peter Hebert | |
Name: Peter Hebert | ||
Title: Managing Director | ||
Lux Co-Invest Opportunities, L.P. | ||
By: Lux Co-Invest Partners, LLC, its general partner | ||
By: | /s/ Peter Hebert | |
Name: Peter Hebert | ||
Title: Managing Director |
[Signature Page to Registration Rights Agreement]
Magmanor, L.L.C. | ||
By: | /s/ Warren Hogarth | |
Name: Warren Hogarth | ||
Title: Member |
[Signature Page to Registration Rights Agreement]
/s/ Michael L. Volpe | |
Michael L. Volpe |
[Signature Page to Registration Rights Agreement]
Moonrise Venture Partners I LP | ||
By: | /s/ Donald T Pascal | |
Name: Donald T Pascal | ||
Title: Managing Member of Moonrise Venture Partners GP I LLC, general partner |
[Signature Page to Registration Rights Agreement]
New Enterprise Associates 15, L.P. | ||
By: NEA Partners 15, L.P., its general partner | ||
By: NEA 15 GP, LLC, its general partner | ||
By: | /s/ Stephanie S. Brecher | |
Name: Stephanie S. Brecher | ||
Title: General Counsel | ||
NEA Ventures 2015, Limited Partnership | ||
By: | /s/ Louis S. Citron | |
Name: Louis S. Citron | ||
Title: Vice-President |
[Signature Page to Registration Rights Agreement]
Panasonic Ventures, LLC |
By: | /s/ Carey Lai | |
Name: Carey Lai | ||
Title: President |
[Signature Page to Registration Rights Agreement]
/s/Ric Fulop | |
Ric Fulop |
[Signature Page to Registration Rights Agreement]
Riot Ventures Opportunity II-A, L.P. |
By: | /s/ Stephen Marcus | |
Name: Stephen Marcus | ||
Title: |
Riot Ventures Opportunity II-B, LLC |
By: | PROOF GP, LLC |
Its: | Manager |
By: | /s/ Thanasis Delistathis | |
Name: Thanasis Delistathis | ||
Title: Managing Member |
Riot Ventures Opportunity P, LLC |
By: | PROOF GP, LLC |
Its: | Manager |
By: | /s/ Thanasis Delistathis | |
Name: Thanasis Delistathis | ||
Title: Managing Member |
[Signature Page to Registration Rights Agreement]
SAEV Guernsey Holdings Limited |
By: | /s/ Mahdi F. Aladel | |
Name: Mahdi F. Aladel | ||
Title: Chief Executive Officer |
[Signature Page to Registration Rights Agreement]
Vertex Ventures US Fund I, L.P. |
By: | /s/ Jonathan Heiliger | |
Name: Jonathan Heiliger | ||
Title: Manager |
[Signature Page to Registration Rights Agreement]
Executed by Future Fund Investment Company No.4 Pty Ltd (ABN 62 126 279 918) by its attorney under power of attorney dated July 10, 2019 (who, by signing, confirms they have received no notice of revocation of that power): |
By: | /s/ Kylie Yong | |
Name: Kylie Yong | ||
Title: Company Secretary |
[Signature Page to Registration Rights Agreement]
EXECUTED on behalf of THE NORTHERN TRUST | ) | |
COMPANY (ABN 62 126 279 918), a company incorporated | ) | |
in the State of Illinois in the United States of America, solely in | ) | |
its capacity as custodian for Future Fund Investment Company | ) | |
No.4 Pty Ltd (ABN 134 338 908); provided, that The Northern | ) | |
Trust Company (ABN 52 126 279 918) (the “FF Investor”) | ) | |
enters into and is liable under this Agreement only in its | ) | |
capacity as custodian for Future Fund Investment Company | ) | |
No.4 Pty Ltd (ABN 134 338 908 (the “FF Beneficial Investor”), | ) | |
and to the extent that the FF Investor is actually indemnified by | ) | |
the FF Beneficial Investor; provided, further that, to the extent | ) | |
this provision operates to reduce the amounts for which the FF | ) | |
Investor would otherwise be liable to any person, the FF | ) | |
Beneficial Investor will pay or procure the payment of such | ) | |
amounts to such person. | /s/ JAMES MCLAREN | |
By executing this agreement the signatory warrants that the signatory is duly authorized to execute this agreement on behalf of THE NORTHERN TRUST COMPANY |
By: | JAMES MCLAREN |
being a person who, in accordance with the laws of that
territory, is acting under the authority of the company.
[Signature Page to Registration Rights Agreement]
BLUEBIRD TRUST | ||
By: | /s/ Steven Papa | |
Name: Steven Papa | ||
Title: Trustee |
[Signature Page to Registration Rights Agreement]
KHAKI CAMPBELL TRUST | ||
By: | /s/ Steven Papa | |
Name: Steven Papa | ||
Title: Trustee |
[Signature Page to Registration Rights Agreement]
RED TAILED HAWK TRUST | ||
By: | /s/ Steven Papa | |
Name: Steven Papa | ||
Title: Trustee |
[Signature Page to Registration Rights Agreement]
Entrepreneur America Mentors, LLC | ||
By: | /s/ Theresa W. Ryan | |
Name: Theresa W. Ryan | ||
Title: Managing Member |
[Signature Page to Registration Rights Agreement]
The LAUNCH Fund I LP | ||
By: | /s/ Jason Calacanis | |
Name: Jason Calacanis | ||
Title: General Partner |
[Signature Page to Registration Rights Agreement]
/s/ Andrew H. Palmer | |
Andrew H. Palmer |
[Signature Page to Registration Rights Agreement]
Pillar I, L.P. | ||
By: Pillar I GP, LLC, its General Partner | ||
By: | /s/ Jamie Goldstein | |
Name: Jamie Goldstein | ||
Title: Managing Member |
[Signature Page to Registration Rights Agreement]
BMW i Ventures SCS, SICAV-RAIF, | ||
Duly represented by BMW I Ventures, Inc. | ||
Itself duly represented by Marcus Behrendt and Dr. Ulrich Quay | ||
By: | /s/ Marcus Behrendt | |
Name: Marcus Behrendt | ||
Title: CEO | ||
By: | /s/ Dr. Ulrich Quay | |
Name: Dr. Ulrich Quay | ||
Title: President |
[Signature Page to Registration Rights Agreement]
40 NORTH VENTURES LP | ||
By: 40 North VC GP LLC | ||
Its: General Partner | ||
By: | /s/ David Millstone | |
Name: David Millstone | ||
Title: Principal |
Address for Notice:
9 West 57th Street , 46th Floor
New York, NY 10019
Email: ventureslegal@40north.com
[Signature Page to Registration Rights Agreement]
Home Technologies Ventures I, LLC | ||
By: | /s/ Christopher Langford | |
Name: Christopher Langford | ||
Title: |
[Signature Page to Registration Rights Agreement]
/s/ James M. Moran | |
James M. Moran |
[Signature Page to Registration Rights Agreement]
/s/ Jeffrey Immelt | |
Jeffrey Immelt |
[Signature Page to Registration Rights Agreement]
/s/ Rich D’Amore | |
Rich D’Amore |
[Signature Page to Registration Rights Agreement]
Techtronic Industries Co., Ltd. | ||
By: | /s/ Frank Chan | |
Name: Frank Chan | ||
Title: CFO |
[Signature Page to Registration Rights Agreement]
Tyche Partners, L.P. | ||
By: | /s/ Weijie Yum | |
Name: Weijie Yum | ||
Title: Managing Partner | ||
Tyche Partners II, L.P. | ||
By: | /s/ Weijie Yum | |
Name: Weijie Yum | ||
Title: Managing Partner |
[Signature Page to Registration Rights Agreement]
Schedule A
Sponsor Equityholders
Trine Sponsor 1H LLC
Leo Hindery, Jr.
Ian G. Gilchrist
Mark J. Coleman
Pierre M. Henry
Josephine Linden
Marc Nathanson
Kent R. Sander
Tom Wasserman
Abbas F. Zuaiter
Schedule B
DM Equityholders
GV 2016, L.P.
GV 2017, L.P.
GV 2019, L.P.
New Enterprise Associates 15, L.P.
NEA Ventures 2015, Limited Partnership
Lux Ventures IV, L.P.
Lux Co-Invest Opportunities, L.P.
KPCB Holdings, Inc., as nominee
Entrepreneur America Mentors, LLC
Founder Collective II, L.P.
Founder Collective Entrepreneurs' Fund II, L.P.
Bolt Fund II LP
Data Collective III, L.P.
The LAUNCH Fund I LP
Magmanor, L.L.C.
Michael L. Volpe
Andrew H. Palmer
Crashfund, LLC
Elizabeth Hitchcock
Pillar I, L.P.
Founding Pillar Fund, LLC
Rich D’Amore
James M. Moran
Yves A. Behar
SAEV Guernsey Holdings Limited
Tyche Partners, L.P.
Tyche Partners II, L.P.
Home Technology Ventures I, LLC
BMW i Ventures SCS, SICAV-RAIF
The Northern Trust Company (ABN 62 126 279 918) in its capacity as custodian for the Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908)
Panasonic Ventures, LLC
Moonrise Venture Partners I LP
DCVC Opportunity Fund II, L.P.
Vertex Ventures US Fund I, L.P.
Techtronic Industries Co., Ltd.
Jeffrey Immelt
KDT Desktop Metal Holdings, LLC
Riot Ventures Opportunity II-A, L.P.
Riot Ventures Opportunity II-B, LLC
Riot Ventures Opportunity P, LLC
Bluebird Trust
Khaki Campbell Trust
Red Tailed Hawk Trust
Ford Motor Company
Jeff Fagnan
Ric Fulop
40 North Ventures LP
AMENDMENT NO. 1
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is effective as of June 30, 2021 by and among Desktop Metal, Inc., a Delaware corporation (the “Company”), and the undersigned Holders.
WHEREAS, the Company and the Holders are parties to that certain Amended and Restated Registration Rights Agreement, dated as of August 26, 2020, by and among the Company and the parties thereto (the “RRA”);
WHEREAS, the RRA may be amended upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities (the “Required Holders”); and
WHEREAS, the Company and the undersigned Holders, constituting the Required Holders, desire to amend the RRA as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Section 2.2.1 of the RRA is hereby amended and restated to read in its entirety as follows:
“2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) for a rights offering, or (vi) to register the resale by selling stockholders of equity securities of the Company issued by the Company as consideration in an acquisition approved by the Board, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.”
2. Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the RRA.
3. Continued Validity of RRA. Except as amended hereby, the RRA shall continue in full force and effect as originally constituted and is ratified and affirmed by the parties hereto.
4. Governing Law. This Amendment and all claims or causes of action based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
5. Counterparts; Facsimile. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
DESKTOP METAL, INC. | |
By: | /s/ Ric Fulop |
Name: | Ric Fulop | |
Title: | Chief Executive Officer |
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
Holders | ||
GV 2017, L.P. | ||
By: GV 2019 GP, L.P., its General Partner | ||
By: GV 2019 GP, L.L.C., its General Partner | ||
By: | /s/ Inga Goldbard | |
Name: Inga Goldbard | ||
Title: General Counsel | ||
GV 2019, L.P. | ||
By: GV 2019 GP, L.P., its General Partner | ||
By: GV 2019 GP, L.L.C., its General Partner | ||
By: | /s/ Inga Goldbard | |
Name: Inga Goldbard | ||
Title: General Counsel | ||
KDT Desktop Metal Holdings, LLC | ||
By: | /s/ Byron Knight | |
Name: Byron Knight | ||
Title: Managing Director | ||
KPCB Holdings, Inc., as nominee | ||
By: | /s/ Susan Biglieri | |
Name: Susan Biglieri | ||
Title: Chief Financial Officer | ||
Lux Co-Invest Opportunities, L.P. | ||
By: Lux Co-Invest Partners, LLC | ||
its General Partner | ||
By: | /s/ Peter Hebert | |
Name: Peter Hebert | ||
Title: Managing Member |
Lux Ventures IV, L.P. | ||
By: Lux Co-Invest Partners, LLC | ||
its General Partner | ||
By: | /s/ Peter Hebert | |
Name: Peter Hebert | ||
Title: Managing Member | ||
Lux Ventures V, L.P. | ||
By: Lux Co-Invest Partners, LLC | ||
its General Partner | ||
By: | /s/ Peter Hebert | |
Name: Peter Hebert | ||
Title: Managing Member | ||
New Enterprise Associates 15, L.P. | ||
By: | /s/ Louis Citron | |
Name: Louis Citron | ||
Title: Chief Legal Officer | ||
NEA Seed IV, LLC | ||
By: | /s/ Louis Citron | |
Name: Louis Citron | ||
Title: Chief Legal Officer | ||
NEA Ventures 2015, L.P. | ||
By: | /s/ Louis Citron | |
Name: Louis Citron | ||
Title: Chief Legal Officer | ||
HOLDERS: | ||
/s/ Ric Fulop |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated March 15, 2021, (May 17, 2021, as to the effects of the restatement discussed in Note 2) relating to the financial statements of Desktop Metal, Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 30, 2021
EXHIBIT 23.2
Consent of Independent Auditor
Desktop Metal, Inc.
Burlington, MA
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 31, 2021, relating to the combined financial statements of EnvisionTEC Group, which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
Troy, Michigan
June 30, 2021
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