Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement contains customary representations, warranties and
covenants by Seller, the envisionTEC Group (except for envisionTEC
The Merger Agreement may be terminated under certain circumstances, including by
either party if the transactions have not been completed by
The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
The Merger Agreement and the above description have been included to provide information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company or any other parties to the Merger Agreement or their respective affiliates or equityholders. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of the specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to the Company's filings required by the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms, including being qualified by schedules and other disclosures made by each party. Accordingly, the representations, warranties and covenants in the Merger Agreement should not be relied upon as statements of factual information.
Item 3.02 Unregistered Sales of
Shares Issued Pursuant to Merger Agreement
The information set forth under Item 1.01 of this Current Report on Form 8-K (the "Current Report") is incorporated herein by reference.
All Shares are expected to be issued to the Seller in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act. Pursuant to the Merger Agreement, the Seller represented his intention to acquire the Shares for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends are expected to be affixed to the certificates representing the Shares (or reflected in a restricted book entry with the Company's transfer agent). The Seller also had adequate access, through business relationships and the course of negotiations, to information about the Company and could, with counsel and his professional experience, evaluate that information.
Warrant Issuance
On
The Working Capital Warrant was issued in reliance upon an exemption from
registration under the Securities Act as a transaction by an issuer not
involving a public offering. Trine represented to the Company that it was
acquiring the Working Capital Warrant for its own account and not with a view to
the resale or distribution thereof. Accordingly, the Working Capital Warrant has
not been registered under the Securities Act and may not be offered or sold in
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on
Item 9.01. (a) Exhibits Exhibit No. Description
2.1* Purchase Agreement and Plan of Merger, dated as ofJanuary 15, 2021 , by and amongDesktop Metal, Inc. , envisionTEC, Inc.,Gulf Filtration Systems, Inc. , 3dbotics, Inc., andAli El-Siblani . 99.1 Press Release issued byDesktop Metal, Inc. , datedJanuary 15, 2021
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
upon request.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts contained in this
communication, including, but not limited to, statements regarding the
acquisition of envisionTEC Group by the Company, the structure of the
envisionTEC acquisition, the cash and Class A common stock to be issued in the
envisitionTEC acquisition, the timing of the closing of the envisionTEC
acquisition, and the issuance of the Shares in a transaction exempt from the
Securities Act are forward-looking statements. These statements involve known
and unknown risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. In some cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "expect," "plan,"
"anticipate," "could," "intend," "target," "project," "contemplate," "believe,"
"estimate," "predict," "potential" or "continue" or the negative of these terms
or other similar expressions. The forward-looking statements in this
communication are only predictions. The Company has based these forward-looking
statements on current information and management's current expectations and
beliefs. These forward-looking statements speak only as of the date of this
communication and are subject to a number of risks and uncertainties, including,
without limitation, the following: the impact of the COVID-19 pandemic on the
Company's and the envisionTEC Group's business, including their suppliers and
customers; the effect of the transaction (or announcement thereof) on the
ability of the Company or the envisionTEC Group to retain and hire key personnel
and maintain relationships with customers, suppliers and others with whom they
do business; risks that the transaction disrupts current plans and operations;
the ability of the Company and envisionTEC to consummate the proposed
transaction in a timely manner or at all, including the ability to secure
regulatory approvals; impact on
© Edgar Online, source