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公允價值輸入一級成員us-gaap:重複計量公允價值會員2023-12-310001754820US-GAAP：股票證券會員美國通用會計準則: 公允價值輸入一級成員us-gaap:重複計量公允價值會員2023-12-310001754820美國通用會計準則：其他投資成員us-gaap:重複計量公允價值會員2023-12-310001754820美國通用會計準則：貨幣市場基金成員us-gaap:重複計量公允價值會員2023-12-310001754820美國公認會計原則（US-GAAP）：公允價值輸入級別3成員us-gaap:重複計量公允價值會員2023-12-310001754820美國通用會計準則: 公允價值輸入一級成員us-gaap:重複計量公允價值會員2023-12-310001754820US-GAAP：股票證券會員us-gaap:重複計量公允價值會員2023-12-310001754820us-gaap:重複計量公允價值會員2023-12-310001754820美國通用會計原則限制性股票單位累計成員2024-01-012024-09-300001754820美國會計準則:員工股票會員2024-01-012024-09-300001754820六成可轉換2027年到期的優先票據會員2024-01-012024-09-300001754820美國通用會計原則限制性股票單位累計成員2023-01-012023-09-300001754820us-gaap: 受限股票會員2023-01-012023-09-300001754820美國會計準則:員工股票會員2023-01-012023-09-300001754820六成可轉換2027年到期的優先票據會員2023-01-012023-09-300001754820us-gaap：商標成員US-GAAP:一般和管理費用成員2024-07-012024-09-3000017548202024-06-30US-GAAP:研發費用成員2024-07-012024-09-3000017548202024-06-30美國通用會計準則：銷售成本成員2024-07-012024-09-300001754820us-gaap:SeriesCPreferredStockMemberus-gaap:銷售和營銷費用2024-07-012024-09-300001754820us-gaap：商標成員US-GAAP:一般和管理費用成員2024-01-012024-09-3000017548202024-06-30US-GAAP:研發費用成員2024-01-012024-09-3000017548202024-06-30美國通用會計準則：銷售成本成員2024-01-012024-09-300001754820us-gaap:SeriesCPreferredStockMemberus-gaap:銷售和營銷費用2024-01-012024-09-300001754820us-gaap：商標成員US-GAAP:一般和管理費用成員2023-07-012023-09-3000017548202024-06-30US-GAAP:研發費用成員2023-07-012023-09-3000017548202024-06-30美國通用會計準則：銷售成本成員2023-07-012023-09-300001754820us-gaap:SeriesCPreferredStockMemberus-gaap:銷售和營銷費用2023-07-012023-09-300001754820us-gaap：ComputerSoftwareIntangibleAssetMemberUS-GAAP:研發費用成員2023-07-012023-09-300001754820us-gaap：商標成員US-GAAP:一般和管理費用成員2023-01-012023-09-3000017548202024-06-30US-GAAP:研發費用成員2023-01-012023-09-3000017548202024-06-30美國通用會計準則：銷售成本成員2023-01-012023-09-300001754820us-gaap:SeriesCPreferredStockMemberus-gaap:銷售和營銷費用2023-01-012023-09-300001754820us-gaap：ComputerSoftwareIntangibleAssetMemberUS-GAAP:研發費用成員2023-01-012023-09-3000017548202022-12-310001754820us-gaap:銷售和營銷費用2024-07-012024-09-300001754820美國通用會計原則限制性股票單位累計成員2024-07-012024-09-300001754820us-gaap:RestrictedStockMember2024-07-012024-09-300001754820US-GAAP:研發費用成員2024-07-012024-09-300001754820US-GAAP:一般和管理費用成員2024-07-012024-09-300001754820US-GAAP:員工股票期權成員2024-07-012024-09-300001754820美國通用會計準則：銷售成本成員2024-07-012024-09-300001754820us-gaap:銷售和營銷費用2024-01-012024-09-300001754820us-gaap: 受限股票會員2024-01-012024-09-300001754820US-GAAP:研發費用成員2024-01-012024-09-300001754820US-GAAP:一般和管理費用成員2024-01-012024-09-300001754820US-GAAP:員工股票期權成員2024-01-012024-09-300001754820美國通用會計準則：銷售成本成員2024-01-012024-09-300001754820us-gaap:銷售和營銷費用2023-07-012023-09-300001754820美國通用會計原則限制性股票單位累計成員2023-07-012023-09-300001754820us-gaap: 受限股票會員2023-07-012023-09-300001754820US-GAAP:研發費用成員2023-07-012023-09-300001754820US-GAAP:一般和管理費用成員2023-07-012023-09-300001754820US-GAAP:員工股票期權成員2023-07-012023-09-300001754820美國通用會計準則：銷售成本成員2023-07-012023-09-300001754820dm：獎金計劃2023會員2023-07-012023-09-300001754820us-gaap:銷售和營銷費用2023-01-012023-09-300001754820美國通用會計原則限制性股票單位累計成員2023-01-012023-09-300001754820us-gaap: 受限股票會員2023-01-012023-09-300001754820US-GAAP:研發費用成員2023-01-012023-09-300001754820US-GAAP:一般和管理費用成員2023-01-012023-09-300001754820US-GAAP:員工股票期權成員2023-01-012023-09-300001754820美國通用會計準則：銷售成本成員2023-01-012023-09-300001754820DM：獎金計劃2023會員2023-01-012023-09-300001754820dm：Sibalani先生前執行官成員dm：基於市場的限制性股票單位成員2021-01-012021-12-310001754820us-gaap：商標成員2024-01-012024-09-3000017548202024-06-302024-01-012024-09-300001754820us-gaap:SeriesCPreferredStockMember2024-01-012024-09-300001754820dm：Lightforce正畸成員srt：關聯實體會員2024-09-300001754820dm：Bloom Energy成員srt：關聯實體會員2024-09-300001754820DM：Lightforce矯正器會員srt：關聯實體會員2023-12-3100017548202021-01-012021-12-310001754820DM：戰略整合與成本優化計劃2024成員2024-01-012024-09-3000017548202024-04-272024-07-012024-09-3000017548202024-04-272023-07-012023-09-3000017548202023-01-012023-12-310001754820srt：最小成員2024-01-012024-09-300001754820srt:最大成員2024-01-012024-09-300001754820與Stratasys Ltd會員的合併協議2023-09-282023-09-2800017548202023-10-200001754820戰略整合與成本優化倡議2022會員2022-06-012022-06-300001754820Aidro Srl會員2024-01-012024-09-300001754820建議與NanoDimensionLtd合併會員2024-07-020001754820us-gaap：EMEA成員2024-09-300001754820SRT: 亞太會員2024-09-300001754820SRT：美洲成員2024-09-300001754820us-gaap：EMEA成員2023-12-310001754820SRT: 亞太會員2023-12-310001754820SRT：美洲成員2023-12-310001754820直通：其他收購成員srt：關聯實體會員2024-07-012024-09-300001754820直通：其他收購成員srt：關聯實體會員2024-01-012024-09-300001754820直通：其他收購成員srt：關聯實體會員2023-07-012023-09-300001754820dm：其他收購成員srt：關聯實體會員2023-01-012023-09-3000017548202024-04-272024-01-012024-09-300001754820US-GAAP：普通股成員2023-01-012023-09-3000017548202024-04-272023-01-012023-09-3000017548202024-07-012024-09-3000017548202023-07-012023-09-300001754820dm：可轉換票據2027成員2022-05-310001754820dm：可轉換票據2027成員2022-05-012022-05-3100017548202023-09-300001754820dm：市場價格交易成員2024-02-140001754820美國通用會計原則限制性股票單位累計成員2024-01-012024-09-3000017548202023-01-012023-09-300001754820dm:獎金計劃2024會員2024-09-3000017548202024-09-3000017548202023-12-3100017548202024-10-2900017548202024-01-012024-09-30dm:原告dm:細分xbrli:股份iso4217:美元指數dm:Dxbrli：純形iso4217:美元指數xbrli:股份貸款融資物品協議

目錄

六月

​

美國

證券交易委員會

華盛頓特區20549

​

表格 10-Q

​

☒根據1934年證券交易所法案第13或15(d)條的季報告

​

截至2024年6月30日季度結束 2024年9月30日

​

或

​

☐​

​

委員會文件號碼： 001-38835

​

DESKTOP METAL, INC.

（依憑章程所載的完整登記名稱）

​

​

特拉華州

83-2044042

(其他註冊地管轄國或組織狀況)

（聯邦稅號）

​

​

63號 3rd Avenue, 伯靈頓, 馬薩諸塞州

01803

(總部辦公地址)

（郵遞區號）

​

註冊人的電話號碼，包括區號：(978) 224-1244

​

根據法案第12(b)條規定註冊的證券：

​

​

​

​

​

每個交易所的名稱

每個班級的標題

交易標的（s）

在哪個註冊所？

普通A級股，每股面值$0.0001

DM

紐約證券交易所

​

請在適用的方框內做標記，表示公司：（1）在過去12個月內，根據1934年證券交易法第13或15(d)條的要求已提交所有要求提交的報告（或該公司為提交該類報告所要求的較短期間）；以及（2）自過去90天以來，一直都受到這些提交要求的約束。

是 ☒ 沒有 ☐

​

根據規則405，在Regulation S-t (§232.405 of this chapter)之前的12個月中（或對於發行人需要提交此類文件的期間較短的情況下），勾選記號表示發行人是否已經電子提交了需要提交的每個交互式數據文件。是 ☒ 沒有 ☐

​

請載明檢查標記，公司是否為大型加速披露人、加速披露人、非加速披露人、小型報告公司或新興成長公司。請於「交易所法案」第1202條中查閱「大型加速披露人」、「加速披露人」、「小型報告公司」和「新興成長公司」的定義。

​

大型快速申報者☐

加速歸檔人 ☒

非加速申報者 ☐

較小的報告公司 ☐

新興成長型公司 ☐

​

如果一家新興成長型企業，請勾選“是”表示註冊人選擇不使用根據證券交易所法第13(a)條所提供的任何新的或修改後的財務會計準則的延長過渡期來遵守。 ☐

​

請在核准印章處打勾，表明公司是否為外殼公司（根據《交易所法》第120億2條所定義）。是 ☐ 否 ☒

​

​

截至2024年10月29日，已發行並流通的登記公司普通股為 33,341,419 該公司的A類普通股正式上市。

​

​

​

目錄

目 錄

​

​

​

​

​

    

頁面

第I部分

​

​

​

​

​

第一部分. 財務信息

​

3

​

​

​

項目 1. 基本報表（未經查核）

​

3

​

​

​

2024年9月30日和2023年12月31日的總體資產負債表摘要

​

3

​

​

​

2024年和2023年截至9月30日三個月和九個月的控制項綜合損益表

​

4

​

​

​

截至2024年9月30日和2023年，三個月和九個月的綜合虧損簡明綜合數表

​

5

​

​

​

股東權益簡明合併報表 截至2024年和2023年9月30日的三個月和九個月

​

6

​

​

​

截至2024年和2023年9月30日的綜合現金流量表

​

8

​

​

​

基本報表註記

​

10

​

​

​

項目 2. 管理層對財務狀況和業績的討論與分析

​

32

​

​

​

第三項。關於市場風險的定量和定性披露

​

48

​

​

​

第四項。控制和程序

​

49

​

​

​

第二部分。其他資訊

​

49

​

​

​

事項1. 法律訴訟

​

49

​

​

​

第1A項。風險因素

​

50

​

​

項目2. 股權證券的未註冊銷售和收益使用，以及發行人購買股權證券

​

82

​

​

​

第三項。優先證券拖欠。

​

83

​

​

​

第4項。礦山安全披露。

​

83

​

​

​

第5項。其他資訊

​

83

​

​

​

項目6. 附件

​

84

​

​

​

展覽指數

​

85

​

​

​

簽名

​

86

​

​

2

目錄

財務報表第一部分

項目1.基本報表

DESKTOP METAL, INC.

縮表合併資產負債表

(未經查核)

(以千為單位，股票和每股金額除外)

​

​

​

​

​

​

​

​

​

    

九月三十日

    

12月31日

​

​

2024

    

2023

資產

​

​

​

​

​

​

流動資產:

 

​

  

 

​

  

現金及現金等價物

​

$

30,617

​

$

83,845

受限現金的當前部分

​

​

220

​

​

233

短期投資

​

 

—

​

 

625

應收帳款

​

 

22,803

​

 

37,690

存貨

​

 

80,853

​

 

82,639

預付費用及其他流動資產

​

 

8,946

​

 

11,105

全部流動資產

​

 

143,439

​

 

216,137

限制性現金，除短期外　

​

 

—

​

 

612

物業及設備，扣除折舊後淨值

​

 

27,184

​

 

35,840

無形資產，扣除累計攤銷

​

 

75,297

​

 

168,259

其他非流動資產

​

​

27,773

​

​

37,153

總資產

​

$

273,693

​

$

458,001

550,714

​

 

  

​

 

  

流動負債：

​

 

  

​

 

  

應付賬款

​

$

14,317

​

$

18,190

客戶存款。

​

 

4,403

​

 

5,356

租約負債流動部分

​

 

7,936

​

 

7,404

應計費用及其他流動負債

​

 

23,149

​

 

27,085

已逾期的收益當前部分

​

 

11,206

​

 

11,739

長期負債的當期部分，減去遞延融資成本

​

 

181

​

 

330

流動負債合計

​

 

61,192

​

 

70,104

長期負債，除了當期部分淨額

​

​

—

​

​

89

可換債券

​

​

113,113

​

​

112,565

租賃負債，當期部分淨額

​

 

18,673

​

 

23,566

透過分期收入取得的未來收入，减去当前部分

​

​

2,052

​

​

3,696

递延所得税负债

​

​

3,609

​

​

3,523

其他非流動負債

​

​

2,706

​

​

2,806

總負債

​

​

201,345

​

​

216,349

承諾與條件（附註17）

​

 

  

​

 

​

股東權益

​

 

​

​

 

​

每股面額$0.0001 面值—已授權的 50,000,000 股份授權數: 無 股份在2024年9月30日和2023年12月31日分別已發行並流通。

​

​

—

​

​

—

普通股，每股面值$0.0001 票面價值—500,000,000 授權股份為 33,310,041 和 32,527,742 於2024年9月30日和2023年12月31日，分別發行了股份。 33,310,040 32,527,167 截至2024年9月30日和2023年12月31日，分別為流通股。

​

 

4

​

 

4

資本超額評價

​

 

1,929,669

​

 

1,908,533

累積虧損

​

 

(1,823,211)

​

 

(1,632,225)

累積其他全面損失

​

 

(34,114)

​

 

(34,660)

股東權益總計

​

 

72,348

​

 

241,652

負債總額和股東權益總額

​

$

273,693

​

$

458,001

​

參閱總括財務報表的附註

​

3

目錄

DESKTOP METAL, INC.

綜合營業損益匯縮陳述

(未經查核)

（以千為單位，除每股金額外）

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

三個月結束了

​

截至九個月

​

​

九月三十日

​

九月三十日

​

    

2024

    

2023

    

2024

    

2023

收益

 

​

​

​

​

​

​

​

  

 

​

  

產品

​

$

31,939

​

$

37,502

​

$

98,981

​

$

121,597

服務

​

​

4,466

​

​

5,248

​

 

16,956

​

 

15,755

總收益

​

​

36,405

​

 

42,750

​

 

115,937

​

 

137,352

銷貨成本

​

​

  

​

​

  

​

 

  

​

 

  

產品

​

​

29,962

​

​

37,175

​

 

136,190

​

 

119,290

服務

​

​

3,282

​

​

3,651

​

 

10,981

​

 

11,413

銷售總成本

​

​

33,244

​

 

40,826

​

 

147,171

​

 

130,703

毛利潤（損失）

​

​

3,161

​

 

1,924

​

 

(31,234)

​

 

6,649

營業費用

​

​

  

​

​

  

​

 

  

​

 

  

研發費用

​

​

11,500

​

​

20,455

​

 

48,456

​

 

64,822

銷售和市場推廣費用

​

​

8,053

​

​

8,549

​

 

45,008

​

 

28,596

總務與行政

​

​

17,330

​

​

9,528

​

 

59,740

​

 

50,673

資產減損損失

​

​

—

​

​

6,062

​

​

—

​

​

6,062

商譽減損

​

​

—

​

​

2,450

​

​

—

​

​

2,450

營業費用總計

​

​

36,883

​

 

47,044

​

 

153,204

​

 

152,603

營運虧損

​

​

(33,722)

​

​

(45,120)

​

 

(184,438)

​

​

(145,954)

利息費用

​

​

(1,690)

​

​

(1,045)

​

 

(4,871)

​

​

(2,965)

利息及其他費用，淨額

​

​

228

​

 

(349)

​

 

(1,266)

​

 

(498)

收入稅前虧損

​

​

(35,184)

​

​

(46,514)

​

 

(190,575)

​

 

(149,417)

所得稅效益（費用）

​

​

(264)

​

$

141

​

$

(411)

​

$

675

淨損失

​

$

(35,448)

​

$

(46,373)

​

$

(190,986)

​

$

(148,742)

每股基本和稀釋淨虧損

​

​

(1.07)

​

​

(1.43)

​

​

(5.78)

​

​

(4.63)

基本和稀釋後的加權平均股份

​

​

33,268,899

​

​

32,318,761

​

​

33,023,091

​

​

32,132,801

​

請參閱基本報表摘要中的注釋。

​

4

目錄

DESKTOP METAL, INC.

綜合損益簡明合併財務報表

(未經查核)

（以千為單位）

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

三個月結束了

​

截至九個月

​

​

九月三十日

​

九月三十日

​

    

2024

    

2023

    

2024

    

2023

淨損失

​

$

(35,448)

​

$

(46,373)

​

$

(190,986)

​

$

(148,742)

其他稅後綜合損失：

​

​

​

​

​

​

​

 

​

​

 

​

可供出售有價證券的未實現收益（損失），淨額

​

​

—

​

​

(211)

​

 

(451)

​

 

126

外幣兌換調整

​

​

2,264

​

​

(684)

​

​

997

​

​

(451)

綜合損失總額，稅後$0

​

$

(33,184)

​

$

(47,268)

​

$

(190,440)

​

$

(149,067)

​

請參閱基本報表摘要中的注釋。

​

5

目錄

DESKTOP METAL, INC.

股東權益簡明合併財務報表

(未經查核)

（以千為單位，除股份數以外）

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024年9月30日止三個月

​

​

​

​

​

​

​

​

​

​

​

​

​

累計

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

其他

​

​

​

​

​

普通股

​

額外的

​

​

​

​

綜合

​

總計

​

​

投票

​

已付款‑在

​

累計

​

(損失)

​

股東权益

​

    

股份

    

金額

​

資本

    

赤字累計

    

收入

    

股權

餘額— 2024年7月1日

​

33,196,705

​

$

4

​

$

1,923,978

​

$

(1,787,763)

​

$

(36,378)

​

$

99,841

受限股票單元解除限制

​

119,423

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

回購股份以支付員工稅款扣除

​

(6,088)

​

​

—

​

​

(29)

​

​

—

​

​

—

​

​

(29)

以股份為基礎的補償費用

 

—

​

​

—

​

​

5,720

​

​

—

​

​

—

​

​

5,720

淨損失

 

—

​

​

—

​

​

—

​

​

(35,448)

​

​

—

​

​

(35,448)

其他全面收益（損失）

 

—

​

​

—

​

​

—

​

​

—

​

​

2,264

​

​

2,264

賬目餘額—2024年9月30日

 

33,310,040

​

​

4

​

$

1,929,669

​

$

(1,823,211)

​

$

(34,114)

​

$

72,348

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024年9月30日結束的九個月

​

​

​

​

​

​

​

​

​

​

​

​

​

累計

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

其他

​

​

​

​

​

普通股

​

額外的

​

​

​

​

綜合

​

總計

​

​

投票

​

已付款‑在

​

累計

​

(損失)

​

股東权益

​

    

股份

    

金額

​

資本

    

赤字累計

    

收入

    

股權

餘額-2024年1月1日

​

32,527,167

​

​

4

​

​

1,908,533

​

​

(1,632,225)

​

​

(34,660)

​

​

241,652

碎股贖回現金以代替股票逆分拆

​

(1,338)

​

​

—

​

​

(7)

​

​

—

​

​

—

​

​

(7)

受限普通股的分配

 

574

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

限制性股票單位獎勵到期發放

​

849,899

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

回購股份以支付員工稅款扣繳

​

(66,262)

​

​

—

​

​

(403)

​

​

—

​

​

—

​

​

(403)

發行普通股，與基於股份支付負債獎勵有關

​

—

​

​

—

​

​

1,997

​

​

​

​

​

​

​

​

1,997

以股票為基礎的酬勞費用

 

—

​

​

—

​

​

19,549

​

​

—

​

​

—

​

​

19,549

淨損失

 

—

​

​

—

​

​

—

​

​

(190,986)

​

​

—

​

​

(190,986)

其他全面收益（損失）

 

—

​

​

—

​

​

—

​

​

—

​

​

546

​

​

546

餘額-2024年9月30日

 

33,310,040

​

$

4

​

$

1,929,669

​

$

(1,823,211)

​

$

(34,114)

​

$

72,348

​

​

6

目錄

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023年9月30日結束的三個月

​

​

​

​

​

​

​

​

​

​

​

​

​

累計

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

其他

​

​

​

​

​

普通股

​

額外的

​

​

​

​

綜合

​

總計

​

​

投票

​

已付款‑在

​

累計

​

(損失)

​

股東权益

​

    

股份

    

金額

    

資本

    

赤字累計

    

收入

    

股權

資產負債表-2023年7月1日

​

32,263,019

​

$

3

​

$

1,893,548

​

$

(1,411,323)

​

$

(37,798)

​

$

444,459

執行普通股期權

​

3,793

​

 

—

​

 

46

​

 

—

​

 

—

​

 

46

受限制普通股的限制性股票確定期

 

978

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

限制性股票單位獎勵到期發放

​

98,692

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

為員工稅款代扣而回購股份

​

(2,236)

​

​

—

​

​

(39)

​

​

—

​

​

—

​

​

(39)

股份報酬支出

 

—

​

 

—

​

 

8,376

​

 

—

​

 

—

​

 

8,376

淨損失

 

—

​

 

—

​

 

—

​

 

(46,373)

​

 

—

​

 

(46,373)

其他全面收益（損失）

 

—

​

 

—

​

 

—

​

 

—

​

 

(895)

​

 

(895)

賬戶餘額-2023年9月30日

 

32,364,246

​

$

3

​

$

1,901,931

​

$

(1,457,696)

​

$

(38,693)

​

$

405,574

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023年9月30日止九個月

​

​

​

​

​

​

​

​

​

​

​

​

​

累計

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

其他

​

​

​

​

​

普通股

​

額外的

​

​

​

​

綜合

​

總計

​

​

投票

​

已付款‑在

​

累計

​

(損失)

​

股東权益

​

    

股份

    

金額

    

資本

    

赤字累計

    

收入

    

股權

賬戶餘額-2023年1月1日

​

31,813,343

​

$

3

​

$

1,874,792

​

$

(1,308,954)

​

$

(38,368)

​

$

527,502

執行普通股票期權

​

100,604

​

 

—

​

 

1,203

​

 

—

​

 

—

​

 

1,203

受限普通股的解凍

 

8,537

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

限制性股票單位獎勵到期發放

​

406,196

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

購回股份以支付員工的稅款扣繳

​

(8,913)

​

​

—

​

​

(147)

​

​

—

​

​

—

​

​

(147)

發行普通股與解決條件性考慮相關

​

44,479

​

​

​

​

​

797

​

​

​

​

​

​

​

​

797

股份作為報酬的支出

 

—

​

 

—

​

 

25,286

​

 

—

​

 

—

​

 

25,286

淨損失

 

—

​

 

—

​

 

—

​

 

(148,742)

​

 

—

​

 

(148,742)

其他全面收益（損失）

 

—

​

 

—

​

 

—

​

 

—

​

 

(325)

​

 

(325)

資產負債表—2023年9月30日

 

32,364,246

​

$

3

​

$

1,901,931

​

$

(1,457,696)

​

$

(38,693)

​

$

405,574

​

請參閱基本報表摘要中的注釋。

​

7

目錄

DESKTOP METAL, INC.

簡明財務報表現金流量表

(未經查核)

（以千為單位）

​

​

​

​

​

​

​

​

​

​

截至九月三十日的九個月

​

    

2024

    

2023

經營活動現金流量：

​

​

​

​

​

​

淨損失

    

$

(190,986)

    

$

(148,742)

調整為使淨虧損轉化為經營活動所使用現金：

​

 

​

​

 

​

折舊與攤提

​

 

103,786

​

 

40,322

股票基礎報酬

​

 

18,058

​

 

26,699

商譽減損

​

​

—

​

​

2,450

投資折扣的攤銷（摺水）

​

​

—

​

​

(490)

可轉換票據推遞成本的攤銷

​

​

548

​

​

548

坏账准备

​

​

1,756

​

​

640

慢動、淘汰和低成本或淨實現價值存貨的提存，淨額

​

​

(45)

​

​

—

處置固定資產的虧損（利益）

​

​

(35)

​

 

501

匯率期貨（利得）因跨公司交易損失，淨額

​

​

(4)

​

​

—

與可交易證券相關應計利息淨減少

​

​

—

​

​

238

股權投資的未實現損失

​

​

625

​

​

286

递延税益

​

​

305

​

​

(675)

外幣交易損失

​

​

486

​

​

392

資產減損損失

​

​

—

​

​

6,062

營運資產和負債的變化：

​

 

​

​

​

​

應收帳款

​

 

13,267

​

 

(2,446)

存貨

​

 

(694)

​

 

(16,052)

預付費用及其他流動資產

​

 

2,264

​

 

(8,716)

其他資產

​

​

9,967

​

​

2,425

應付賬款

​

 

(4,055)

​

 

7,397

應計費用及其他流動負債

​

 

(415)

​

 

1,009

客戶存款。

​

 

(1,000)

​

 

(4,542)

逐步認列的收入

​

​

(2,202)

​

​

3,590

權利使用資產和租賃負債的變動，淨額

​

 

(5,033)

​

 

(4,456)

其他負債

​

​

8

​

​

1,706

經營活動所使用之淨現金流量

​

 

(53,399)

​

 

(91,854)

投資活動之現金流量:

​

 

​

​

 

​

購買不動產和設備

​

 

(810)

​

 

(2,709)

產銷土地及設備款項

​

​

1,694

​

​

9,942

可轉換證券的購買

​

​

—

​

 

(4,973)

出售和到期日收到的具市場價值的證券的收益

​

 

—

​

 

112,719

處分附屬公司所得款項

​

​

—

​

​

4,089

收購支付的現金，扣除取得的現金淨額

​

 

—

​

 

(500)

投資活動產生的淨現金流量

​

 

884

​

 

118,568

來自籌資活動的現金流量:

​

 

​

​

 

  

股票期權行使所得

​

​

—

​

 

1,203

支付與限制性股票單位累積解禁時的淨股份結算相關的稅款

​

​

(403)

​

​

(147)

償還貸款

​

​

(237)

​

​

(337)

籌資活動提供的淨現金流量

​

 

(640)

​

 

719

匯率變動對現金、現金等價物及限制性現金的影響

​

​

(698)

​

​

(461)

現金、現金等價物及限制性現金的淨增加（減少）

​

​

(53,853)

​

​

26,972

期初現金、現金等價物及限制性現金餘額

​

​

84,690

​

​

81,913

期末現金、現金等價物及限制性現金餘額

​

​

30,837

​

​

108,885

​

​

​

​

​

​

​

現金流量補充披露

​

​

​

​

​

​

將在簡明綜合賬戶財務狀況表中報告的現金、現金等價物和受限現金進行調和，以匯總在簡明綜合現金流量報表中顯示的總額：

​

​

​

​

​

​

現金及現金等價物

​

$

30,617

​

$

107,432

其他當前資產中包含的限制性現金

​

​

220

​

​

841

列在其他非流動資產中的限制性現金

​

​

—

​

​

612

現金及現金等價物總額以及受限現金，在簡明綜合現金流量表中呈現。

​

$

30,837

​

$

108,885

​

​

​

​

​

​

​

8

目錄

​

​

​

​

​

​

​

補充現金流量信息：

​

 

​

​

 

  

支付利息

​

$

3,488

​

$

—

已支付之稅項

​

$

—

​

$

—

​

​

​

​

​

​

​

非‑現金投資和筹资活动：

​

 

​

​

 

  

投資的未實現收益淨額

​

$

—

​

$

(339)

普通股發行用於支付條件性考量

​

$

—

​

$

797

資產使用權增加及租賃負債增加

​

$

1,600

​

$

11,443

購買的物業和設備已包含應付帳款

​

$

160

​

$

326

購買資產和設備已包括在應計費用中

​

$

—

​

$

90

從庫存轉移到資產和設備

​

$

2,725

​

$

1,370

從固定資產轉移到存貨的轉移

​

$

—

​

$

1,647

​

請參閱基本報表摘要中的注釋。

​

​

9

目錄

簡明綜合財務報表附註

1.組織、業務性質、風險與不確定性

企業組織及性質

桌上型金屬公司是一家特拉華州公司，總部位於馬薩諸塞州伯靈頓。該公司成立於 2015 年，並通過為工程師，設計師和製造商的 3D 打印解決方案加速製造的轉型。公司為各種最終客戶設計、生產和銷售 3D 打印系統和服務。

除非另有指明或情況另有規定，否則本表格 10-Q 的季度報告中指「公司」和「桌上型金屬」的參考是指 Desktop Metal, Inc. 及其附屬公司的合併營運。「Trine」的參考指在業務合併完成之前的公司，而「舊式桌上型金屬」的參考指在業務合併完成之前的桌上型金屬營運股份有限公司。

風險與不確定性

本公司承受與其他相似規模的公司相似的風險，包括但不限於成功開發產品的需求、需要額外資金、大型公司替代產品和服務的競爭、保護專有技術、專利訴訟、依賴關鍵人士以及資訊科技變化相關的風險。至今，本公司主要用於 2022 年 5 月出售優先股、業務合併及出售 2027 年到期的可換股優先票據（「2027 債券」）的收益，為其業務提供資金。公司的長期成功取決於其成功推廣其產品和服務；產生收入；維持或降低其營運成本和開支；履行其義務；在需要時獲得額外資本；最終實現有利潤的營運。

近期發展

建議與納米維度有限公司合併

2024 年 7 月 2 日，該公司與以色列公司 Nano Dimension Ltd.（以下簡稱「納諾」）和一家特拉華州公司和納諾的間接全資附屬公司 Nano US I, Inc.（下稱「合併子公司」）簽訂合約和合併計劃（「合併協議」），根據該協議將與公司合併並進入該公司，而該公司在合併後仍以間接全資擁有納諾的子公司（「合併」）。合併完成後，該公司的普通股（如下所定義）將從紐約證券交易所取消上市，並根據修訂的 1934 年交易法取消註冊。

根據合併協議所訂明的條款及細則，在合併生效時（「有效時間」），每股 A 類普通股未償還股份，面值 $0.0001 本公司每股（「普通股」）（除（i）優先股份之股份，面值 $0.0001 每股（「優先股」）、(ii) 本公司作為資庫股或由本公司附屬公司、納米或合併子公司直接持有的股份及 (iii) 根據特拉華普通公司法第 262 條，並符合特拉華州普通公司法第 262 條的股東持有權及已適當要求對該等股份進行評估的股東持有股份（該等股份稱為「不同股份」）自動轉換為接收等於現金金額的權利 $5.50 （「每股合併代價」），不含利息，須向下調整，以一筆金額（「代價調整金額」）等於 (x) 橋接貸款設施下未償還本金總額（如下所定義）以及累積及未付利息的總和，截至合併完成時，除以 $2.5 百萬，以及 (B)$0.10 （在任何情況下，根據下文（x）的調整不會大於 $0.80），加上 (y) 截至合併完成時的 (A) 所有未付的公司交易費用（如合併協議中定義）的乘計除以 $2.5 百萬，以及 (B)$0.10 （在任何情況下，根據下文（y）的調整不會大於 $0.60)，加上 (z)$0.0325 如果本公司的某些高階主管在完成之前沒有履行解職信協議，則在以下每種情況（x）、(y) 和 (z) 的情況下，須進一步支付任何預扣稅。根據合併協議所訂明的條款及細則，在生效時，每股優先股份、每股不同股份及轉換為收取每股合併代價之權利，每股普通股將被取消並停止存在，以前代表該等普通股份的每份證書之後只代表每股收取每股股份的權利

10

目錄

合併代價。

公司的股東在2024年10月2日舉行的特別股東會上批准了這項合併。該合併須經過所需的監管批准和其他慣例的結束條件。

有關合併協議的進一步信息，請參閱合併協議，該協議的副本已於2024年7月3日提交給SEC的公司當前報告8-k表格中作為2.1號展覽文件。

股票合併倒數

獲得股東批准後，於2024年6月10日，公司實施了1對-10 逆向拆股，公司的A類普通股開始於2024年6月11日以拆股後調整的基礎交易。所有包含在這些簡明合併財務報表中的公司普通股、以股票為基礎的工具和每股數據均已作為拆股已在所呈現的所有時期之前生效的調整而進行調整。

與stratasys ltd.終止合併。

於2023年5月25日，公司與Stratasys Ltd.（“stratasys”），Tetris Sub Inc.（一家特拉華州公司，為Stratasys的直接全資子公司）及公司訂立了一份併購協議計劃（“Stratasys併購協議”），根據該協議，Stratasys併購子公司應與公司合併，公司作為Stratasys的直接全資子公司倖存（“Stratasys Merger”）。

Stratasys Merger需要獲得Stratasys和desktop metal股東的批准。在2023年9月28日舉行的Stratasys股東特別股東大會上，Stratasys股東未批准與Stratasys Merger協議相關的提議。因此，於2023年9月28日，Stratasys向Desktop Metal發送了一份終止Stratasys Merger協議的通知。因此，根據Stratasys Merger協議的條款，Stratasys支付了$10.0 百万給Desktop Metal作為費用退還，該費用已包含在簡明綜合營運表中的一般和行政費用中。終止費用於2023年10月6日支付.

持續經營

根據財務會計準則委員會（“FASB”）編碼會計準則編碼（“ASC”）205，財務報表的編製，公司在簡明綜合財務報表發行日起一年的期間內須評估其作為持續經營實體的能力。

當相關條件和事件綜合考慮，指出實體很可能無法在簡明綜合財務報表發行後一年內按期支付其到期的債務時，對實體能夠持續作為持續經營實體存在重大懷疑。

這些簡明綜合財務報表是根據持續經營基礎編製的，預期在業務正常進行的情況下實現資產並清償負債。公司自成立以來一直虧損，累積虧損額為$1.8 截至2024年9月30日，該公司資產總計達數十億。該公司預計在短期內繼續遭受額外損失和營運現金流的負面影響。該公司將需要進一步的資本投資來支持營運和資本支出需求。該公司可能會透過與Nano或其他來源（包括但不限於股權和債務融資安排）獲取額外資本投資。

可能無法獲得額外的股權融資，即使能夠獲得，條件可能不對公司有利，並可能對現有股東造成稀釋效應。債務融資，即使可用，可能涉及限制性契約和稀釋性融資工具。同樣，與Nano或其他來源的安排可能不對公司有利，並可能對現有股東造成稀釋效應。

該公司未能保證在需要時獲得資本。如果合併未能完成，並且當需要資本時，且需要的金額未能得到，該公司可能需延遲、縮減或放棄部分或全部其業務。

11

目錄

業務可能對公司的業務、財務狀況和營業收入產生重大損害。由於這種不確定性，公司在至少從這些簡明的合並財務報表可以發行的日期起繼續作為持續經營的能力存在重大疑慮。附帶的簡明合並財務報表不包括可能由這種不確定性結果而導致的任何調整，也不包括調整以反映已記錄資產金額的回收性或分類和應公司無法繼續作為持續經營時可能需要的負債分類。

2. 重要會計政策摘要

報告基礎

公司附屬的未經審核的簡明合並財務報表是按照美國普遍公認的會計原則（“美國通用會計原則”）和根據美國證券交易委員會（“SEC”）的規定準備的。根據SEC的規則和法規，根據美國通用會計準則準備的財務報表通常包含的特定信息和腳註披露已經被壓縮或省略。簡明合並財務報表包括公司及其附屬公司的賬目。在公司管理層的意見中，呈現的暫時期間的財務信息反映了需要對公司的財務狀況、營業收入和現金流進行公平呈現的一切調整，這些調整屬於正常且重複出現的性質。在這些未經審核的簡明合並財務報表中，為符合當年度的呈現，某些餘額已重新分類。與反向股票分割相關的某些前年金額已重新分類以符合當年度的呈現。

合併原則

附屬簡明合併財務報表包括公司及其全資子公司的帳戶。所有全資子公司的功能貨幣為美元。在合併時已消除所有公司內交易和餘額。

重要之會計政策

公司重要的會計政策在年底截至於2023年12月31日的公司10-k表格第II部分，第8項基本財務報表的註解2中有所描述。在2024年度首九個月期間，公司的重要會計政策沒有其他更改。

3. 營業收入認列

合約餘額

​

公司的遞延收入餘額為$13.3百萬和$15.4 million as of September 30, 2024 and December 31, 2023, respectively. During the three and nine months ended September 30, 2024, the Company recognized $2.0 百萬美元和8.0 million of existing deferred revenue from 2023. During the three and nine months ended September 30, 2023, the Company recognized $3.6百萬和$14.0 million of existing deferred revenue from 2022. The deferred revenue consists of billed post-installation customer support and maintenance, cloud-based software licenses that are recognized ratably over the term of the agreement, and contracts that have outstanding performance obligations or contracts that have acceptance terms that have not yet been fulfilled.

Contract assets were not material as of September 30, 2024 and December 31, 2023.

​

待履行績效義務

​

截至2024年9月30日，公司剩餘績效義務$13.3 百萬，其中約$11.2 百萬預計在接下來的 12個月內履行，儘管存在與客戶現場準備和意外經濟事件相關的不確定性，這可能對產品交付和安裝的時間產生不利影響

12

目錄

向客戶提供服務。此外，該公司在2024年和2023年9月30日分別擁有其他客戶存款$資產。4.4 百萬美元和6.9 百萬美元。

​

4. 現金及短期投資

公司的現金等價物和短期投資投資於以下項目（以千為單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2024年9月30日

​

    

攤銷後成本

    

未實現收益

    

未實現虧損

    

公平價值

貨幣市場基金

​

$

9,043

​

$

—

​

$

—

​

$

9,043

現金等價物總額

​

​

9,043

​

​

—

​

​

—

​

​

9,043

總現金及短期投資

​

$

9,043

​

$

—

​

$

—

​

$

9,043

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2023年12月31日

​

    

攤銷後成本

    

未實現收益

    

未實現虧損

    

公平價值

貨幣市場基金

​

$

40,799

​

$

—

​

$

—

​

$

40,799

現金等價物總額

​

​

40,799

​

​

—

​

​

—

​

​

40,799

總現金及短期投資

​

$

40,799

​

$

—

​

$

—

​

$

40,799

​

​

​

​

5. 公允價值衡量

公司使用以下三級公允價值層級，優先考慮衡量某些資產和負債的公平價值所使用的輸入:

第 1 級是基於可觀察的輸入，例如在活躍市場中的報價價格;

第 2 級是基於不在活躍市場中報價的、直接或間接可觀察的輸入;

第 3 級是基於沒有或幾乎沒有市場數據的不可觀察輸入，這要求公司制定自己的假設。

此層次結構要求公司在決定公平價值時使用可觀的市場資料，並在可能的情況下最大程度地減少使用不可觀的輸入。以重複性基礎計量公平值的項目包括貨幣市場基金。

13

目錄

以下的公允價值層級表提供了有關公司財務資產的信息，這些資產是根據重複性的方法計量其公允價值的，並顯示了公司用來判斷這種公允價值的輸入的公允價值層級（以千為單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024年9月30日

​

​

報價價格在

​

輸入數

​

​

​

​

​

​

​

​

活躍市場

​

其他

​

輸入數

​

​

 

​

​

對於相同的事物

​

可觀察到的輸入數

​

難以觀察的

​

​

 

​

​

其他

​

重要輸入數

​

重要輸入數

​

​

 

​

    

（一級）

    

（二級）

    

（第3級）

    

總計

資產：

​

​

​

​

​

​

​

​

​

​

​

​

貨幣市場基金

​

$

9,043

​

$

—

​

$

—

​

$

9,043

其他投資

​

​

—

​

​

—

​

​

2,000

​

​

2,000

總資產

​

$

9,043

​

$

—

​

$

2,000

​

$

11,043

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023年12月31日

​

​

報價價格在

​

重要的

​

​

​

​

​

​

​

​

活躍的市場

​

其他

​

輸入數

​

​

​

​

​

對於相同的

​

可觀察的

​

不可觀察的

​

​

​

​

​

項目

​

重要輸入數

​

重要輸入數

​

​

​

​

    

　（第1級）

    

（第二層）

    

（第三層）

    

總計

資產：

 

​

  

 

​

  

 

​

  

 

​

  

貨幣市場基金

​

$

40,799

​

$

—

​

$

—

​

$

40,799

股票

​

​

625

​

​

—

​

​

—

​

​

625

其他投資

​

​

—

​

​

—

​

​

2,000

​

​

2,000

資產總額

​

$

41,424

​

$

—

​

$

2,000

​

$

43,424

​

權益證券包括通過公開交易證券進行的投資。公司已判斷其權益證券的預估公平價值是按照報價市場價格報告為一級資產，因為這些價值是基於相同資產的活躍市場中的報價價格。截至2021年12月31日年結束時，公司投入了$20.0 股權投資一百萬美元于一家上市公司。公司將該投資按公平值記錄於短期投資中，截至2024年9月30日為止的公平值為$0 截至2024年9月30日，該公司在2024年9月30日之前的三個月和九個月內，因股票的公平值變動而錄得未實現虧損$0 和$，分別因股票公平值的變動而錄得未實現虧損$0 ，導致利息及其他費用淨變動的股票需求價值變動而產生的未實現虧損。 截至2023年9月30日之前的三個和九個月，由於利息和其他(支出)收入費用淨變動，公司錄得的未實現損失分別為 $0.1百萬股和 $0.3百萬美元，因股權投資的公平值變動而在利息和其他(支出)收入費用淨變動的簡明綜合營運報告中錄得損失。

​

其他投資包括透過可轉換債務工具進行的投資，總額為美元。這筆投資記錄在綜合資產負債表中的其他非流動資產中。2.0 其他投資被報告為第三級金融資產，因為用於開發估計公平值的方法包含反映管理層自身假設的重要未觀察輸入。用於公平估值可轉換債務工具的假設包括公司持有的債券的權利和義務，以及合格融資事件、收購或控股權變更的可能性。 在2024年和2023年截至9月30日的三個和九個月內，公司未認識任何關於可轉換債務工具的利潤或損失。

​

2027年債券被評估為以攤銷成本計量的單一負債，因為沒有其他特點需要區分並識別為衍生工具。

​

在2023和2024年6月30日結束的三個和六個月中，有資產減損處理記錄。更新計算公司進行中的研究和開發資產（“IPR&D”）公平價值所使用的關鍵假設可能會改變公司未來短期內回收IPR&D資產的帶值估計。 無 在2024年9月30日和2023年期結束之間，各種公平價值測量水平之間的資產轉移。以下表格提供了有關公司在公平價值衡量下Level 3資產變動的信息（以千為單位）：

​

​

​

​

​

​

​

​

​

​

截至九月三十日的九個月

​

​

2024

    

2023

期初餘額

​

$

2,000

​

$

2,000

期末餘額

​

$

2,000

​

$

2,000

​

14

目錄

以下表格顯示了公司在以公允價值衡量的第3級負債方面的變動情況（以千為單位）：

​

​

​

​

​

​

​

​

​

​

截至九月三十日的九個月

​

​

2024

    

2023

期初餘額

​

$

—

​

$

2,587

支付條件性支付責任

​

​

—

​

​

(2,390)

公允價值的變化

​

​

—

​

​

(197)

期末餘額

​

$

—

​

$

—

​

​

6. 應收帳款

應收帳款的元件如下（以千為單位）：

​

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

​

2024

​

2023

應收貿易款項

​

$

27,915

​

$

41,132

可疑帳款提存

​

​

(5,112)

​

​

(3,442)

總應收帳款

​

$

22,803

​

$

37,690

​

下表總結了應收賬款提存活動（以千為單位）：

​

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

​

2024

​

2023

期初餘額

​

$

3,442

​

$

1,640

呆帳備抵金，扣除已回收金額

​

​

1,711

​

​

2,215

已核銷的呆帳

​

​

(41)

​

​

(413)

期末餘額

​

$

5,112

​

$

3,442

​

​

7. 存貨

庫存包括以下內容（以千為單位）：

​

​

​

​

​

​

​

​

    

九月三十日

​

12月31日

​

    

2024

​

2023

原材料

​

$

23,283

​

$

26,449

在製品

​

​

13,598

​

​

16,556

成品:

​

 

​

​

 

​

銷貨成本的递延成本

​

​

995

​

​

1,279

製造完成的商品

​

​

42,977

​

​

38,355

總完成商品

​

​

43,972

​

​

39,634

總庫存

​

$

80,853

​

$

82,639

​

​

15

目錄

8. 預付費用和其他貨幣資產

預付費用和其他流動資產包括以下內容（以千元計）：

​

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

​

2024

​

2023

預付營業費用

​

$

2,436

​

$

4,618

預付費用和訂閱

​

​

1,720

​

​

1,959

預付保險

​

​

962

​

​

842

Accounts payable

​

​

1,372

​

​

796

預付租金

​

​

—

​

​

471

其他

​

​

2,456

​

​

2,419

預付費用及其他流動資產總額

​

$

8,946

​

$

11,105

​

​

9. 賣出

在2023年9月29日，公司與Industriewerk Shaeffler INA-Ingenieurdienst-，Gesellshaft mit beschrankter Haftung（“Shaeffler”）簽訂了一份股份購買協議，涉及出售Aerosint SA（“Aerosint”），公司的全資子公司，售價為$ 百萬，其中包括賣出成本。 交易於2023年9月29日完成。4.1 在以整體出售群組的公平價值減去賣出成本前，公司首先審查各項資產和負債，以判斷是否需要任何公允價值調整，結論是不需要對任何單獨資產進行減損。 然後，基於公司與買方簽訂的買賣協議，公司判斷出售群組的公平價值等於賣價減去賣出成本。 根據此審查，公司在2023年第三季度記錄了$ 百萬的無形商譽減損費用，因為出售被認為是評估商譽減值的觸發事件。此外，公司記錄了一筆

減損費用2.5 百萬的減損費用 $6.9 百萬美元相關資產組合價值，其中包括$2.6 累計外幣換算調整金額為$百萬。Aerosint的出售並未代表將對公司運營或財務結果產生重大影響的戰略轉變，因此未被列為已中止營業。

關於 公司的2024倡議，請參見 附註24 重組費用部分，該公司批准了一項計劃，出售俄亥俄州聖克萊爾斯維爾的一座設施以及該設施中的相關設備。截至2024年9月30日止九個月，公司完成了俄亥俄州聖克萊爾斯維爾設施的出售以及該設施中的相關設備，總收益為$ $1.7 百萬。公司錄得的收益為$ $0.2 百萬 賣出該設施及相關設備。 及關連的操作綜合狀況表。截至2024年9月30日，有 無 資產作為待售。

16

目錄

10. 資產和計算機設備

固定資產淨值包括以下項目（以千為單位）：

​

​

​

​

​

​

​

​

​

    

九月三十日

​

12月31日

​

    

2024

​

2023

設備

​

$

52,696

​

$

46,351

租賃改良

​

 

23,606

​

 

20,303

土地建築物

​

​

3,604

​

​

7,840

施工進行中

​

 

978

​

 

3,374

傢具和裝置

​

 

2,082

​

 

1,950

軟體

​

 

2,124

​

 

1,899

工具製造

​

 

2,306

​

 

2,287

計算機設備

​

 

2,364

​

 

2,166

汽車

​

​

879

​

​

1,032

不動產和設備的毛值

​

 

90,639

​

 

87,202

減：累積折舊

​

 

(63,455)

​

 

(51,362)

總固定資產淨值

​

$

27,184

​

$

35,840

​

透過折舊的支出為2023年和2024年六月三十日止的三個月和六個月分別為$9,577和$465,639。1.6 15.110.6 截至2024年9月30日的三個月和九個月，營業收入為1百萬美元。折舊費用為1百萬美元。2.9 百萬美元和8.8 截至2023年9月30日的三個月和九個月，營業收入為1百萬美元。

​

​

11. 商譽及無形資產

截至所有期間結束時，有短期負債未償。 無 2024年9月30日和2023年12月31日的商譽餘額。 以下是商譽活動（以千為單位）：

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

2024

​

2023

年初餘額

$

—

​

$

112,955

商譽減損

​

—

​

​

(112,911)

外幣兌換調整

​

—

​

​

(44)

期末餘額

$

—

​

$

—

​

截至2023年12月31日，商譽完全減損。 沒有 截至2024年9月30日九個月出現商譽減損。在2023年9月30日及九月30日三個月期間，公司記錄了與Aerosint銷售相關的商譽減損費用為$2.5 發生的商譽減損與Aerosint的出售相關，數額為百萬美元。

​

公司於2023年10月1日進行年度商譽減損評估，得出公司單一報告單位的公允價值不低於其攜帶金額的結論。由於公司股價和可比公司股價持續下跌，我們於2023年12月31日進行定量評估，採用了多種收入和市場方法。所進行的定量分析結果顯示，報告單位的攜帶價值超過了公允價值。因此，記錄了$百萬的商譽減損費用。公司在截至2023年12月18日的一年間共計記錄了$百萬的商譽減損費用。 $110.4 百萬112.9 公司在截至2023年12月31日的一年中共記錄了$百萬的商譽減損費。

​

公司使用收入法和市場法的加權平均值來估算公允價值。具體而言，收入法使用折現現金流法，在市場法下使用指導性公開公司以及指導性合併和收購公司的方法。在收入法下使用的重要假設包括管理層對未來營業收入和EBITDA利潤率的預測，用於計算未來現金流量的預估，折現率和終端增長率。終值基於出口收入倍數，這需要對選擇合適的倍數（考慮相關市場交易數據）作出重要假設。公司的估計和假設基於其對添加製造業的了解、近期表現、未來表現預期和其他公司認為合理的假設。市場法下使用的重要假設包括控制溢價和選擇可比公司和可比交易。可比公司和交易的選擇基於諸如產業分類、地理區域、產品供應、盈利增長和利潤能力等因素。

17

目錄

​

無形資產包括以下（單位：千元）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024年9月30日

 

2023年12月31日

​

​

加權平均

​

毛 

​

​

​

​

淨值

    

毛 

​

​

​

​

淨值

​

​

剩餘有用

​

攜帶

​

留存

​

攜帶

​

攜帶

​

留存

​

攜帶

​

 

壽命（以年計）

 

金額

 

攤銷

 

金額

 

金額

 

攤銷

 

金額

購入的科技

​

7.1

​

$

185,538

​

$

128,413

​

$

57,125

 

$

185,222

​

$

65,724

​

$

119,498

商標

​

5.2

​

​

12,304

​

​

11,254

​

​

1,050

​

​

12,302

​

​

3,952

​

​

8,350

客戶關係

​

8.2

​

​

68,573

​

​

51,451

​

​

17,122

​

​

68,378

​

​

27,968

​

​

40,410

已資本化的軟體

​

—

​

​

518

​

​

518

​

​

—

​

​

518

​

​

518

​

​

—

無形資產總額

​

​

​

$

266,933

​

$

191,636

​

$

75,297

​

$

266,421

​

$

98,162

​

$

168,259

​

截至2024年和2023年9月30日結束的三個月和九個月內，公司認列了以下攤銷費用（以千元計）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of

​

截至 9 月 30 日止的三個月

    

截至九月三十日的九個月

類別

​

操作項目

​

2024

​

2023

​

2024

​

2023

購入的科技

​

銷售成本

​

$

5,029

​

$

6,889

​

$

62,038

​

$

20,744

購入的科技

​

研究與開發

​

​

175

​

​

556

​

​

525

​

​

1,665

商標

​

一般及管理費用

​

​

121

​

​

416

​

​

7,301

​

​

1,249

客戶關係

​

銷售和營銷

​

​

930

​

​

2,537

​

​

23,369

​

​

7,594

已資本化的軟體

​

研究與開發

​

​

—

​

​

0

​

​

—

​

​

45

​

​

​

​

​

​

$

6,255

​

$

10,398

​

$

93,233

​

$

31,297

​

公司預計會承認以下攤銷支出（以千元計算）：

​

​

​

​

​

​

攤銷費用

2024年（剩餘3個月）

​

$

6,155

2025

​

​

22,040

2026

​

​

15,275

2027

​

​

10,542

2028

​

​

8,103

2029年及之後

​

​

13,182

無形資產攤銷總額

​

$

75,297

​

​

12. 其他非流通資產

​

以下表格彙總了公司其他非流動資產的元件（以千計）:

​

​

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

​

2024

​

2023

租賃資產

​

$

21,102

​

$

29,724

其他投資

​

​

2,000

​

​

2,000

長期存款

​

​

423

​

​

491

雲計算服務商安排

​

​

3,015

​

​

3,409

其他

​

​

1,233

​

​

1,529

其他非流動資產合計

​

$

27,773

​

$

37,153

​

​

​

​

18

目錄

13. 應計費用和其他流動負債

以下表格總結了公司應計費用和其他流動負債的元件（以千為單位）：

​

​

​

​

​

​

​

​

​

    

九月三十日

​

12月31日

​

    

2024

​

2023

薪酬和福利相關

​

$

5,780

​

$

9,052

保固準備金

​

​

4,998

​

​

4,602

收購款項的當前部分

​

​

—

​

​

358

特許經營和權利金

​

 

2,843

​

 

2,267

庫存採購

​

​

1,561

​

​

1,372

專業服務

​

​

2,071

​

​

890

2027年標注利息

​

​

2,588

​

​

882

佣金

​

​

708

​

​

816

應付所得稅

​

​

1,236

​

​

1,316

銷售稅、使用稅和特許稅

​

​

282

​

​

573

其他

​

​

1,082

​

​

4,957

總應計費用及其他流動負債

​

$

23,149

​

$

27,085

​

公司分別於2024年9月30日和2023年12月31日記錄保固儲備，金額如下（以千元計）。

​

​

​

​

​

​

​

​

​

    

九月三十日

​

12月31日

​

​

2024

​

2023

保固準備金，期初

​

$

4,602

​

$

4,301

併購中承擔的保固準備金

​

​

—

​

​

—

保固儲備金增加

​

 

930

​

 

4,174

索賠已履行

​

 

(534)

​

 

(3,873)

期末保固儲備金

​

$

4,998

​

$

4,602

​

​

14. DEBT

2027 Convertible Notes—In May 2022, the Company issued an aggregate of $115.0 million principal amount of convertible senior notes due in 2027 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2027 Notes consisted of $100.0 million initial placement and an over-allotment option that provided the initial purchasers of the 2027 Notes with the option to purchase an additional $15.0 淨發行2027票據的籌款額為$百萬，已全數行使。2027票據根據2022年5月13日的契約發行。從發行2027票據中籌得的淨收入為$111.4 百萬，扣除初始認購人的折扣和佣金以及我們預估的發行費用。發行成本在會計上被視為債務折扣，將在2027票據的期限內攤銷至利息費用中。

​

2027票據屬於優先無抵押債務。2027票據按每年 6.0%的年利率計息，分期支付，於每年5月15日和11月15日支付，自2022年11月15日起開始。2027票據將於2027年5月15日到期，除非提前根據其條款在該日期前贖回、兌換或轉換。

​

19

目錄

在2026年11月15日之前，2027年票據持有人只有在特定事件發生及指定期間內才有權將他們的2027年票據轉換為股份，包括：

​

●如公司普通股每股最近報價價格，名義價值 $0.0001 每股超過 130% 每只轉換價格至少 20 交易日 30 連續交易日截至及包括前一個日歷季度的最後一個交易日；

​

●如果在 五 連續業務日為期的第 10 連續交易日期間（稱為 10 連續交易日期間，即“測量期間”）中2027年票面金額$1,000交易日的每日交易價格低於 98% 公司普通股在該交易日的最後報價每股銷售價和該交易日的轉換率乘積；

​

●該公司A類普通股上發生一定公司事項或分派；或

​

●如果公司呼籲2027年票據兌現。

​

自2026年11月15日起，2027年票據持有人可在任何時候根據他們的選擇將2027年票據轉換為到期日前倒數第二個預定交易日業務結束前。公司將通過支付或提供現金以及如適用的A類普通股股份來清算轉換。

​

初始換股比率為 60.15038 每1000美元2027年票據的A類普通股股份，這代表著約為每股A類普通股的初始換股價為約16.60 每股A類普通股。換股比率受2027年票據管理契約中描述的某些事件的慣例調整的影響。此外，如果發生一些構成“Make-Whole Fundamental Change”（根據2027年票據管理契約中的定義）的特定公司事件，那麼在某些情況下，換股比率將會在指定期間內增加。

​

公司可能自2025年5月20日起，在2027年5月20日期間選擇贖回現金所有或部分2027年票據。日 於到期日前的計劃交易日進行交易，但僅在滿足某些流動性條件並且公司A類普通股的最後報價超過 130%的換股價格（i）在最少 20 個交易日中，無論連續與否，在結束於發送公司相關贖回通知日期的連續 30 個交易日，包括該日期的計劃交易日，時，公司發送此類通知前一交易日

​

然而，除非尚有100.0 2027年票據的總未清償本金金額不少於且未在公司發出相關贖回通知時被召回，公司將不會贖回少於所有未清償的2027年票據。贖回價將是相等於應予贖回的2027年票據的本金金額，加上應付但尚未支付的利息金額（如有）至但不包括贖回日。此外，對於要求贖回的任何2027年票據，將構成有關該2027年票據的補償基本變更，屆時，如果在被要求贖回後轉換該2027年票據，則在某些情況下將增加適用於該2027年票據轉換的轉換率。

如果發生構成“基本變更”的特定公司事件（定義在管理2027年票據的契約中），那麼，除某些現金合併的有限例外情況外，2027年票據持有人可要求公司以一現金回購價購回其2027年票據，該現金回購價格等於應回購的2027年票據的本金金額，加上應付但尚未支付的利息金額（如有）至但不包括基本變更回購日期。基本變更的定義包括涉及公司的某些業務合併交易以及涉及公司A類普通股的某些退市事項。

​

與Nano的合併預計將導致基本性變革。如果完成合併，2027年債券只能按照每$1,000本金面額的2027年債券轉換的金額轉換為現金，這個金額等於（i）當時生效的轉換率（根據管理2027年債券的契約定義）和（ii）每股合併考慮。如果完成合併，在結束後，合併後的公司必須提供回購所有未付的2027年債券，回購價格等於本金2027年債券的百分比，加上到回購日期為止的應計利息。 100％的2027年債券本金金額，加上截至回購日期的應計及未付利息。

​

20

目錄

​

2027年票據被評估為按攤銷成本計量的單一負債，這近似公平價值，因為沒有其他特徵需要分割並作為衍生金融工具認列。以下表格顯示截至指定日期（以千為單位）的2027年票據的未偿本金金額和攤銷價值。

​

​

​

​

​

​

​

​

​

​

九月三十日

​

12月31日

​

​

2024

​

2023

主要

​

$

115,000

​

$

115,000

未攤銷債務折價

​

​

(1,698)

​

​

(1,924)

未攤銷的債券發行成本

​

 

(189)

​

 

(511)

損耗價值淨額

​

$

113,113

​

$

112,565

​

2027年票據的年度有效利率約為 6.1%. 以下是有關2027年票據的利息費用（以千為單位）

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至 9 月 30 日止的三個月

​

截至九月三十日的九個月

​

​

2024

​

2023

​

2024

​

2023

for additional information.

​

$

1,169

​

$

1,763

​

$

2,913

​

$

5,232

債務折價攤銷

​

​

144

​

​

144

​

​

288

​

​

432

交易成本攤銷

​

 

38

​

 

38

​

 

76

​

 

114

總利息費用

​

$

1,351

​

$

1,945

​

$

3,277

​

$

5,778

​

銀行債務—在收購A.I.D.R.O.時，公司收購 三 貸款（“銀行貸款”）總額為$1.1 百萬美元的銀行貸款期限為 4.5 年，從2024年9月到2025年9月到期，利率從 1.70%。 2.10%。本金和利息支付每季進行。截至2023年12月31日，公司支付了 $0.3 百萬美元和0.3 百萬美元尚未償還，截至2023年12月31日，尚有$0.2 百萬美元債務中有$0.1 百萬美元記錄在簡明綜合資產負債表中的長期債務淨額中，扣除當前部分。截至2024年9月30日結束的9個月內，公司支付了$0.2 百萬美元和0.1 百萬美元仍未償還。截至2024年9月30日，$0.1 百萬美元的未償還債務記錄在簡明綜合資產負債表中的長期債務當前部分中，扣除透過擔保融資獲得的成本。

​

15. 其他非流動負債

​

以下表格總結了公司其他非流動負債的元件（以千為單位）：

​

​

​

​

​

​

​

​

​

    

九月三十日

​

12月31日

​

    

2024

​

2023

應付稅款

​

$

776

​

$

776

其他

​

 

1,930

​

 

2,030

總其他非流動負債

​

$

2,706

​

$

2,806

​

​

21

目錄

16. 租賃

​

承租人

​

截至2024年9月30日，公司記錄的資產為$21.1 百萬 使用權資產 15.126.6 百萬美元作為租賃負債。到2023年12月31日，公司記錄為$29.7 百萬美元作為使用權資產和百萬美元作為租賃負債。公司評估其使用權資產和其他與租約相關的資產是否存在損耗。在2024年9月30日結束的三個月內以及截至2023年12月31日的年度中，與這些資產相關的損耗共有31.0 個損耗記錄。使用權資產納入簡明合併資產負債表中的其他非流動資產。 無 公司審核所有供應商、供應商和服務提供商合同，以判斷是否包含任何租賃組件的服務安排。公司識別到

的所有供應商、供應商和服務提供商合同，以判斷任何服務安排是否包含租賃組件。公司確定 兩個 包含內嵌租賃的服務協議。協議中不包含固定或最低支付，而在截至2024年和2023年9月30日的三個月和九個月內，變動租賃費用不重要。

其他與租賃相關的餘額信息如下（以千為單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至 9 月 30 日止的三個月

​

​

截至九月三十日的九個月

 

​

2024

​

2023

​

​

2024

​

2023

 

租賃成本

​

  

 

​

  

​

​

​

  

 

​

  

​

營運租賃成本

$

4,944

​

$

1,403

​

​

$

14,969

​

$

4,474

​

短期租賃成本

 

—

​

 

80

​

​

 

86

​

 

174

​

變量租賃成本

 

—

​

 

36

​

​

 

21

​

 

106

​

財務租賃成本

​

27

​

​

45

​

​

​

80

​

​

91

​

租賃成本總額

$

4,971

​

$

1,564

​

​

$

15,156

​

$

4,845

​

其他信息

​

​

​

​

​

​

​

 

  

​

 

  

​

經營租賃使用的經營現金流量

$

2,318

​

$

1,388

​

​

$

7,055

​

$

4,859

​

財務租賃使用的經營現金流量

​

23

​

​

39

​

​

​

71

​

​

81

​

加權平均剩餘租賃期限-營運租賃（年）

​

3.7

​

​

4.6

​

​

 

3.7

​

 

4.6

​

加權平均剩餘租賃期限-融資租賃（年）

​

5.6

​

​

6.6

​

​

​

5.6

​

​

6.6

​

加權平均折扣率-營運租賃

​

6.2

%  

​

5.8

%  

​

​

6.2

%  

​

5.8

%

加權平均折扣率-融資租賃

​

3.1

%  

​

3.1

%  

​

 

3.1

%  

 

3.1

%

​

賃賃租賃合同內隱含的利率大多數情況下難以確定，因此公司在衡量營業租賃負債時使用其增量借款利率作為折現率。 增量借款利率代表公司在租賃開始時會承擔的利率估計，以在租賃期間以抵押方式借入與租金相等金額的資金。

2024年9月30日前，非可取消營業租賃下的未來最低租賃付款，包括根據金額分類不重要的未來最低租賃付款，如下（以千為單位）：

​

​

​

​

​

​

​

​

​

​

營運租賃

    

財務租賃

2024年（剩餘3個月）

​

$

2,332

​

$

—

2025

 

​

9,152

​

​

20

2026

 

​

7,322

​

​

79

2027

 

​

5,246

​

​

79

2028

 

​

3,388

​

​

79

2029年及之後

​

​

1,679

​

​

325

租約支付總額

 

​

29,119

​

​

582

減去代表利息的金額

 

​

(3,034)

​

​

(58)

租賃負債總額

 

​

26,085

​

​

524

租賃負債的當前部分較少

 

​

(7,872)

​

​

(64)

租賃負債，當期部分淨額

​

$

18,213

​

$

460

​

22

目錄

2023 年 6 月，公司修訂了位於馬薩諸塞州伯靈頓的總部和營運設施的現有設施租賃，延長預定於 2024 年 4 月到期至 2029 年 4 月的租賃期。租金不是固定的，並且每年延長租金都會增加。

​

十七.承諾和應變

法律程序

我們不時會在一般業務過程中引起的各種索賠、訴訟和其他法律和行政訴訟。其中一些索賠、訴訟和其他程序可能涉及高度複雜的問題，並存在重大不確定性，並可能導致損害賠償、罰款、罰款、非金錢制裁或緩解。當我們確定可能發生不利的結果並且可以合理估算損失金額時，我們會承認索賠或待處理訴訟的條款。由於訴訟的固有不確定性質，最終結果或實際結算成本可能與估計有重大不同。雖然這些索賠的結果無法確切預測，但管理層不相信任何現行法律程序的結果將對本公司的簡明合併財務報表產生重大不利影響。

如前所述，2023 年 10 月 20 日，聲稱股東彼得羅坎佩特羅·坎帕內拉對 2021 年 11 月 21 日在特拉華州法院對桌上型金屬公司和 ExOne 公司前董事和官員提出了修正了 2021 年 11 月 21 日的集體訴訟，指控違反信託責任和協助和協助違反與 eXone 合併有關的信託責任索賠（坎帕內拉訴羅克威爾等）.，個案編號 2021-1013 至西洋公元）。特別是，Campanella 先生指稱，ExOne 的代理聲明和補充披露並沒有充分披露與舉報者調查有關的信息 一 桌上型金屬子公司 EnvisionTec，以及在 eXone 股東投票之前，EnvisionTEC 的首席執行官辭任。被告於 2024 年 1 月 12 日提出拒絕投訴的議案。各方於二零二四年五月二十二日完成解決議案的簡報，並於 2024 年 10 月 16 日就解僱議案進行聆訊。

正如前所述， 四 Desktop Metal 股份的指稱股東向美國麻薩諸塞州地區法院提出證券集體訴訟投訴，指稱 Desktop Metal 及其部分人員和董事對 EnvisionTEC 的製造和產品合規做法和程序作出虛假或誤導性聲明，違反證券交易法第 10 (b) 和 20 (a) 條。原告人於 2022 年 12 月 19 日提出綜合投訴。當事人於 2023 年 5 月完成解決議案的簡報，而英迪拉·塔爾瓦尼法官於 2023 年 9 月 13 日進行口頭辯論。法院於二零三年九月二十一日發出一項裁決，拒絕綜合投訴，並於 2023 年 9 月 21 日對被告作出裁決。2023 年 10 月 13 日，首席原告周蘇菲亞提出上訴通知。當事人於 2024 年 5 月完成就周上訴的簡報，並於 2024 年 9 月 10 日在美國第一巡回上訴法院舉行口頭辯論。2024 年 10 月 28 日，上訴法院確認塔爾瓦尼法官的命令，拒絕綜合投訴。

2024 年 8 月 12 日，一名稱桌上型金屬股東向美國紐約南區地區法院提出投訴，標題為布甘特夫訴桌上型金屬有限公司，編號 1:24-cv-06092（S.D.N.Y.）（「Bugantev 投訴」），指稱桌上型金屬於 2024 年 8 月 1 日就附表 14A 的初步代表委任聲明省略了有關公司、納米維斯有限公司和納諾美國一股份有限公司（「納米合併」）之間合併的重大資料，使其中所載的披露作為虛假和誤導，違反 1934 年證券交易法第 14 (a) 條及 20 (a) 條經修訂。2024 年 8 月 16 日，原告人自願拒絕布甘特夫投訴。在二零二四年九月十六日和十七日， 二 Desktop Metal 的聲稱股東向紐約州最高法院提出投訴，分別標題為弗洛伊德訴 Desktop Metal 和克拉克訴 Desktop Metal，指稱根據公司 2024 年 8 月 15 日提交的確定代理聲明中被稱為披露缺陷而疏忽虛假陳述和隱藏索賠。

在二零二四年九月二十五日和二零二四年十月二日， 二 Desktop Metal 的聲稱股東在特拉華州理事法院提出訴訟，尋求與納米合併相關的特拉華州法院根據特拉華州一般公司法案第 220 條有關的某些書籍和記錄。這些動作分別標題為奈倫訴桌上型金屬等和麥當勞訴桌上型金屬案。

本公司認為，這些投訴都沒有任何理由，並打算強烈地抵禦這些投訴。

23

目錄

紐約交易所通知

2023年11月22日，公司收到紐約證券交易所（紐交所）通知，因公司普通股的平均收盤價在連續30個交易日內低於1.00美元，未符合《紐約證券交易所上市公司守則》第802.01C條的規定。該通知未導致公司的A類普通股從紐交所摘牌。

獲得股東批准後，於2024年6月10日，公司實施了1對-10 進行逆向股價拆分（“逆向股價拆分”），並且公司的A類普通股於2024年6月11日開始按照股份配股後的調整基礎進行交易。2024年7月24日，公司收到紐交所通知，其A類普通股的收盤買盤價自2024年6月11日至2024年7月24日連續30個工作日均大於每股1.00美元。因此，公司已恢復符合第802.01C條的規定，此事項現已結案。如果公司A類普通股的平均收盤價再次低於每股1.00美元，並在連續30個交易日內，公司將再次收到紐交所未符合上市標準的通知並面臨摘牌風險。

公司的普通股、以股票為基礎的金融工具以及包括在這些簡明綜合財務報表中的每股數據已被追溯性調整，就好像逆向股價拆分在顯示的所有期間之前已經生效一樣。

承諾

公司還與某些製造業、軟體公司和高校簽訂了涉及專利技術使用的授權和版稅協議。根據每項協議的條款，公司已經進行了初步且不重要的一次性支付，並且有義務支付一定百分比，從 4% - 13公司針對相關產品和服務銷售所收取的所有考量，直到協議終止。公司在這些合同項下的年度最低總承諾金額為$0.6 截至2024年和2023年9月30日的三個月和九個月，公司記錄瑣碎的許可和版稅費用。

公司在正常業務運作中，通過與德國銀行的信貸機構發行短期金融擔保和信用證，以向在安全要求下與某些商業交易相關的第三方提供安全。信貸機構提供的容量金額為$11.3 發行金融擔保和信用證以進行需要安全要求的商業交易的容量金額為$的情況下，信貸機構將不要求金錢擔保。對於需要金錢擔保的金額超過$3.3 百萬，根據信貸協議，需要金錢擔保。截至2024年9月30日，公司根據信貸協議發行的金融擔保和信用證尚有3.3 百萬的未償餘額。 無 在信貸協議下，公司發行的金融擔保和信用證的未償餘額。

截至2024年9月30日，該公司已為2026年透過未來購買承諾確定了$6.1 百萬設備，該公司計劃租借給客戶，並與其Desktop Labs平台相關的數字牙科解決方案提供相關的。

​

18. 所得稅

公司對中期的設定是根據年度有效稅率的估計，根據當季發生的離散項進行調整。 公司的有效稅率與美國法定稅率主要由於其透支稅款資產的估值準備有所不同，因為公司未來可能實現某些或全部透支稅款資產的可能性。 在2024年9月30日結束的三個月和九個月內，公司分別記錄了$0.3 百萬美元和0.4 百萬的稅款支出。在截至2023年9月30日結束的三個月和九個月內，公司記錄了$0.1 百萬美元和0.7 百萬。

本公司認可未來預期稅務後果的遞延所得稅資產和負債，這些後果已納入本公司簡明綜合財務報表和稅務申報表中。遞延所得稅資產和負債的確定基於簡明綜合財務報表的攤銷金額與現有資產和負債的稅基之間的差異，以及虧損和賒帳餘額，使用預計在預計的差異將反轉的年份中實施的稅率。由於本公司從成立開始已經發生了累積稅損，因此

24

目錄

公司認爲，公司可能無法實現聯邦和州稅收淨遞延資產以及在某些非美國司法管轄區的遞延稅收資產的好處。

公司爲與不確定稅收立場相關的各種稅務機構的潛在稅款提供準備金。確認的金額基於公司在其稅務申報或立場中是否有望在審核中持續的稅收益的決定。與不確定稅收立場相關的金額記錄爲所得稅費用的組成部分。截至2024年9月30日，公司已經計提了約$0.8 百萬與EnvisionTEC收購有關。這些金額涉及美國州和外國的稅務立場。截至2024年9月30日未確認稅收益的餘額中包括，如果確認，將影響有效稅率的金額。截至2023年12月31日，公司確認了因2021年各種收購而獲得的不確定稅收立場的一項責任爲$0.8 百萬。截至2023年12月31日，公司在與不確定稅收立場相關的應計利息和罰款中有一個餘額爲$0.1百萬美元。

​

億美元的股東權益

公司授權股份包括 500,000,000 股份A普通股，每股$0.0001 面值每股的普通股和 50,000,000 股優先股，每股$0.0001 面值每股的優先股。

​

2024年2月14日，公司與康泰菲茲& Co.簽訂了一份公開市場銷售協議，根據該協議，公司可以不時通過市場交易以發行價格高達$出售公司的普通股75.0 百萬。無法保證是否以及何時以及何時發行和出售任何股份根據公開市場銷售協議。

​

20. 基於股票的補償

2020年激勵獎勵計劃（「2020計劃」）允許向公司的僱員、高管、董事、顧問和顧問授予激勵股票期權、非合格期權、限制性股票和其他基於股票的獎勵。截至2023年12月31日，用於未來發行的股票數量爲 2,821,050 根據2020計劃。此外，根據2020計劃，可用於發行的普通股數量每年增加一次，即從2021年1月1日開始，到2030年1月1日結束，增加的數量爲前一年最後一天普通股總數的較小值，限於（i） 5%。在2024年1月1日，增加了用於發行到2020計劃的 1,626,358 股。

股票期權

截至2024年9月30日的九個月期間，計劃的期權活動如下（以千股爲單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

平均 

 

​

​

​

​

​

​

平均 

​

剩餘 

 

總計

​

​

股數 

​

行權價格 

​

合同期限（年） 

 

內涵價值

​

    

股份

    

每股

    

（以年爲單位）

 

（以千爲單位）

2024年1月1日未執行

​

616

​

$

18.30

 

4.97

​

$

140

被放棄或到期

 

(59)

​

$

16.76

​

​

​

​

​

2024年9月30日爲止未清償

 

557

​

$

18.50

​

4.19

​

​

70

期權將於2024年9月30日行權

 

557

​

$

18.50

​

4.19

​

​

70

期權將於2024年9月30日行權或有望獲得行權

 

557

​

$

18.50

​

4.19

​

​

70

​

截至2023年7月31日，續借貸款協議下未償還的借款額爲否 2024年9月30日結束的三個月和九個月內執行的期權，因此有 否 在2024年9月30日結束的三個月和九個月內行使的期權的集中內在價值。截至2023年9月30日結束的九個月內行使的期權的集中內在價值爲$0.9百萬美元。

25

目錄

與現金補償相關的期權的總扣除費用爲美元0.1 和 $0.7 百萬，分別爲截至2024年9月30日的三個月和九個月，以及截至2023年9月30日的三個月和九個月，0.31百萬美元和1.0百萬。截至2024年9月30日，期權已完全授予。

限制性股票授予

有關收購事項，公司已授予被視爲後合併費用並按股份授予的受限制股票獎勵（「RSA」）作爲股票補償，當股份兌現時。

在2024年9月30日結束的三個月和九個月期間，與RSA相關的股票補償費用金額微不足道，分別爲$0.11百萬美元和0.7分別爲到2023年9月30日結束的三個月和九個月期間，金額爲百萬美元。截至2024年9月30日，RSA已完全獲得行使權。

受限股票單位

授予員工和非員工的受限制股票單位（「RSUs」）通常在授予日起計算，經過 公司使用資產和負債的會計方法來計算所得稅。根據這種方法，根據資產和負債的金融報表及稅基之間的暫時區別，使用實施稅率來決定遞延稅資產和遞延稅負債，該稅率適用於預期差異將反轉的年份。稅法的任何修改對遞延稅資產和負債的影響將於生效日期在財務報告期內確認在彙總的綜合收益報表上。 後解除限制。 一年 懸崖式認股期權和隨後每季度釋放，前提是與公司的服務未終止。 RSUs的公允價值等於授予日期公司普通股的估計公允市場價值。

2020年計劃下截至2024年9月30日的RSU活動如下（以千股計）：

​

​

​

​

​

​

​

​

股份發帖主題 

    

加權平均

​

    

受限制期限制

    

授予日期公允價值

2024年1月1日未受限制股份餘額

​

2,305

​

$ 28.44

已行權

​

1,497

​

$ 6.73

34,105

​

(847)

​

$ 23.65

取消/棄權

​

(256)

​

$ 32.01

2024年9月30日未投放股份餘額

​

2,699

​

​

​

與RSU相關的總股票補償費用爲$5.6萬美元和19.4 百萬，在2024年9月30日結束的三個和九個月內，爲$7.3萬美元和25.0 百萬，在2023年9月30日結束的三個和九個月內，爲$。2024年9月30日未承認的未實現補償成本總額爲$30.2 百萬，並預計在一個 2.1年。

包括根據某些業績和市場基準條件給予的獎勵。

基於績效的限制性股票單位（包括在上文中）

截至2021年12月31日的年度內， 67,000 向公司的關鍵員工授予了基於績效的限制性股票單位。這些獎勵將根據公司實現某些績效里程碑以及員工規定的服務里程碑而獲得。在截至2024年9月30日的三個月和九個月內， 否 基於績效的限制性股票單位獲得或被取消。截至2024年9月30日， 15,000 基於績效的限制性股票單位仍未行使。

截至2020年12月31日的年度內， 12,430 向公司的一名關鍵員工授予了基於績效的限制性股票單位。此獎勵將根據公司實現某些績效里程碑以及員工規定的服務里程碑而獲得。在截至2023年12月31日的年度內， 12,430 基於績效的RSUs被取消。截至2023年12月31日， 否 基於績效的RSUs仍然未兌現。

26

目錄

基於市場的受限股票單位（包括在上面）

2021年10月，公司董事會的薪酬委員會授予了某些高管最多 907,026 基於市場的RSUs。這些RSUs將根據公司設定的持續就業和特定市場條件的實現而授予普通股。

截至2021年12月31日的年度 之一 位高管辭職並放棄了他的基於市場的RSUs。由於他辭職前未滿足服務條件， 否 該獎勵產生了以股票爲基礎的補償費用。 不 市場爲基礎的RSUs在2023年12月31日結束的一年內或在2024年9月30日結束的三個月和九個月內獲得或被放棄。截至2024年9月30日， 680,270 市場爲基礎的RSUs仍未解決。

​

”），如果當時適用於公司高管。任何獎金

公司的獎金計劃允許獎金以RSUs、現金或二者結合的形式支付。

公司的2023年獎金計劃 （"2023年獎金計劃"） 美元獎金金額，於2024年3月31日結束的三個月內以RSU形式支付。 授予的RSU數量是根據董事會最終證明公司績效達標和向每位員工發放獎勵的日期上公司普通股的收盤價確定的。 公司將這些獎勵作爲基於責任的獎勵進行覈算，直到實現獎勵爲止，此時公司將這些獎勵作爲基於權益的獎勵進行覈算。 在截至2023年9月30日的三個月和九個月內，公司確認了與2023年獎金計劃相關聯的基於股票的補償費用爲$(0.7)和頁面。$2.2 百萬美元。

公司的2024年獎金計劃（"2024年獎金計劃"）預計將以公司普通股的收盤價確定的RSU形式支付，此收盤價爲董事會最終認證公司績效達標和向每位員工發放獎勵的日期。 公司將這些獎勵作爲基於責任的獎勵進行覈算，因爲與獎勵相關的義務金額的貨幣價值主要是在成立時已知的固定貨幣金額，並且公司有一個無條件義務，必須或可以通過發行其股權股票來解決部分或全部義務。 公司將根據公司整體目標的預期實現，在員工必要服務期內確認股票補償費用。 截至2024年9月30日，公司已經確認了 $0.5 百萬美元與這些獎勵相關的費用，這些費用記錄在資產負債表中的預提費用和其他流動負債中。

股票補償費用

​

所有公司授予的股票獎勵相關的總股票補償費用，將在簡明綜合損益表中按以下方式報告（以千爲單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至9月30日，三個月的結束

​

截至9月30日的前九個月

​

​

2024

    

2023

    

2024

    

2023

研發

​

$

1,896

​

$

3,662

​

$

7,783

​

$

12,612

總務費用

​

 

2,837

​

 

2,802

​

 

9,122

​

 

10,419

銷售和營銷費用

​

 

527

​

 

702

​

 

1,647

​

 

1,881

銷售成本

​

 

459

​

 

517

​

 

1,502

​

 

1,787

共計股份獎勵支出

​

$

5,719

​

$

7,683

​

$

20,054

​

$

26,699

​

截至2023年7月31日，續借貸款協議下未償還的借款額爲3,249,055 截至2024年9月30日，2020年計劃下的獎勵股份可供分配。

​

21.相關方交易

由於收購，公司承擔了涉及美國各地設施的相關方租賃協議，截止至2029年。截至2024年9月30日，公司記錄了$3.5 百萬的使用權資產和 公司在起始日（2024年6月）記錄了一項權利的使用資產和一項810萬美元的租賃負債，分別計爲經營租賃。 與這些協議相關。截至2024年9月30日止三個和九個月，公司分別發生了租賃費用$0.2萬美元和0.6 百萬與相關方。截至2023年9月30日止三個和九個月，公司分別發生了租賃費用$0.2萬美元和0.6 百萬與相關方。該公司與這些租賃協議相關的年度承諾爲$0.8百萬美元。

27

目錄

公司向與公司董事會成員有關聯的Lightforce Orthodontics銷售產品。管理層認爲銷售是在與均等交易條件相同的情況下進行的。2024年9月30日結束的三個月和九個月內，公司共認定了營業收入$0.3萬美元和0.8 百萬，分別來自Lightforce Orthodontics。 在2013年9月30日結束的三個和九個月內，公司分別認定了 $0.2500萬股，並且總成本（包括佣金和消費稅）分別爲$$0.9百萬的營業收入。 截至2024年9月30日，公司的應收賬款餘額爲$0.1 million與Lightforce Orthodontics有合作。截至2023年12月31日，公司應收賬款餘額爲$0.2 million與Lightforce Orthodontics有合作。

公司向與公司董事會成員有關聯的bloom energy銷售產品。管理層認爲這些銷售是根據與獨立交易中普遍的條款進行的。在2024年9月30日結束的三個月和九個月內，公司未從bloom energy獲得任何營業收入。在2023年9月30日結束的三個月和九個月內，公司從bloom energy獲得了$ 否萬元的營業收入。0.5 million的應收賬款餘額。截至2024年9月30日，公司與bloom energy的應收賬款餘額爲 否 。截至2023年12月31日，公司與bloom energy有一個不重要的應收賬款餘額。

The Company sells products to Viewray Systems which is an entity controlled by a shareholder. Management believes the sales were conducted on terms equivalent to those prevailing in an arm’s-length transaction. During the three and nine months ended September 30, 2024, the Company recognized an immaterial amount and $3.4 million of revenue, respectively, from Viewray Systems. During the three and nine months ended September 30, 2023, the Company did not recognize revenue from Viewray Systems.

22. SEGMENt INFORMATION

In its operation of the business, management, including the Company’s chief operating decision maker, who is also Chief Executive Officer, reviews the business as 之一 segment. The Company currently ships its product to markets in the Americas, Europe Middle East and Africa (「EMEA」), and Asia Pacific (「APAC」). Disaggregated revenue data for those markets is as follows (in thousands):

Revenue for the three months ended September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

美洲

    

歐洲、中東、非洲

    

APAC（亞太地區）

    

總費用

產品

​

$

20,820

​

​

6,968

​

​

4,151

​

$

31,939

服務

 

​

2,565

​

​

1,688

​

​

213

 

​

4,466

總費用

​

$

23,385

​

$

8,656

​

$

4,364

​

$

36,405

​

2023年9月30日結束的三個月的營業收入

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

美洲

    

歐洲、中東、非洲

    

APAC（亞太地區）

    

總費用

產品

​

$

25,630

​

$

7,980

​

$

3,892

​

$

37,502

服務

 

​

2,826

 

​

2,081

 

​

341

 

​

5,248

總費用

​

$

28,456

​

$

10,061

​

$

4,233

​

$

42,750

​

2024年9月30日止九個月的營業收入

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

美洲

    

歐洲、中東、非洲

    

APAC（亞太地區）

​

總費用

產品

​

$

65,286

​

​

22,915

​

​

10,780

​

$

98,981

服務

 

​

10,562

​

​

5,621

​

​

773

 

​

16,956

總費用

​

$

75,848

​

$

28,536

​

$

11,553

​

$

115,937

28

目錄

​

2023年9月30日結束的九個月營業收入

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

美洲

    

歐洲、中東、非洲

    

APAC（亞太地區）

    

總費用

產品

​

$

79,233

​

$

30,634

​

$

11,730

​

$

121,597

服務

 

​

8,719

 

​

5,875

 

​

1,161

 

​

15,755

總費用

​

$

87,952

​

$

36,509

​

$

12,891

​

$

137,352

​

在2024年和2023年截至9月30日的三個和九個月內，公司從服務合同和基於雲的軟件許可按時間分配、硬件和消耗性產品發貨以及訂閱軟件收入中確認了以下營業收入（以千爲單位）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至三個月結束

​

截至九個月的結束日期

​

​

2021年9月30日

​

2021年9月30日

​

​

2024

    

2023

    

2024

    

2023

營業收入在特定時間點確認

​

$

31,939

​

$

37,502

​

$

98,981

​

$

121,597

按時間確認的收入

​

 

4,466

​

 

5,248

​

 

16,956

​

 

15,755

總費用

​

$

36,405

​

$

42,750

​

$

115,937

​

$

137,352

​

公司的運營主要在美國。長期資產的位置，包括物業、廠房和設備、淨額以及營運租賃權利資產，總結如下（以千爲單位）：

​

​

​

​

​

​

​

​

​

​

2021年9月30日

​

運營租賃負債：

​

​

2024

​

2023

美洲

​

$

28,744

​

$

46,390

歐洲、中東、非洲

​

​

14,017

​

​

13,320

APAC（亞太地區）

​

​

5,525

​

​

5,853

總長期資產

​

$

48,286

​

$

65,563

​

​

​

23. 每股淨損失

公司根據歸屬於普通股股東的淨損失和每個期間內普通股股份的加權平均數計算基本每股虧損。稀釋每股收益包括通過行使未行使的股票期權和股票獎勵獲得的股份，在此類工具的轉換會帶來稀釋效應的情況下。

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至9月30日，三個月的結束

​

截至9月30日的前九個月

（以千爲單位，每股金額除外）

​

2024

    

2023

    

2024

    

2023

基本和稀釋淨虧損每股的分子：

​

​

  

 

​

  

​

​

  

 

​

  

淨虧損

​

$

(35,448)

​

$

(46,373)

​

$

(190,986)

​

$

(148,742)

基本和稀釋淨虧損每股的分母：

​

 

  

​

 

​

​

 

  

​

 

  

加權平均股份

​

 

33,269

​

 

32,319

​

 

33,023

​

 

32,133

每股基本和每股攤薄淨虧損

​

$

(1.07)

​

$

(1.43)

​

$

(5.78)

​

$

(4.63)

​

29

目錄

公司的潛在稀釋證券包括未行權的普通股期權、未解禁的限制性股票單位、未解禁的限制性股票獎勵和未行權的普通股認股權證，已從計算每股稀釋淨損失中排除，因爲其效果是降低每股淨損失。因此，用於計算歸屬於普通股股東的基本和稀釋每股淨損失的加權平均未行權普通股數是相同的。 公司已從計算歸屬於普通股股東的每股稀釋淨損失中排除以下潛在的普通股份，根據2024年和2023年9月出現的未解決金額，因爲包括它們將具有防稀釋效應（以千爲單位）：

​

​

​

​

​

​

​

​

​

​

截至9月30日的前九個月

​

​

2024

    

2023

普通股期權未行權

​

​

557

​

​

6,291

未歸屬的限制性股票單位。

​

​

2,699

​

​

25,482

未授予的限制性股票獎勵未清償

​

​

—

​

​

17

6.0到期日爲2027年的%可轉換優先票據

​

​

8,646

​

​

86,466

所有板塊股份總數

​

​

11,902

​

​

118,256

​

​

上表中的稀釋表格不包括公司2024年獎勵計劃下授予的RSUs，預計將對2025年第一季度的傑出獎勵產生影響。請參考 注20。股票基礎薪酬 以獲取有關公司獎勵計劃的更多詳情。

​

​

​

​

24. RESTRUCTURING CHARGES

In June 2022, the Board of Directors approved a strategic integration and cost optimization initiative (the 「2022 Initiative」) that includes a global workforce reduction, facilities consolidation, and other operational savings measures. As part of the facilities consolidation, the Company approved plans to sell 兩個 facilities and relocate operations from those locations to existing facilities. The purpose of the 2022 Initiative is to streamline the Company’s operational structure, reducing its operating expenses and managing its cash flows.

In January 2023, the Company committed to additional actions to continue and expand the 2022 Initiative. These additional actions included closing and consolidating select locations in the United States and Canada and reducing the Company’s workforce by an additional 15%, prioritizing investments and operations in line with near-term revenue generation, positioning us to achieve our long-term financial goals. The 2022 Initiative was complete as of December 31, 2023. In connection with the 2022 Initiative, the Company incurred total restructuring 費用16.6%$20.9 百萬美元，包括一次性解僱福利和相關成本，存貨沖銷，租賃終止和設備退出成本，以及合同終止成本。

2024年1月22日，公司承諾推行戰略整合和成本優化計劃（「2024計劃」），包括全球約 20%工作人員減少的設施整合，產品合理化和其他運營成本節約措施等。公司已開始在美國進行員工裁員，並正在審查其他國家的員工變動，其時間安排將根據當地監管要求而異。在與2024計劃相關的情況下，公司出售了位於俄亥俄州聖克萊爾斯維爾的一家設施以及設施內的相關設備。在截至2023年12月31日的一年中，公司發生了與2024計劃相關的重組 費用 ，金額爲百萬美元，主要包括 $30.9 百萬美元。 $26.5 百萬的庫存減值。由於2024年計劃，公司預計至少 $50 百萬的累計年化成本節約，導致2024年上半年的連續成本降低。公司預計到2024年底，2024年計劃將基本完成。

在截至2024年9月30日的三個月和九個月內，公司分別記錄了$1.8萬美元和3.9 百萬的重組費用，涉及員工遣散、福利和相關成本、庫存減值、與終止產品相關的版稅開支，以及與2024年計劃和2022年計劃相關的設施合併。在截至2023年9月30日的三個月和九個月內，公司分別記錄了$0.1萬美元和6.6 百萬的重組費用，涉及員工遣散、福利和相關成本、庫存減值、與終止產品相關的版稅開支，以及與2022年計劃相關的設施合併。

2024年3月14日，在對公司業務計劃進行全面審查後，董事會批准了一項額外的成本削減計劃，其中包括審查公司光聚合物業務的戰略替代方案和一項評論

30

目錄

對於其他潛在的成本節約措施（「光立體膠版倡議」），公司探討了光立體業務的替代方案，可能包括資產剝離、投資削減或業務停止。作爲光立體膠版倡議的一部分，公司對與光立體業務相關的某些資產（包括固定資產、無形資產和使用權資產）假定了縮短的可用壽命，並記錄了 $0和頁面。$80.3 百萬美元的額外折舊與攤銷，作爲截至2024年9月30日爲止的三個月和九個月的重組費用。在截至2024年9月30日的三個月和九個月內，公司分別記錄了 $0.4500萬股，並且總成本（包括佣金和消費稅）分別爲$$1.3 百萬美元，涉及根據光立體膠版倡議而進行的員工裁員和設施整合。

對於光立體倡議下所有承諾的重組活動，公司現在預計將發生總計稅前重組費用 $82.1 百萬股增加到 $82.5 百萬美元，其中包括以下費用：

●$80.3 百萬美元的遞增折舊和攤銷費用，發生在2024年9月30日結束的九個月內；
●之間的$1.5500萬股，並且總成本（包括佣金和消費稅）分別爲$$1.7 百萬美元的一次性終止福利和相關成本，其中包括 $1.3 百萬美元發生在2024年9月30日結束的九個月內； 和
●之間的$0.3500萬股，並且總成本（包括佣金和消費稅）分別爲$$0.5 百萬美元的租賃終止和設備退出費用。

預計總估計費用預計將在之間。 $0.5500萬股，並且總成本（包括佣金和消費稅）分別爲$$0.9 未來現金支出將達百萬美元。公司不再預計與光刻膠計劃相關的長期資產出現非現金減值費用。上述費用範圍屬於估計範圍，實際金額可能會與這些估計有實質差異。

在截至2024年9月30日的九個月內，公司在負債和其他流動負債中記錄了2022年和2024年計劃相關的活動（千美元）：

​

​

​

​

​

​

​

​

​

截至9月30日的前九個月

​

​

2024

​

2023

期初應計費用

​

$

6,313

​

$

1,095

重組費用

​

​

87,443

​

​

6,610

現金支付

​

​

(4,230)

​

​

(2,317)

庫存覈銷

​

​

(1,739)

​

​

(2,484)

資產減值和攤銷，待處置

​

​

(80,329)

​

​

—

期末應計費用

​

$

7,458

​

$

2,904

​

2024年和2023年截至9月30日的三個和九個月內，公司確認了以下作爲以下開支支出的重組費用（以千計）：

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

截至9月30日，三個月的結束

​

截至9月30日的前九個月

​

​

2024

​

2023

​

2024

​

2023

銷售成本

​

$

1,785

​

$

16

​

$

46,398

​

$

3,221

研發

​

​

23

​

​

187

​

​

7,026

​

​

3,085

銷售及營銷費用

​

​

184

​

​

(62)

​

​

22,692

​

​

68

ZSCALER, INC.

​

 

226

​

 

1

​

 

11,327

​

 

236

總重組費用

​

$

2,218

​

$

142

​

$

87,443

​

$

6,610

​

31

目錄

項目2.財務狀況與經營結果的管理討論與分析

本季度10-Q表格中包含前瞻性聲明。除歷史事實陳述外，本季度10-Q報告中的所有陳述，包括有關我們未來運營結果和財務狀況、業務策略和計劃、市場增長、趨勢、事件以及我們未來運營目標的陳述，均屬前瞻性聲明。"可能"，"將"，"期待"，"預期"，"相信"，"打算"，"展望"，"可能"，"會"，"估計"，"潛在"，"持續"，"計劃"，"目標"，或這些詞的否定形式或類似表達，旨在確定前瞻性聲明。

​

此處包含的前瞻性聲明基於管理層當前的預期。由於其他因素，實際結果可能與前瞻性聲明中表達的結果不同，包括本季度10-Q報告中其他條款1A中提及的因素。「風險因素」。儘管我們認爲前瞻性聲明中反映的預期是合理的，但我們無法保證未來結果、表現或成就。我們前瞻性聲明中反映的事件和情況可能無法實現或發生，實際結果可能與前瞻性聲明中預測的結果有實質性不同。此外，我們在不斷髮展的環境中運營。新的風險因素和不確定性可能不時出現，管理層無法預測所有風險因素和不確定性。由於這些因素，我們無法向您保證本季度10-Q報告中的前瞻性聲明將被證明是準確的。除非適用法律要求，我們不打算公開更新或修訂本季度10-Q報告中包含的任何前瞻性聲明，無論是由於任何新信息、未來事件、變化的情況還是其他原因。

​

請全面閱讀此Form 10-Q季度報告，並理解我們未來實際結果可能會與預期大不相同。我們通過這些警告性聲明對所有前瞻性聲明進行限定。

​

業務概況

Desktop Metal正在開拓新一代集中在Additive Manufacturing 2.0的增材製造技術，專注於體積生產終端用途零部件。我們提供一套綜合的集成增材製造解決方案組合，包括硬件、軟件、材料和服務，支持金屬、聚合物、彈性體、陶瓷、沙子、複合材料和生物兼容材料。我們的解決方案跨越產品生命週期的應用案例，從產品開發到批量生產和售後運營，涵蓋汽車、醫療保健和牙科、消費品、重工業、航空航天、機械設計和研發等多個行業，.

我們繼續致力於研究和開發。自2015年成立以來，我們投入了大量資源進行研究和開發，致力於構建一個廣泛的專有和差異化技術組合，專注於使增材製造成爲易於使用、經濟且可擴展的解決方案。這些技術代表了我們未來產品推出的基石，對提升我們現有產品提供支持至關重要，並得到了800多項專利或待申請專利的支持。我們的增材製造平台利用這些技術生產工具和終端零部件，使企業能夠通過覆蓋價格點、吞吐量水平和運行環境的一系列解決方案來實現他們的特定目標。.

我們的產品平台相對於競爭性增材製造系統具有幾個關鍵優勢，包括突破性的打印速度、具有競爭力的零部件成本、易於訪問的工作流程和軟件、一站式解決方案以及支持廣泛的合格材料庫，銷售這些材料代表來自我們增材製造解決方案的客戶的循環收入來源，同時還包括系統耗材和其他服務，如安裝、培訓和技術支持。由於這些優勢，我們的解決方案降低了採用增材製造的障礙，並解鎖了傳統制造通常具有成本和量優勢的新應用領域。在打印機、零件和材料方面，我們打算繼續投資，推進我們當前的技術組合，並開發新技術，使我們能夠爲更廣泛的客戶群提供服務並進入新的垂直市場，從而擴大我們的可尋址市場並推動對Additive Manufacturing 2.0的採用。.

我們通過市場營銷和銷售我們的增材製造2.0解決方案來利用我們在技術創新和產品開發方面的核心競爭力，通過領先的全球分銷網絡進行管理和推廣，這個網絡由覆蓋全球40多個國家的銷售和分銷專業人員組成，他們在數字製造技術方面擁有數十年的經驗，與我們自己的內部銷售和營銷團隊一起工作，以在一系列行業和價格點上推廣和銷售產品。我們正在擴大銷售能力和推廣市場。

32

目錄

在全球各地進行交易所。同樣，我們的內部製造和供應鏈團隊與內部工程部門和第三方代工廠商合作，在商業化和大量商業貨物發貨方面進行規模化初步原型。通過我們的混合分銷和製造方式，我們可以全球市場大規模生產、賣出和服務我們的產品，在執行我們的策略時實現實質性的營運槓桿.

我們的專有技術解決方案還爲產品零部件提供了基礎，我們直接爲客戶製造部件並專注於關鍵應用和垂直領域，其中，與傳統制造相比，增材製造可以在設計、性能、成本和供應鏈優勢方面提供顯著的優勢。這些提供將使我們能夠爲客戶提供更全面的解決方案套件，並推動我們增材製造 2.0 的加速採用

我們跨越選擇的高價值生產應用提供解決方案，我們將其稱爲「殺手級應用」，包括但不限於 醫療和牙科設備，以及流體動力系統。我們認爲這些提供不僅將創造高邊際營收流，而且還將促進我們增材製造系統的規模化銷售線索生成，併爲使用新材料的高性能和專業應用鋪平道路，提前介紹更廣泛的市場.

運營結果

在截至2024年9月30日的三個月和九個月內，我們分別認定了3640萬美元和11590萬美元的營業收入，並分別錄得了3540萬美元和19100萬美元的淨虧損。在截至2024年9月30日的九個月期間，我們用於經營活動的現金爲5340萬美元，期末現金及現金等價物爲3060萬美元，流動負債爲6120萬美元

最近的發展

與nano dimension有限公司提出的合併建議

2024年7月2日，我們與以色列公司Nano Dimension Ltd.（「Nano」）和Nano US I, Inc.，Delaware州的一家公司及Nano的間接全資子公司（「Merger Sub」）簽訂了《合併協議和計劃》（「合併協議」），根據合併協議，Merger Sub將與公司合併，公司作爲Nano的間接全資子公司存續（「合併」）。在合併結束後（「結束」），公司的A類普通股（如下所示），將從紐約證券交易所退市，並根據1934年修正的《交易法》註銷登記。

根據合併協議中規定的條款和條件，在合併的有效時間（「有效時間」），公司的每一股A類普通股，每股面值$0.0001的股份（「A類普通股」）（除（i）公司持有的優先股，面值$0.0001的股份（「優先股」），（ii）公司作爲庫存或由公司的子公司，Nano或Merger Sub直接持有的股份，及（iii）股東持有的有權，並已根據特拉華州普通公司法第262節要求對這些股份適用評估程序的A類普通股份進行轉換，根據合併協議定義，這些股份稱爲「異議股份」）將自動轉換爲以每股$5.50美元（「每股合併考慮」）的現金金額，不含利息，根據下調調整，金額調整金額”的數額相等（「考慮調整金額」），等於橋貸款設施（如下定義）的總未償本金與未支付利息，截至結束之日，除以$2.5 million，乘以0.10美元（在任何情況下，按照（x）進行的調整不得超過0.80美元），再加上超額股票交易費用（合併協議中定義），截至合併結束日尚未支付的所有公司交易費用除以250萬美元，乘以0.10美元（在任何情況下，按照（y）進行的調整不得超過0.60美元），再加上如果公司的某些高管在結束前不簽訂解僱信函協議，則爲0.0325美元。在有效時間，每股優先股，每股異議股份，轉換爲接收每股合併考慮的權利，每股A類普通股，將被取消並停止存在，以前代表這些A類普通股的證書此後將僅代表接收每股合併考慮的權利。

我們的股東已在2024年10月2日召開的股東特別會議上批准了合併。 合併需獲得必要的監管批准以及其他習慣的收盤條件。

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Table of Contents

Reverse Stock Split

On June 11, 2024, the Company effected a 1-for-10 reverse stock split of the Company’s common stock. All shares of the Company’s common stock, stock-based instruments and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented.

Strategic Integration and Cost Optimization Initiatives

On June 10, 2022, the Board of Directors approved a strategic integration and cost optimization initiative that included a global workforce reduction, facilities consolidation, and other operational savings measures (the “2022 Initiative”). The purpose of the 2022 Initiative was to streamline our operational structure, reduce our operating expenses and manage our cash flows. On January 31, 2023, we committed to additional actions to continue and expand the 2022 Initiative. These additional actions include closing and consolidating select locations in the United States and Canada and reducing our workforce by an additional 15%, prioritizing investments and operations in line with near-term revenue generation, positioning us to achieve our long-term financial goals.

The 2022 Initiative was complete as of December 31, 2023. In connection with the 2022 Initiative, we incurred total pre-tax restructuring charges of $6.6 million, including one-time termination benefits and associated costs, inventory write-offs, lease termination and equipment exit costs, and contract termination costs. As a result of the 2022 Initiative, we realized $20.7 million in cost savings in the second half of 2022 and we completed our stated goal of $100 million annualized cost savings in 2023.

In connection with the 2022 Initiative, during the year ended December 31, 2023, we sold the Troy, Michigan and the North Huntingdon, Pennsylvania facilities for a combined $6.9 million in proceeds, and recorded an immaterial loss on the sale of the facilities in the condensed consolidated statements of operations. During the year ended December 31, 2023, we closed four other facilities in connection with the 2022 Initiative. On September 29, 2023, in connection with the 2022 Initiative, we completed the sale of Aerosint SA to Schaeffler AG. As a result of the sale, we recognized a goodwill impairment charge of $2.5 million and impairment charges of $6.9 million related to the asset group value, which includes $2.6 million of cumulative foreign currency translation adjustment expense, during the year ended December 31, 2023. We will continue to work with Schaeffler on developing the technology for binder jet 3D printing, where we retain an option for commercial use.

On January 22, 2024, we committed to a strategic integration and cost optimization initiative (the “2024 Initiative”) that includes a global workforce reduction of approximately 20%, facilities consolidation, product rationalization and other operational savings measures. We have commenced workforce reductions in the United States and are reviewing workforce changes in other countries, the timing of which will vary according to local regulatory requirements. In connection with the 2024 Initiative, we approved a plan to sell a facility in St. Clairesville, Ohio as well as related equipment in the facility. During the year ended December 31, 2023, we incurred restructuring charges related to the 2024 Initiative of $30.9 million, primarily including $26.5 million of inventory write-offs. As a result of the 2024 Initiative, we anticipate at least $50 million of aggregate annualized cost savings resulting in sequential cost reductions across the first half of 2024. The Company anticipates that the 2024 Initiative will be substantially complete by the end of 2024.

​

During the three and nine months ended September 30, 2024, we recorded restructuring charges of $1.8 million and $3.9 million, respectively, related to employee severance, benefits and related costs, inventory write-offs, royalty expenses associated with discontinued product offerings, and facility consolidations in connection with the 2024 Initiative and the 2022 Initiative. During the three and nine months ended September 30, 2023, we recorded restructuring charges of $0.1 million and $6.6 million, respectively, related to employee severance, benefits and related costs, inventory write-offs, royalty expenses associated with discontinued product offerings, and facility consolidations in connection with the 2024 Initiative and the 2022 Initiative.

​

On March 14, 2024, following a comprehensive review of our operating plan, the Board of Directors approved an additional cost reduction plan that includes a review of strategic alternatives for our photopolymer business and a review of other potential cost saving actions (the “Photopolymer Initiative”). We explored alternatives for the photopolymer business, which may include divestitures, curtailment of investment or winding down of the business. As part of the Photopolymer Initiative, we assumed a shortened useful life on certain assets, including fixed assets, intangibles, and right of use assets, related to the photopolymer business and recorded $68.3 million and $80.3 million in incremental depreciation and amortization as restructuring charges for the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2024, we recorded restructuring

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Table of Contents

charges of $0.4 million and $1.3 million, respectively, related to employee severance and facility consolidations in connection with the Photopolymer Initiative.

For all committed restructuring activities under the Photopolymer Initiative, the Company now expects to incur total pre-tax restructuring charges of $82.1 million to $82.5 million, which includes the following charges:

●$80.3 million of incremental depreciation and amortization, which was incurred during the nine months ended September 30, 2024;
●between $1.5 million and $1.7 million of one-time termination benefits and associated costs, which includes the $1.3 million incurred during the nine months ended September 30, 2024; and
●between $0.3 million and $0.5 million of lease termination and equipment exit costs.

The total estimated charges are expected to result in between $0.5 million and $0.9 million of future cash expenditures. The Company no longer expects to incur non-cash impairment charges related to long-lived assets in connection with the Photopolymer Initiative. The ranges of charges described above are estimates, and actual amounts may be materially different from these estimates.

Termination of Merger with Stratasys Ltd.

On May 25, 2023, we entered into an Agreement and Plan of Merger (the “Stratasys Merger Agreement”), by and among Stratasys Ltd. (“Stratasys”), Tetris Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Stratasys (“Stratasys Merger Sub”) and the Company, pursuant to which Stratasys Merger Sub was to merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Stratasys (the “Stratasys Merger”).

The Stratasys Merger was subject to approval by shareholders of Stratasys and Desktop Metal. At an extraordinary general meeting of shareholders of Stratasys held on September 28, 2023, Stratasys shareholders did not approve the proposal related to the Stratasys Merger Agreement. Accordingly, on September 28, 2023, Stratasys sent Desktop Metal a notice of termination of the Stratasys Merger Agreement. As a result, and under the terms of the Stratasys Merger Agreement, Stratasys paid $10.0 million to Desktop Metal for reimbursement of expenses, which is included in general and administrative expenses in the condensed consolidated statements of operations. The termination fee was paid on October 6, 2023.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on many factors that present significant opportunities for us, but also pose risks and challenges, including those discussed below and in “Risk Factors” section of this Quarterly Report on Form 10-Q.

Adoption of our Additive Manufacturing Solutions

We believe the world is at an inflection point in the adoption of additive manufacturing solutions and that we are well-positioned to take advantage of this opportunity across an array of industries due to our proprietary technologies and global distribution capabilities. We expect that our results of operations, including revenue and gross margins, will fluctuate for the foreseeable future as businesses continue to shift away from conventional manufacturing processes towards additive manufacturing for end-use parts. Our turnkey and volume production solutions are designed to empower businesses to realize the full benefits of additive manufacturing at-scale, including geometric and design flexibility, mass customization and supply chain engineering, among others. The degree to which potential and current customers recognize these benefits and invest in our solutions will affect our financial results.

Pricing, Product Cost and Margins

We offer customers a range of additive manufacturing solutions spanning multiple price points, materials, throughput levels, operating environments, and technologies to enable them to find the solution that achieves their specific goals. Pricing for these products may vary by region due to market-specific supply and demand dynamics and product lifecycles, and sales of certain products have, or are expected to have, higher gross margins than others. As a result, our financial performance depends, in part, on the mix of

35

Table of Contents

products we sell during a given period. In addition, we are subject to price competition, and our ability to compete in key markets will depend on the success of our investments in new technologies and cost improvements as well as our ability to efficiently and reliability introduce cost-effective additive manufacturing solutions for our customers.

Continued Investment and Innovation

We believe that we are a leader in mass production and turnkey additive manufacturing solutions, offering breakthrough technologies that enable high throughput and ease‑of‑use through our broad product portfolio. Our performance is significantly dependent on the investment we make in our research and development efforts and on our ability to be at the forefront of the additive manufacturing industry. It is essential that we continually identify and respond to rapidly evolving customer requirements, develop and introduce innovative new products, enhance existing products and generate customer demand for our solutions. We believe that investment in our additive manufacturing solutions will contribute to long‑term revenue growth, but it may adversely affect our near‑term profitability.

Commercial Launch of Products

We continually invest in the development of new products and enhancements to existing products to meet constantly evolving customer demands, and during recent months, we launched a number of new products. Prior to commercialization of new products, we must complete final testing, procurement, and manufacturing ramp up of these products in-house or at our third-party contract manufacturers, as applicable. Any delays in successful completion of these steps may impact our ability to generate revenue from these products.

Acquisitions and Transaction-Related Costs

Our growth relies heavily on the successful integration of acquired companies, including our ability to realize the anticipated business opportunities from combining operations in an efficient and effective manner. We expect that the results of our operations will fluctuate as we continue to integrate these businesses, and the technologies, products, and services that they offer. Additionally, our results of operations will be impacted by non-recurring transaction-related costs, including integration costs, severance costs and other costs associated with these acquisitions.

Macroeconomic Conditions

The current macroeconomic environment is impacting our customers financially and operationally. Customers and potential customers are facing significant financial pressure as supply chain constraints and inflation drive up operating costs and rising interest rates make access to credit more expensive. In recent months, the consumer price index has increased substantially. In addition, during inflationary periods, interest rates have historically increased. In March 2022, the Federal Reserve began to raise interest rates in an effort to curb inflation. As a consequence of these financial pressures, some customers may be lowering their capital investment plans and tightening their operational budgets, which may result in extended sales cycles, delayed purchasing decisions, and pricing pressure for our solutions. Higher interest rates may also impact our ability to obtain debt financing at attractive rates. We experienced a decline in revenue the first two quarters of 2024 due to the negative impact of customers delaying purchase decisions amidst an uncertain macroeconomic backdrop and delays in capital expenditures.

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Table of Contents

Results of Operations

Comparison of the three months ended September 30, 2024, and September 30, 2023

Revenue

The following table presents the revenue of each of our revenue streams, as well as the percentage of total revenue and change from the prior year.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Three Months Ended September 30, 

    

​

    

​

    

    

 

​

​

2024

    

​

2023

    

​

Change in Revenues

 

(Dollars in thousands)

    

Revenue

    

% of Total

    

    

Revenue

    

% of Total

    

    

$

    

%

 

Products Revenue

​

$

31,939

​

88

%

​

$

37,502

​

88

%

​

$

(5,563)

​

(15)

%

Services Revenue

 

​

4,466

 

12

%

​

​

5,248

 

12

%

​

​

(782)

 

(15)

%

Total Revenue

​

$

36,405

 

100

%

​

$

42,750

 

100

%

​

$

(6,345)

 

(15)

%

​

Total revenue for the three months ended September 30, 2024 and 2023 was $36.4 million and $42.8 million, respectively, a decrease of $6.4 million, or 15%. Products revenue decreased primarily due to a reduction in units shipped during the third quarter of 2024, driven by the macroeconomic conditions impacting the additive manufacturing industry described above.

The following table presents revenue by geographic region, as well as the percentage of total revenue and change from the prior period.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Three Months Ended September 30, 

​

​

​

​

​

​

 

​

    

2024

    

​

2023

    

​

Change in Revenues

 

(Dollars in thousands)

    

Revenue

    

% of Total

    

​

Revenue

    

% of Total

    

​

$

    

%

​

Americas

​

$

23,385

​

64

%

​

$

28,456

​

66

%

​

$

(5,071)

​

(18)

%

EMEA (Europe, the Middle East and Africa)

 

​

8,656

 

24

%

​

​

10,061

 

24

%

​

 

(1,405)

​

(14)

%

APAC (Asia‑Pacific)

 

​

4,364

 

12

%

​

​

4,233

 

10

%

​

 

131

​

3

%

Total Revenue

​

$

36,405

 

100

%

​

$

42,750

 

100

%

​

$

(6,345)

​

(15)

%

​

Total revenue decreased during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due to decreases in unit shipments across all regions.

Cost of Sales

Total cost of sales during the three months ended September 30, 2024 and 2023 was $33.2 million and $40.8 million, respectively, a decrease of $7.6 million or 19%. The decrease in cost of sales is driven by lower shipment of units as well as reduced payroll expense from workforce reductions, reduced facility expenses, and lower freight costs in connection with the Initiatives described above.

Gross Profit and Gross Margin

The following table presents gross profit by revenue stream, as well as change in gross profit dollars from the prior period.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended September 30, 

​

Change in Gross

 

​

​

2024

    

2023

​

Profit

 

(Dollars in thousands)

 

Gross Profit

 

$

​

%

​

Products

​

$

1,977

​

$

327

​

$

1,650

​

505

%

Services

​

 

1,184

​

 

1,597

​

 

(413)

​

(26)

%

Total

​

$

3,161

​

$

1,924

​

$

1,237

​

64

%

​

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Table of Contents

Total gross profit during the three months ended September 30, 2024 and 2023 was $3.2 million and $1.9 million, respectively. The increase in gross profit of $1.3 million was driven by reduced payroll expenses and other cost savings as part of the Initiatives described above.

The following table presents gross margin by revenue stream, as well as the change in gross margin from the prior period.

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended September 30, 

​

 Change in Gross Margin

 

​

​

2024

​

2023

​

Percentage

​

​

​

​

​

Gross Margin

​

 Points

​

%

 

Products

​

6

%  

1

%  

0.05

 

500

%

Services

​

27

%  

30

%  

(0.03)

 

(10)

%

Total

​

9

%  

5

%  

0.04

 

80

%

​

Total gross margin for the three months ended September 30, 2024 and 2023 was 9% and 5%, respectively. Gross margin increased period over period driven by less amortization recorded in the current period due to intangibles associated with the photopolymer business being fully amortized prior to the current period.

Research and Development

Research and development expenses during the three months ended September 30, 2024 and 2023 were $11.5 million and $20.5 million, respectively, a decrease of $9.0 million, or 44%. The decrease in research and development expenses was largely due to a decrease in stock compensation expense of $1.8 million compared to the same quarter in 2023 and a reduction in payroll expense of $4.4 million and consulting services expenses of $1.7 million, associated with the Initiatives described above.

Sales and Marketing

Sales and marketing expenses during the three months ended September 30, 2024 and 2023 were $8.1 million and $8.5 million, respectively, a decrease of $0.4 million, or 5%. The decrease was driven by reductions in payroll expense, stock compensation expense, marketing spend, and amortization associated with savings in connection with the Initiatives described above.

General and Administrative

General and administrative expenses during the three months ended September 30, 2024 and 2023 were $17.3 million and $9.5 million, respectively, an increase of $7.8 million, or 82%. The decrease in general and administrative expenses was driven by decreases in accounting, auditing, and legal fees, payroll expense, and stock compensation expense associated with savings in connection with the Initiatives described above.

Interest Expense

Interest expense during the three months ended September 30, 2024 and 2023 was $1.7 million and $1.0 million, respectively.

Interest and Other Expense, Net

Interest and other expense, net during the three months ended September 30, 2024 and 2023 was ($0.2) million and $0.3 million, respectively.

Income Taxes

We recorded an income tax expense of $0.3 million during the three months ended September 30, 2024, compared to an income tax benefit of $0.1 million during the three months ended September 30, 2023. The increase in expense was primarily due to an increase in expected tax expense in non-U.S. jurisdictions during the three months ended September 30, 2024.

​

We have provided a valuation allowance for all of our deferred tax assets as a result of our historical net losses in the jurisdictions in which we operate, except for Japan and Germany. We continue to assess our future taxable income by jurisdiction based on our

38

Table of Contents

recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to enact in future periods, and the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.

​

Comparison of the nine months ended September 30, 2024 and 2023

Revenue

​

The following table presents the revenue of each of our revenue streams, as well as the percentage of total revenue and change from the prior year.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended September 30, 

    

​

 

​

​

2024

​

2023

​

Change in Revenues

 

(Dollars in thousands)

    

Revenue

    

% of Total

    

Revenue

    

% of Total

    

$

    

%

 

Products Revenue

​

$

98,981

​

85

%  

$

121,597

​

89

%  

$

(22,616)

​

(19)

%

Services Revenue

 

​

16,956

 

15

%  

​

15,755

 

11

%  

 

1,201

​

8

%

Total Revenue

​

$

115,937

 

100

%  

$

137,352

 

100

%  

$

(21,415)

​

(16)

%

​

Total revenue for the nine months ended September 30, 2024 and 2023 was $115.9 million and $137.4 million, respectively, a decrease of $21.5 million, or 16%. Products revenue decreased primarily due to a reduction in units shipped during the first three quarters of 2024 driven by the macroeconomic conditions impacting the additive manufacturing industry described above. The decrease in revenue was partially offset by an increase in Services revenue. Services revenue increased approximately 8% during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to an increase in support and installation revenue from shipments during recent periods.

​

The following table presents revenue by geographic region, as well as the percentage of total revenue and change from the prior period.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended September 30, 

​

​

 

​

​

2024

​

2023

​

Change in Revenues

 

(Dollars in thousands)

    

Revenue

    

% of Total

    

Revenue

    

% of Total

    

$

    

%

 

Americas

​

$

75,848

 

65

%  

$

87,952

 

64

%  

$

(12,104)

​

(14)

%

EMEA

​

 

28,536

 

25

%  

 

36,509

 

27

%  

 

(7,973)

​

(22)

%

APAC

​

 

11,553

 

10

%  

 

12,891

 

9

%  

 

(1,338)

​

(10)

%

Total Revenue

​

$

115,937

 

100

%  

$

137,352

​

100

%

$

(21,415)

​

(16)

%

​

Total revenue decreased during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due to decreases in unit shipments across all regions.

Cost of Sales

Total cost of sales during the nine months ended September 30, 2024 and 2023 was $147.2 million and $130.7 million, respectively, an increase of $16.5 million or 13%. The increase in cost of sales is driven by incremental amortization recorded in connection with the Photopolymer Initiative offset by reduced payroll expense from workforce reductions, reduced facility expenses, and lower freight costs in connection with the Initiatives described above.

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Table of Contents

Gross Profit and Gross Margin

The following table presents gross profit by revenue stream, as well as change in gross profit dollars from the prior period.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended September 30, 

​

Change in Gross

 

​

​

2024

    

2023

​

 Profit

 

(Dollars in thousands)

    

Gross Profit (Loss)

    

$

    

%

 

Products

​

$

(37,209)

​

$

2,307

​

$

(39,516)

​

(1,713)

%

Services

​

 

5,975

​

 

4,342

​

 

1,633

​

38

%

Total

​

$

(31,234)

​

$

6,649

​

$

(37,883)

​

(570)

%

​

Total gross profit during the nine months ended September 30, 2024 and 2023 was ($31.2) million and $6.6 million, respectively. The decrease in gross profit of ($37.8) million was driven by incremental amortization recorded in connection with the Photopolymer Initiative offset by reduced payroll expenses and other cost savings as part of the Initiatives described above.

The following table presents gross margin by revenue stream, as well as the change in gross margin from the prior period.

​

​

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended September 30, 

     

Change in Gross Margin

​

​

    

2024

​

2023

    

Percentage 

    

​

​

​

    

Gross Margin

     

Points

    

%

​

Products

 

(38)

%  

2

%  

(0.40)

 

(2,000)

%

Services

 

35

%  

28

%  

0.07

 

25

%

Total

 

(27)

%  

5

%  

(0.32)

 

(640)

%

​

Total gross margin for the nine months ended September 30, 2024 and 2023 was (27)% and 5%, respectively. Gross margin decreased period over period primaly due to incremental amortization in connection with the Photopolymer Initiatives described above, as well as revenue reduction.

Research and Development

Research and development expenses during the nine months ended September 30, 2024 and 2023 were $48.5 million and $64.8 million, respectively, a decrease of $16.3 million, or 25%. The decrease in research and development expenses was largely due to a decrease in stock compensation expense of $4.8 million and a decrease in payroll expense of $11.1 million compared to the same period in 2023, associated with the Initiative described above.

Sales and Marketing

Sales and marketing expenses during the nine months ended September 30, 2024 and 2023 were $45.0 million and $28.6 million, respectively, an increase of $16.4 million, or 57%. The increase in sales and marketing expenses was driven by incremental amortization recorded in connection with the Photopolymer Initiative. This was partially offset by reductions in payroll expense, stock compensation expense, marketing spend, and amortization associated with savings in connection with the Initiatives described above.

General and Administrative

General and administrative expenses during the nine months ended September 30, 2024 and 2023 were $59.7 million and $50.7 million, respectively, an increase of $9.0 million, or 18%. The increase in general and administrative expenses was driven by incremental amortization and depreciation recorded in connection with the Photopolymer Initiative, partially offset by decreases in accounting, auditing, and legal fees, payroll expense, and stock compensation expense associated with workforce reductions in connection with the Initiatives described above.

Interest Expense

Interest expense during the nine months ended September 30, 2024 and 2023 was $4.9 million and $3.0 million, respectively.

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Interest and Other Expense, Net

Interest and other expense, net during the nine months ended September 30, 2024 and 2023 was $1.3 million and ($0.5) million, respectively. The increase in expense during the nine months ended September 30, 2024 is attributable to foreign currency transaction losses.

Income Taxes

We recorded an income tax expense of $0.4 million during the nine months ended September 30, 2024, compared to an income tax benefit of $0.7 million during the nine months ended September 30, 2023. The increase in expense was primarily due to an increase in expected tax expense in non-U.S. jurisdictions during the nine months ended September 30, 2024.

We have provided a valuation allowance for all of our deferred tax assets as a result of our historical net losses in the jurisdictions in which we operate, except for Japan and Germany. We continue to assess our future taxable income by jurisdiction based on our recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to enact in future periods, and the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.

​

Non-GAAP Financial Information

In addition to our results determined in accordance with GAAP, we believe the below non-GAAP financial measures are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

The non-GAAP financial information excludes, as applicable, stock-based compensation expense, amortization of acquired intangible assets, restructuring expenses, acquisition-related and other transactional charges, inventory step-up, in-process research and development assets acquired, goodwill impairment, change in fair value of investments and change in fair value of warrant liability. These items are normally included in the comparable measures calculated and presented in accordance with GAAP. Our management excludes these items when evaluating our ongoing performance and/or evaluating earnings potential, and therefore excludes them when presenting non-GAAP financial measures. Management uses non-GAAP financial measures to supplement our GAAP results.

Stock-based compensation is a non-cash expense relating to stock-based awards issued to executive officers, employees, and outside directors, consisting of options and restricted stock units. We exclude this expense because it is a non-cash expense and we assess our internal operations excluding this expense and believe it facilitates comparisons to the performance of other companies in our industry.

Amortization of acquired intangible assets is a non-cash expense that is impacted by the timing and magnitude of our acquisitions. We believe the assessment of our operations excluding these costs is relevant to an understanding of internal operations and to comparisons with the performance of other companies in our industry.

Restructuring expenses are costs related to strategic integration and cost optimization initiatives which include global workforce reductions, facilities consolidation, and other operational savings measures. We believe the assessment of our operations excluding these costs is relevant to an understanding of internal operations and to comparisons with the performance of other companies in our industry.

Acquisition-related and integration costs are direct costs related to potential and completed acquisitions, including transaction fees, due diligence costs, severance, professional fees, and integration activities. Other transactional charges include third-party costs related to structuring unusual transactions. The occurrence and amount of these costs will vary depending on the timing and size of acquisitions. We believe excluding acquisition-related costs facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

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Table of Contents

Inventory step-up are adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition. These adjustments are booked to cost of sales. The occurrence and amount of these adjustments will vary depending on the timing and size of acquisitions. We believe excluding inventory step-up adjustments facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Change in fair value of investments is a non-cash gain or loss impacted by the change in fair value of convertible debt instruments and the equity investment. We believe the assessment of our operations excluding this activity is relevant to an understanding of internal operations and to comparisons with the performance of other companies in our industry.

Goodwill impairment is a non-cash charge to write down the carrying amount of goodwill following a quantitative impairment assessment where it was determined that the estimated fair value of the reporting unit was less than its carrying amount. We believe the assessment of our operations excluding this charge is relevant to an understanding of internal operations and to comparisons with the performance of other companies in our industry.

Impairment charges is a non-cash charge related to certain held for sale assets during the period that were tested for recoverability and determined to be impaired. We believe the assessment of our operations excluding this charge is relevant to an understanding of internal operations and to comparisons with the performance of other companies in our industry.

We use the below non-GAAP financial measures, and we believe that they assist our investors, to make period-to-period comparisons of our operational performance because they provide a view of our operating results without items that are not, in our view, indicative of our core operating results. We believe that these non-GAAP financial measures help illustrate underlying trends in our business, and we use the measures to establish budgets and operational goals for managing our business and evaluating our performance. We believe that providing non-GAAP financial measures also affords investors a view of our operating results that may be more easily compared to the results of other companies in our industry that use similar financial measures to supplement their GAAP results.

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Table of Contents

The items excluded from the non-GAAP financial measures often have a material impact on our financial results and such items often recur. Accordingly, the non-GAAP financial measures included in this Quarterly Report on Form 10-Q should be considered in addition to, and not as a substitute for, the comparable measures prepared in accordance with GAAP. The following tables reconcile each of these non-GAAP financial measures to its most closely comparable GAAP measure in our financial statements for the three and nine months ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

(Dollars in thousands)

​

2024

    

2023

​

2024

​

2023

GAAP gross margin

​

$

3,161

​

$

1,924

​

$

(31,234)

​

$

6,649

Stock-based compensation included in cost of sales(1)

​

​

459

​

​

517

​

​

1,502

​

​

1,787

Amortization of acquired intangible assets included in cost of sales

​

​

5,029

​

​

6,889

​

​

62,050

​

​

20,744

Restructuring expense in cost of sales

​

​

1,785

​

​

16

​

​

39,328

​

​

3,221

Acquisition-related and integration costs included in cost of sales

​

​

206

​

​

—

​

​

572

​

​

913

Non-GAAP gross margin

​

$

10,640

​

$

9,346

​

$

72,218

​

$

33,314

​

​

​

​

​

​

​

​

​

​

​

​

​

GAAP operating loss

​

$

(33,722)

​

$

(45,120)

​

$

(184,438)

​

$

(145,954)

Stock-based compensation(2)

​

​

5,719

​

​

7,683

​

​

20,054

​

​

26,699

Amortization of acquired intangible assets

​

​

6,255

​

​

10,398

​

​

93,233

​

​

31,297

Restructuring expense(3)

​

​

2,218

​

​

142

​

​

16,435

​

​

6,610

Acquisition-related and integration costs

​

​

4,768

​

​

(5,452)

​

​

8,073

​

​

3,313

Goodwill impairment

​

​

—

​

​

2,450

​

​

—

​

​

2,450

Impairment charges

​

​

—

​

​

6,062

​

​

—

​

​

6,062

Non-GAAP operating loss

​

$

(14,762)

​

$

(23,837)

​

$

(46,643)

​

$

(69,523)

​

​

​

​

​

​

​

​

​

​

​

​

​

GAAP net loss

​

$

(35,448)

​

$

(46,373)

​

$

(190,986)

​

$

(148,742)

Stock-based compensation(2)

​

​

5,719

​

​

7,683

​

​

20,054

​

​

26,699

Amortization of acquired intangible assets

​

​

6,255

​

​

10,398

​

​

93,233

​

​

31,297

Restructuring expense(3)

​

​

2,218

​

​

142

​

​

16,435

​

​

6,610

Acquisition-related and integration costs

​

​

4,768

​

​

(5,452)

​

​

8,073

​

​

3,313

Goodwill impairment

​

​

—

​

​

2,450

​

​

—

​

​

2,450

Impairment charges

​

​

—

​

​

6,062

​

​

—

​

​

6,062

Change in fair value of investments

​

​

786

​

​

775

​

​

2,600

​

​

1,061

Non-GAAP net loss

​

$

(15,702)

​

$

(24,315)

​

$

(50,591)

​

$

(71,250)

(1) Includes immaterial liability-award stock-based compensation expense for the three and nine months ended September 30, 2024, respectively. Includes ($0.1) million and $0.3 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2023, respectively.

(2) Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2024, respectively. Includes $(0.7) million and $2.2 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2023, respectively.

(3) Includes $0 and $4.3 million of depreciation classified as restructuring charges for the three and nine months ended September 30, 2024, respectively.

​

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Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

(Dollars in thousands)

​

2024

    

2023

​

2024

    

2023

GAAP operating expenses

    

$

36,883

​

$

47,044

​

$

153,204

​

$

152,603

Stock-based compensation included in operating expenses(1)

​

​

(5,260)

​

​

(7,166)

​

​

(18,552)

​

​

(24,912)

Amortization of acquired intangible assets included in operating expenses

​

​

(1,226)

​

​

(3,509)

​

​

(31,183)

​

​

(10,553)

Restructuring expense included in operating expenses

​

​

(433)

​

​

(126)

​

​

22,893

​

​

(3,389)

Acquisition-related and integration costs included in operating expenses

​

​

(4,562)

​

​

5,452

​

​

(7,501)

​

​

(2,400)

Goodwill impairment

​

​

—

​

​

(2,450)

​

​

—

​

​

(2,450)

Impairment charges

​

​

—

​

​

(6,062)

​

​

—

​

​

(6,062)

Non-GAAP operating expenses

​

$

25,402

​

$

33,183

​

$

118,861

​

$

102,837

(1) Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2024, respectively. Includes $(0.6) million and $1.9 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2023, respectively.

​

We define “EBITDA” as net loss plus net interest income, provision for income taxes, depreciation, and amortization expense.

We define “Adjusted EBITDA” as EBITDA adjusted for change in fair value of investments, inventory step-up adjustment, stock-based compensation expense, restructuring expense, goodwill impairment and acquisition-related and integration costs.

We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing, capital expenditures, and non-cash expenses such as stock-based compensation and warrants, and provides investors with a means to compare our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA and Adjusted EBITDA that we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these measures, especially Adjusted EBITDA, may not be comparable to other similarly titled measures computed by other companies because not all companies calculate these measures in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

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Table of Contents

The following table reconciles net loss to EBITDA and Adjusted EBITDA during the three and nine months ended September 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

    

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

(Dollars in thousands)

​

2024

    

2023

    

2024

    

2023

Net loss attributable to common stockholders

​

$

(35,448)

​

$

(46,373)

​

$

(190,986)

​

$

(148,742)

Interest expense

​

​

1,690

​

​

1,045

​

 

4,871

​

 

2,965

Income tax benefit (expense)

​

​

264

​

​

(141)

​

 

411

​

 

(675)

Depreciation and amortization (2)

​

​

6,255

​

​

13,357

​

 

102,298

​

 

40,322

EBITDA

​

​

(27,239)

​

​

(32,112)

​

 

(83,406)

​

 

(106,130)

Change in fair value of investments

​

​

786

​

​

775

​

​

2,600

​

​

1,061

Stock-based compensation expense(1)

​

​

5,719

​

​

7,683

​

 

20,054

​

 

26,699

Restructuring expense (2)

​

​

2,218

​

​

142

​

​

12,105

​

​

6,610

Goodwill impairment

​

​

—

​

​

2,450

​

​

—

​

​

2,450

Impairment charges

​

​

—

​

​

6,062

​

​

—

​

​

6,062

Acquisition-related and integration costs

​

​

4,768

​

​

(5,452)

​

​

8,073

​

​

3,313

Adjusted EBITDA

​

$

(13,748)

​

$

(20,452)

​

$

(40,574)

​

$

(59,935)

​

(1) Includes no liability-award stock-based compensation expense and $0.5 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2024, respectively. Includes $(0.7) million and $2.2 million of liability-award stock-based compensation expense for the three and nine months ended September 30, 2023, respectively.

(2) In connection with the Photopolymer Initiative, we recorded incremental depreciation and amortization for the shortened useful life of various fixed assets and intangibles to restructuring charges. For the three and nine months ended September 30, 2024, we recorded incremental depreciation of $0 and $4.3 million, respectively, and incremental amortization of $0 and $71.1 million, respectively. These amounts are listed in the depreciation and amortization line.

​

Liquidity and Capital Resources

We have incurred a net loss in each of our annual periods since our inception, and we have an accumulated deficit of $1,823.2 million as of September 30, 2024. We incurred net losses $191.0 million and $148.7 million during the nine months ended September 30, 2024 and 2023, respectively. We expect to continue to incur additional losses and negative cash flows from operations in the near term. As of September 30, 2024, we had $30.6 million in cash and cash equivalents.

Since inception, we have received cumulative net proceeds from the Business Combination, the exercise of warrants, and the sale of our preferred and common stock of $973.4 million to fund our operations, and in May 2022 we received aggregate net proceeds of $111.4 million from the sale of 6.0% Convertible Senior Notes due 2027 as described below. As of September 30, 2024, our principal sources of liquidity were our cash and cash equivalents of $30.6 million which are principally invested in money market funds and fixed income instruments.

Pursuant to the Merger Agreement, Nano agreed to provide us with a multi-draw term loan credit facility in an aggregate principal amount not to exceed $20.0 million (the “Bridge Loan Facility”), which amount shall be available at our request at any time and from time to time after January 7, 2025, subject to a monthly borrowing cap and subject to the execution of definitive loan documents to be mutually agreed by us and Nano (the “Bridge Loan Documentation”). If executed, the Bridge Loan Documentation will reflect the terms and be subject to the conditions set forth on the Bridge Loan Term Sheet (attached to the Merger Agreement) or such terms as may otherwise be agreed in writing by us and Nano. We may, but are not obligated to, execute the Bridge Loan Documentation and borrow under the Bridge Loan Facility. The Bridge Loan Facility is intended to supplement the Company’s working capital and liquidity on an as-needed basis to bridge to the closing of the Merger.

In May 2022, we issued $115.0 million principal amount of our 6.0% Convertible Senior Notes due 2027 (“2027 Notes”). The 2027 Notes were issued pursuant to, and are governed by, an indenture, dated as of May 13, 2022, between us and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the purchase agreement between us and the initial purchasers of the Notes, we granted the initial purchasers an option to purchase up to an additional $15.0 million principal amount of 2027 Notes, which was exercised on May 19, 2022. We received aggregate net proceeds of $111.4 million from the sale of the 2027 Notes.

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Our material cash requirements have consisted of operating activities, research and development costs, purchase price for acquisitions, transaction costs and capital expenditures. While our cash expenditures increased in recent quarters in connection with the 2024 Initiative, and we expect the 2022 Initiative and the 2024 Initiative to reduce cash expenditures in the long term. As of September 30, 2024, we had lease payment obligations of $26.6 million, with $7.9 million payable within 12 months.

Capital expenditures for the nine months ended September 30, 2024, totaled $0.7 million and consisted primarily of lab equipment and leasehold improvements. As of September 30, 2024, we did not have any capital expenditures payable within 12 months. As of September 30, 2024, we had $30.6 million in cash and cash equivalents and no short term investments. Our future cash requirements will depend on many factors including our revenue, research and development efforts, investments in, complementary or enhancing technologies or businesses, the success of the 2024 Initiative, the timing and extent of additional capital expenditures to invest in existing and new facilities, the expansion of sales and marketing and the introduction of and demand for new products.

We expect to continue to incur net losses and negative cash flows from operations, particularly as we continue to invest in commercialization and new product development. We believe that our existing capital resources will be sufficient to support our operating plan and cash commitments into the first quarter of 2025. This belief is based on assumptions that may change as a result of many factors currently unknown to us. If we require additional financing before the Merger is completed, we will need to enter into the Bridge Loan Documentation and borrow under the Bridge Loan Facility, and if the Merger is not completed, we will need to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock, and we may need to do so sooner than we expect. If sources of financing are available, they may result in substantial dilution to our stockholders. There is no assurance that sources of financing will be available on a timely basis, or on satisfactory terms, or at all. If sources of financing are not available, we may be forced to seek protection from our creditors through bankruptcy proceedings, discontinue operations, or liquidate our assets, and we may receive less than the value at which those assets are carried on our unaudited interim financial statements. These conditions raise substantial doubt regarding our ability to continue as a going concern within one year after the date of the filing of this Quarterly Report. For additional information, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

We have enacted, and intend to continue to enact, cost savings measures to preserve capital. In June 2022, we announced a strategic integration and cost optimization initiative that included a global workforce reduction, facilities consolidation, and other operational savings measures (the “2022 Initiative”). On January 31, 2023, we committed to additional actions to continue and expand the 2022 Initiative. These additional actions included closing and consolidating select locations in the United States and Canada and reducing our workforce by an additional 15%, prioritizing investments and operations in line with near-term revenue generation, positioning us to achieve our long-term financial goals. As a result of the 2022 Initiative, we realized $20.7 million in cost savings in the second half of 2022 and we have completed our stated goal of $100 million annualized cost savings in 2023.

On January 22, 2024, we committed to a strategic integration and cost optimization initiative (the “2024 Initiative”) that includes a global workforce reduction of approximately 20%, facilities consolidation, product rationalization and other operational savings measures. We commenced workforce reductions in the United States and we are reviewing workforce changes in other countries, the timing of which will vary according to local regulatory requirements. As a result of the 2024 Initiative, we anticipate at least $50 million of aggregate annualized cost savings resulting in sequential cost reductions across the first half of 2024.

On March 14, 2024, following a comprehensive review of our operating plan, the Board of Directors approved an additional cost reduction plan that includes a review of strategic alternatives for our photopolymer business and a review of other potential cost saving actions (the “Photopolymer Initiative”). We explored alternatives for the photopolymer business, which may include divestitures, curtailment of investment or winding down of the business. As part of the Photopolymer Initiative, we assumed a shortened useful life on certain assets, including fixed assets, intangibles, and right of use assets, related to the photopolymer business and recorded $68.3 million and $80.3 million in incremental depreciation and amortization for the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2024, we recorded restructuring charges of $0.4 million and $1.3 million, respectively, related to employee severance and facility consolidations in connection with the Photopolymer Initiative.

We may undertake other potential specific initiatives to reduce our operating expenses and manage our cash flows. These initiatives could include disposing of certain of our assets, rationalizing our product portfolio, workforce adjustments based on changes to the business, manufacturing consolidation, improving our supply chain and logistics, improving our inventory management

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and consolidating certain of our facilities. These initiatives may not be successful, and they may not generate the cost savings we expect. Certain future events, such as a global recession, a material supply chain disruption or other events outside our control, may occur and could negatively impact our operating results and cash position and may require us to use our existing capital resources more quickly than we currently anticipate. These events may cause us to undertake additional cost savings measures or seek additional sources of financing. We also regularly evaluate opportunities to raise capital through the issuance of debt or equity, as well as potential strategic opportunities, including divestitures, entering into or exiting lines of business, business combinations, joint ventures, strategic alliances, strategic investments and other strategic transactions.

Cash Flows

Since inception, we have primarily used proceeds from the Business Combination, issuances of preferred stock and debt instruments to fund our operations and complete acquisitions. The following table sets forth a summary of cash flows for the nine months ended September 30, 2024, and 2023:

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended

​

​

September 30, 

(Dollars in thousands)

    

2024

    

2023

Net cash used in operating activities

​

$

(53,399)

​

$

(91,854)

Net cash provided by investing activities

 

​

884

 

​

118,568

Net cash (used in) provided by financing activities

 

​

(640)

 

​

719

Effect of exchange rate changes on cash, cash equivalents and restricted cash

​

​

(698)

​

​

(461)

Net change in cash, cash equivalents, and restricted cash

​

$

(53,853)

​

$

26,972

​

Operating Activities

Net cash used in operating activities was $53.4 million for the nine months ended September 30, 2024, primarily consisting of $191.0 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $103.8 million and stock-based compensation expense of $18.1 million, as well as $12.1 million in cash provided by working capital.

Net cash used in operating activities was $91.9 million for the nine months ended September 30, 2023, primarily consisting of $148.7 million of net losses, adjusted for non-cash items, which primarily included depreciation and amortization expense of $40.3 million and stock-based compensation expense of $26.7 million, as well as $20.1 million in cash consumed by working capital. This increase in cash consumed by working capital was primarily driven by an increase in inventory to support new product launches and commercialization of existing products.

Investing Activities

Net cash provided by investing activities was $0.9 million for the nine months ended September 30, 2024, consisting of purchases of property and equipment of $0.8 million and proceeds from sales of property and equipment of $1.7 million.

Net cash provided by investing activities was $118.6 million for the nine months ended September 30, 2023, primarily consisting of proceeds from sales and maturities of marketable securities of $112.7 million, partially offset by purchases of marketable securities of $5.0 million. We also purchased $2.7 million of property and equipment and received $10.0 million in proceeds from the sale of property and equipment.

Financing Activities

Net cash used in financing activities was $0.6 million for the nine months ended September 30, 2024, consisting primarily of $0.4 million in payments of taxes related to net share settlements upon vesting of restricted stock units and $0.2 million in repayment of loans.

Net cash provided by financing activities was $0.7 million for the nine months ended September 30, 2023, consisting primarily of $1.2 million in proceeds from the exercise of stock options, partially offset by $0.3 million in repayment of loans.

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Critical Accounting Policies and Significant Estimates

There were no material changes in the first three months of 2024 to the information provided under the heading “Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Off-Balance Sheet Arrangements

In the normal course of operations, ExOne’s German subsidiary, ExOne GmbH, issues short-term financial guarantees and letters of credit to third parties in connection with certain commercial transactions requiring security through a credit facility with a German bank. At September 30, 2024, there were no outstanding balances from financial guarantees and letters of credit issued under the credit facility. For further discussion related to financial guarantees and letters of credit, refer to Note 17 in our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

We have no other off-balance sheet arrangements and do not utilize any “structured debt,” “special purpose” or similar unconsolidated entities for liquidity or financing purposes.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 2. Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from fluctuations in interest rates and foreign currency translation, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, if we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold, or sell derivative financial instruments for trading or speculative purposes.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our cash, cash equivalents and short-term investment portfolio. Our investment strategy is focused on preserving capital and supporting our liquidity requirements, while earning a reasonable market return. We invest in a variety of U.S. government securities, corporate debt securities, asset-backed securities, and commercial paper. The market value of our marketable securities may decline if current market interest rates rise. As of September 30, 2024, the fair value of our cash and cash equivalents was $30.6 million. A 10% change in interest rates would have an immaterial impact on the fair value of our investment portfolio. Our marketable securities are recorded at fair value, and gains and losses from these securities are recognized within other comprehensive income as they occur.

Foreign Currency Risk

​

The majority of our operations in Europe and Asia use the local currency as the functional currency. We translate the financial statements of the operations in Europe in Asia to United States dollars and as such we are exposed to foreign currency risk. Currently, we do not use foreign currency forward contracts to manage exchange rate risk, as the amount subject to foreign currency risk is not material to our overall operations and results.

​

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. As described in our Annual Report on Form 10-K for the year ended December 31, 2023, we identified material weaknesses in our internal control over financial reporting. As a result of these material weaknesses, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, our disclosure controls and procedures are not effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities and Exchange Act is recorded, processed, summarized, and reported as and when required.

Notwithstanding these material weaknesses noted above, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over Financial Reporting

During the nine months ended September 30, 2024, we continued to implement certain internal controls in connection with remediation efforts related to the material weaknesses identified in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors, and instances of fraud, if any, within the Company have been or will be detected.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions, or relief. We recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any current legal proceedings will have a material adverse impact on the Company’s condensed consolidated financial statements.

As previously disclosed, on October 20, 2023, purported stockholder Pietro Campanella filed an amendment to the November 21, 2021 class action complaint in Delaware Court of Chancery against Desktop Metal, Inc., and former directors and officers of The ExOne Company, alleging breach of fiduciary duty and aiding and abetting breach of fiduciary duty claims in connection with the ExOne Merger (Campanella v. Rockwell, et al., Case No. 2021-1013-LWW). In particular, Mr. Campanella alleges that ExOne’s proxy statement and supplemental disclosures did not adequately disclose information related to a whistleblower investigation at one of Desktop Metal’s subsidiaries, EnvisionTEC, and the resignation of EnvisionTEC’s CEO, prior to the ExOne stockholder vote.

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Defendants filed their motion to dismiss the complaint on January 12, 2024. The parties completed briefing on the motion to dismiss on May 22, 2024, and a hearing on the motion to dismiss was held on October 16, 2024.

As previously disclosed, four alleged shareholders of Desktop Metal stock filed purported securities class action complaints in the United States District Court for the District of Massachusetts, alleging that Desktop Metal and certain of its officers and directors violated Sections 10(b) and 20(a) of the Securities and Exchange Act by making false or misleading statements regarding EnvisionTEC’s manufacturing and product compliance practices and procedures. Plaintiffs filed a Consolidated Complaint on December 19, 2022. The parties completed briefing on the motion to dismiss in May 2023, and Judge Indira Talwani held oral argument on September 13, 2023. The Court issued a decision dismissing the Consolidated Complaint with prejudice and entered Judgment for defendants on September 21, 2023. On October 13, 2023, Lead Plaintiff Sophia Zhou filed a Notice of Appeal. The parties completed briefing on the Zhou Appeal in May 2024, and oral argument before the U.S. Court of Appeals for the First Circuit was held on September 10, 2024. On October 28, 2024, the Court of Appeals affirmed Judge Talwani’s order dismissing the Consolidated Complaint.

On August 12, 2024, a purported stockholder of Desktop Metal filed a complaint in the United States District Court for the Southern District of New York, captioned Bugantev v. Desktop Metal, Inc., No. 1:24-cv-06092 (S.D.N.Y.) (the “Bugantev Complaint”), alleging that Desktop Metal’s August 1, 2024 Preliminary Proxy Statement on Schedule 14A omitted material information with respect to the merger by and among the Company, Nano Dimension Ltd., and Nano US I, Inc. (the “Nano Merger”), rendering the disclosures set forth therein false and misleading in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended. On August 16, 2024, plaintiff voluntarily dismissed the Bugantev Complaint. On September 16 and 17, 2024, two purported stockholders of Desktop Metal filed complaints in the Supreme Court of the State of New York, County of New York, captioned Floyd v. Desktop Metal and Clark v. Desktop Metal, respectively, alleging negligent misrepresentation and concealment claims based on purported disclosure deficiencies in the Company’s Definitive Proxy Statement, filed August 15, 2024.

On September 25, 2024 and October 2, 2024, two purported stockholders of Desktop Metal filed actions in the Court of Chancery of the State of Delaware seeking certain books and records related to the Nano Merger under Section 220 of the Delaware General Corporations Code. The actions are captioned Nyren v. Desktop Metal, et al. and McDonald v. Desktop Metal, respectively.

​

The Company believes that these complaints are all without merit and intends to defend against them vigorously.

​

Item 1A. Risk Factors

Summary of Risk Factors

Our business is subject to numerous risks. Below is a summary of the principal factors that could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found under the heading “Risk Factors” immediately following this section and should be carefully considered, together with other information in this Quarterly Report on Form 10-Q and our other filings with the SEC, before making an investment decision regarding our Class A common stock.

• Our negative cash flows and current lack of financial resources raise substantial doubt as to our ability to continue as a going concern. If we are unable to raise additional funding to meet our operational needs, we may be forced to limit or cease our operations and/or liquidate our assets.

• We may experience significant delays in the design, production and launch of our additive manufacturing solutions, and we may be unable to successfully commercialize products on our planned timelines.

• If demand for our products does not grow as expected, or if market adoption of additive manufacturing does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.

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• The additive manufacturing industry in which we operate is characterized by rapid technological change, which requires us to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of our products.

• We cannot guarantee that our restructuring activities and other cost savings measures will achieve their intended results.

• Difficulties or delays in integrating the businesses and operations of acquired companies into Desktop Metal, or realizing the expected benefits of these acquisitions, may adversely affect the company’s future results.

• We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the future.

• Future sales, or the perception of future sales, of our Class A common stock by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline.

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Risk Factors

Our business is subject to numerous risks. You should carefully consider the risks and uncertainties described below and the other information in this Quarterly Report on Form 10-Q before making an investment decision regarding our Class A common stock. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Class A common stock could decline, and you could lose all or part of your investment. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Financial Position and Need for Additional Capital

​
Our negative cash flows and current lack of financial resources raise substantial doubt as to our ability to continue as a going concern. If we are unable to raise additional funding to meet our operational needs, we may be forced to limit or cease our operations and/or liquidate our assets. 

Although our unaudited consolidated interim financial statements have been prepared assuming our company will continue as a going concern, our negative cash flows and current lack of financial resources raise substantial doubt as to our ability to satisfy our obligations as they become due within one year from the date of filing of this Quarterly Report on Form 10-Q. As of September 30, 2024, we had an accumulated deficit of $1,823.2 million and cash and cash equivalents of $30.6 million, and we incurred a net loss of $191.0 million in the nine months ended September 30, 2024. We expect our losses to continue for the foreseeable future. We believe that our existing capital resources will be sufficient to support our operating plan and cash commitments into the first quarter of 2025. This believe is based on assumptions that may change as a result of many factors currently unknown to us. If we require additional financing before the Merger is completed, we will need to enter into the Bridge Loan Documentation and borrow under the Bridge Loan Facility, and if the Merger is not completed, we will need to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock, and we may need to do so sooner than we expect. If sources of financing are available, they may result in substantial dilution to our stockholders. There is no assurance that sources of financing will be available on a timely basis, or on satisfactory terms, or at all. If we are unable to procure additional financing when needed, we would not be able to continue as a going concern. We may be forced to seek protection from our creditors through bankruptcy proceedings, discontinue operations, or liquidate our assets, and we may receive less than the value at which those assets are carried on our unaudited interim financial statements. Any of these outcomes could cause our shareholders to lose some or all of their investment. 

Even if we are able to raise significant additional capital necessary to continue our operations over the next year, if we are unable to obtain additional adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives, develop our technology and products, and respond to business opportunities, challenges, unforeseen circumstances or developments could be significantly limited, and our business, financial condition, results of operations and prospects could be materially and adversely affected.

​

We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the future.

We experienced net losses in each year from our inception, including net losses of $323.3 million, $740.3 million, and $240.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. These investments may not result in increased revenue or growth in our business or enable us to achieve profitability.

In addition, as a public company, we incur significant additional legal, accounting and other expenses in order to comply with public company reporting, and disclosure requirements. We will also incur additional legal, accounting and other expenses in connection with acquisitions and integration activities associated therewith. These increased expenditures may make it harder for us to

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achieve and maintain future profitability. Revenue growth and growth in our customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Quarterly Report on Form 10-Q, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than anticipated, we may incur significant losses for the foreseeable future, and we may not achieve profitability, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or securities analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition, and results of operations.

Our limited operating history and rapid growth makes evaluating our current business and future prospects difficult and may increase the risk of your investment.

​

Much of our growth has occurred in recent periods. Our limited operating history may make it difficult for you to evaluate our current business and our future prospects, as we continue to grow our business. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, as we continue to grow our business. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer, and the trading price of our stock may decline.

Our operating results and financial condition may fluctuate from period to period.

​

Our operating results and financial condition fluctuate from quarter-to-quarter and year-to-year and are likely to continue to vary due to a number of factors, many of which will not be within our control. Both our business and the additive manufacturing industry are changing and evolving rapidly, and our historical operating results may not be useful in predicting our future operating results. If our operating results do not meet the guidance that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our Class A common stock will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including:

• the degree of market acceptance of our products and services;

• our ability to compete with competitors and new entrants into our markets;

• the mix of products and services that we sell during any period;

• the timing of our sales and deliveries of our products to customers;

• the geographic distribution of our sales;

• changes in our pricing policies or those of our competitors, including our response to price competition;

• changes in the amount that we spend to develop and manufacture new products or technologies;

• changes in the amounts that we spend to promote our products and services;

• changes in the cost of satisfying our warranty obligations and servicing our installed customer base;

• expenses and/or liabilities resulting from litigation;

• delays between our expenditures to develop and market new or enhanced solutions and the generation of revenue from those solutions;

• unforeseen liabilities or difficulties in integrating our acquisitions or newly acquired businesses;

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• disruptions to our information technology systems or our third-party contract manufacturers;

• general economic and industry conditions that effect customer demand;

• seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe;

• the impact of the COVID-19 pandemic on our customers, suppliers, manufacturers, and operations; and

• changes in accounting rules and tax laws.

In addition, our revenues and operating results may fluctuate from quarter-to-quarter and year-to-year due to our sales cycle and seasonality among our customers. Generally, our additive manufacturing solutions are subject to the adoption and capital expenditure cycles of our customers. As a result, we typically conduct a larger portion of our business during the fourth quarter of our fiscal year relative to the other quarters. Our quarterly sales also have often reflected a pattern in which a disproportionate percentage of each quarter’s total sales occurs towards the end of the quarter. This uneven sales pattern makes predicting revenue, earnings, cash flow from operations, adjusted EBITDA and working capital for each period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition, and places pressure on our inventory management and logistics systems. We face a number of uncertainties related to our ability to achieve our targets in a given quarter, including: we may be unable to obtain materials as a result of global supply chain issues, our customers may decline or be unable to take delivery of products during holidays, and we may not receive our expected level of purchase orders or payments. If these or other events were to occur, our results for a given quarter could be negatively impacted and may vary materially and adversely from our stated expectations and the estimates or expectations of securities research analysts, investors, and other market participants.

Additionally, for our more complex solutions, which may require customers to make additional facilities investment, potential customers may spend a substantial amount of time performing internal assessments prior to making a purchase decision. This may cause us to devote significant effort in advance of a potential sale without any guarantee of receiving any related revenues. As a result, revenues and operating results for future periods are difficult to predict with any significant degree of certainty, which could lead to adverse effects on our inventory levels and overall financial condition.

Due to the foregoing factors, and the other risks discussed in this Quarterly Report on Form 10-Q, investors should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

​

We have funded our operations since inception primarily through debt and equity financings and sales. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges and opportunities, including the need to develop new features or enhance our products, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds if our existing sources of cash and any funds generated from operations do not provide us with sufficient capital. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges and opportunities could be significantly impaired, and our business may be adversely affected.

Bank failures or other events affecting financial institutions could have a material adverse effect on our business, financial condition or liquidity, or have other adverse consequences.

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We maintain the majority of our cash and cash equivalents in accounts with major financial institutions, and our deposits at certain of these institutions exceed insurance limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial condition, and liquidity.

Risks Related to the Proposed Merger with Nano

The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived, in each case, prior to the completion of the Merger, as specified in the Merger Agreement. These conditions to the completion of the Merger, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

Additionally, either party may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Merger is not completed by January 31, 2025 (subject, under certain circumstances, to extension to March 31, 2025).

If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we may be required to pay Nano a termination fee of $7.875 million or an expense reimbursement in an amount not to exceed $6.0 million.

Our stockholders cannot be certain of the exact amount of Per Share Merger Consideration they will receive as it is subject to downward adjustment pursuant to the terms of the Merger Agreement.

At the Effective Time of the Merger, each share of our Class A common stock held by our existing stockholders will be converted automatically into the right to receive the Per Share Merger Consideration, without interest, subject to downward adjustment, subject further to any tax withholding, by an amount equal to the sum of (x) the product of (A) the aggregate principal amount outstanding under the Bridge Loan Facility together with accrued and unpaid interest, as of the closing of the Merger divided by $2,500,000, and (B) $0.10 (provided that in no event shall the adjustment pursuant to (x) hereunder be greater than $0.80), plus (y) the product of (A) all unpaid Company Transaction Expenses (as defined in the Merger Agreement) as of the closing of the Merger divided by $2,500,000, and (B) $0.10 (provided that in no event shall the adjustment pursuant to (y) hereunder be greater than $0.60), plus (z) $0.0325 if certain our executive officers do not execute severance letter agreements prior to the closing.

Because the amount of the Per Share Merger Consideration to be received by our stockholders is subject to downward adjustment and will not be determined until three (3) business days before the closing of the Merger, stockholders will not know with certainty the exact amount of Per Share Merger Consideration they will receive upon consummation of the Merger. As of the date of this Quarterly Report on Form 10-Q, based on forecasted Company Transaction Expenses, our expectation that we will not draw on the Bridge Loan Facility and our expectations regarding the severance letter agreements, we estimate that adjustments to the Per Share Merger Consideration will total $0.44 per share, resulting in an adjusted Per Share Merger Consideration of $5.06 per share. No assurance can be given, however, that the adjustments will not be greater than anticipated. If the Company Transaction Expenses are greater than anticipated or if we have unanticipated liquidity needs, either as a result of a longer than expected time to closing or other unforeseen costs or other events, causing us to draw on the Bridge Loan Facility, the Per Share Merger Consideration will be reduced. If all of the reductions are fully realized, the Per Share Merger Consideration will be reduced to $4.07 per share.

Failure to complete the proposed Merger with Nano could have material and adverse effects on our business, financial results and stock price.

If the Merger is not completed on a timely basis, or at all, for any reason, our stock price could be adversely effected, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

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we will be required to pay our expenses relating to the Merger, such as certain legal, accounting, financial advisory and printing fees, whether or not the Merger is completed;

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time and resources committed by our management team to matters relating to the Merger (including integration planning) could otherwise have been devoted to our existing business and the pursuit of other opportunities that may have been beneficial to us;

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the market price of our Class A common stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed;

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we may experience negative reactions from our suppliers, customers, distribution channels, business partners, industry contacts and other third parties, which in turn could affect our marketing and sales operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;

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we may experience negative reactions from employees;

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we and/or our management team could be subject to litigation related to any failure to complete the Merger or any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement; and

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we may be required, in certain circumstances, to pay a termination fee of $7.875 million or an expense reimbursement in an amount not to exceed $6.0 million to Nano.

In addition to the above risks, if the Merger Agreement is terminated and our board of directors seeks an alternative transaction, our stockholders cannot be certain that we will be able to find a party willing to engage in a transaction on more attractive terms than the Merger. The efforts and costs to satisfy the closing conditions of the Merger may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations. Any significant diversion of management’s attention away from ongoing business and difficulties encountered in the Merger process could have a material adverse effect on our business, results of operations and financial condition. Any of the above risks could materially affect our business, financial results and stock price.

The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either Desktop Metal or Nano.

The Merger Agreement contains “no shop” provisions that restrict our ability to, among other things, solicit, initiate, induce, facilitate or knowingly encourage any acquisition proposal or any inquiry or proposal that may be reasonably be expected to lead to an acquisition proposal; enter into, participate in, maintain or continue any communications or negotiations regarding, or deliver or make available any non-public information with respect to, or take any other action regarding, any actual or potential acquisition proposal; agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any acquisition proposal; or enter into any letter of intent or any other contract, agreement, commitment or other written arrangement contemplating or otherwise relating to any acquisition proposal. Although our board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to an acquisition proposal if it determines in good faith judgment, after consulting with its outside legal counsel, that such acquisition proposal constitutes a superior proposal, its doing so would entitle Nano to terminate the Merger Agreement and collect a $7.875 million termination fee. These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee. 

Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to our business and our stockholders.

Prior to the Effective Time of the Merger, the Merger Agreement restricts us from taking specified actions without the consent of Nano (which consent may not be unreasonably withheld or delayed) and requires that our and our subsidiaries’ business be conducted in the ordinary course consistent with past practice in all material respects. These restrictions may prevent us from making appropriate changes to our business or organizational structure or from pursuing attractive business opportunities that may arise prior to the completion of the Merger and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from

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the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.

Risks Related to Our Business and Industry

We may experience significant delays in the design, production and launch of our additive manufacturing solutions, and we may be unable to successfully commercialize products on our planned timelines.

There are often delays in the design, testing, manufacture and commercial release of new products, and any delay in the launch of our products could materially damage our brand, business, growth prospects, financial condition, and operating results. Even if we successfully complete the design, testing and manufacture for one or all of our products under development, we may fail to develop a commercially successful product on the timeline we expect for a number of reasons, including:

• misalignment between the products and customer needs;

• lack of innovation of the product;

• failure of the product to perform in accordance with customer expectations or industry standards;

• ineffective distribution and marketing;

• delay in obtaining any required regulatory approvals;

• unexpected production costs; or

• release of competitive products.

Our success in the market for the products we develop will depend largely on our ability to prove our products’ capabilities in a timely manner. Upon demonstration, our customers may not believe that our products and/or technology have the capabilities they were designed to have or that we believe they have. Furthermore, even if we do successfully demonstrate our products’ capabilities, potential customers may be more comfortable doing business with another larger and more established company or may take longer than expected to make the decision to order our products. Significant revenue from new product investments may not be achieved for a number of years, if at all. If the timing of our launch of new products and/or of our customers’ acceptance of such products is different than our assumptions, our revenue and results of operations may be adversely affected.

We may experience significant delays or other obstacles in the design, production, launch and/or maintenance of produced parts offerings, and we may be unable to successfully commercialize said offerings.

We are building out produced parts offerings for customers, and produced parts is an existing offering of some of our recently-acquired businesses. These offerings present similar challenges and risks to those outlined herein with respect to the design, production, launch and profitability of new additive manufacturing solutions. We have a limited history operating in the direct manufacturing and produced parts businesses, and as a result we may face challenges in designing or delivering parts that meet customer specifications, both on time and cost-effectively. Additionally, our produced parts in the healthcare and dental industry may be subject to regulatory approvals and controls, which may delay the design, production or launch of products. In particular, we may fail to develop commercially successful produced parts offerings if we are unable to meet customer needs or industry standards, if we fail to meet our desired gross margins or customer price expectations, or if our marketing and distribution strategy proves ineffective. If we are unsuccessful in establishing such offerings, sales of our additive manufacturing solutions and our overall operating results could suffer.

Our business activities have been disrupted and may continue to be disrupted by the COVID-19 pandemic.

In 2020 and 2021, the COVID-19 pandemic caused disruption and volatility in the global economy and capital markets, which increased the cost of capital and adversely impacted access to capital.

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If future variants of COVID-19 cause any of these events to recur, we or our customers may be unable to perform fully on our contracts, which will likely result in increases in costs and reduction in revenue. These cost increases and revenue reduction may not be fully recoverable or adequately covered by insurance. The long-term effects of COVID-19 to the global economy and to us are difficult to assess or predict and may include a further decline in the market prices of our products, risks to employee health and safety, risks for the deployment of our products and services and reduced sales in geographic locations impacted. Any prolonged restrictive measures put in place in order to control COVID-19 or other adverse public health developments in any of our targeted markets may have a material and adverse effect on our business operations and results of operations.

We cannot guarantee that our restructuring activities and other cost savings measures will achieve their intended results.

In June 2022, we implemented a strategic integration and cost savings initiative (the “2022 Initiative”) to match strategic and financial objectives and optimize resources for long term growth. In January 2023, we expanded the 2022 Initiative. On January 22, 2024, we committed to a strategic integration and cost optimization initiative (the “2024 Initiative”) that includes a global workforce reduction of approximately 20%, facilities consolidation, product rationalization and other operational savings measures. On March 14, 2024, following a comprehensive review of the Company’s operating plan, the Board of Directors approved an additional cost reduction plan that includes a review of strategic alternatives for our photopolymer business and a review of other potential cost saving actions. We have incurred, and expect to continue to incur, substantial costs in connection with these initiatives. Our ability to achieve the anticipated cost savings and other benefits from these initiatives within the expected time frame is subject to many estimates and assumptions. There can be no assurance that the anticipated cost savings will be achieved, or that they will not be significantly and materially less than anticipated, or that the completion of such cost savings initiatives will be effectively accomplished. In addition, our ability to realize the anticipated cost savings are subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control, such as operating difficulties, supply chain disruptions, local regulations, employment laws or general economic or industry conditions. Failure to realize the anticipated cost savings, it could have a material negative impact on our results of operations and financial position.

In addition, our restructuring activities and cost savings initiatives may subject us to litigation risks and expenses and may have other consequences, such as attrition beyond our planned reduction in workforce, a negative effect on employee morale and productivity or a negative effect on our ability to attract highly skilled employees. Our competitors may use our restructuring plans to seek to gain a competitive advantage over us. As a result, our restructuring plans and cost savings initiatives may negatively affect our revenue and operating results in the future.

Changes in our product mix may impact our gross margins and financial performance.

Our financial performance may be affected by the mix of products and services we sell during a given period. Our products are sold, and will continue to be sold, at different price points. Sales of certain of our products have, or are expected to have, higher gross margins than others. If our product mix shifts too far into lower gross margin products, and we are not able to sufficiently reduce the engineering, production and other costs associated with those products or substantially increase the sales of our higher gross margin products, our profitability could be reduced. Additionally, the introduction of new products or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing ramp-up and start-up costs. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels, or geographic areas in which we sell our products from period to period. Our financial performance also depends on the portion of our produced parts revenue supplied using additive manufacturing processes, which may enable higher gross margins and operational efficiencies as compared to conventional manufacturing technologies.

If we fail to meet our customers’ price expectations, demand for our products and product lines could be negatively impacted and our business and results of operations could suffer.

Demand for our product lines is sensitive to price. We believe our competitive pricing has been an important factor in our results to date. Therefore, changes in our pricing strategies can have a significant impact on our business and ability to generate revenue. Many factors, including our production and personnel costs and our competitors’ pricing and marketing strategies, can significantly impact our pricing strategies. If we fail to meet our customers’ price expectations in any given period, demand for our products and product lines could be negatively impacted and our business and results of operations could suffer.

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If demand for our products does not grow as expected, or if market adoption of additive manufacturing does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected.

The industrial manufacturing market, which today is dominated by conventional manufacturing processes that do not involve 3D printing technology, is undergoing a shift towards additive manufacturing. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of additive manufacturing technologies or our products may not address the specific needs or provide the level of functionality or economics required by potential customers to encourage the continuation of this shift towards additive manufacturing. If additive manufacturing technology does not continue to gain broader market acceptance as an alternative to conventional manufacturing processes, or does so more slowly than anticipated, or if the marketplace adopts additive manufacturing technologies that differ from our technologies, we may not be able to increase or sustain the level of sales of our products, and our operating results would be adversely affected as a result.

Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results.

Our business is subject to price competition. Such price competition may adversely affect our results of operation, especially during periods of decreased demand. Decreased demand also adversely impacts the volume of our systems sales. If our business is not able to offset price reductions resulting from these pressures, or decreased volume of sales due to contractions in the market, by improved operating efficiencies and reduced expenditures, then our operating results will be adversely affected.

Certain of our operating costs are fixed and cannot readily be reduced, which diminishes the positive impact of our restructuring programs on our operating results. To the extent the demand for our products slows, or the additive manufacturing market contracts, we may be faced with excess manufacturing capacity and related costs that cannot readily be reduced, which will adversely impact our financial condition and results of operations.

Our business model is predicated, in part, on building a customer base that will generate a recurring stream of revenues through the sale of our consumables and service contracts. If that recurring stream of revenues does not develop as expected, or if our business model changes as the industry evolves, our operating results may be adversely affected.

Our business model is dependent, in part, on our ability to maintain and increase sales of our proprietary consumables and service contracts as they generate recurring revenues. Existing and future customers of our systems may not purchase our consumables or related service contracts at the rate we expect for certain product lines or at the same rate at which customers currently purchase those consumables and services. In addition, our entry-level systems focused on low-volume production generally use a lower volume of consumables relative to our volume throughput systems focused on high-volume production. If our current and future customers purchase a lower volume of our consumable materials or service contracts, or if our entry-level systems represent an increasing percentage of our future installed customer base, resulting overall in lower purchases of consumables and service contracts on average than our current installed customer base or than we expect, our recurring revenue stream relative to our total revenues would be reduced and our operating results would be adversely affected.

Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention and damage to our reputation.

Our additive manufacturing solutions are complex and may contain undetected defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after a machine has been used. This could result in delayed market acceptance of those products or claims from resellers, customers, or others, which may result in litigation, increased end user warranty, support and repair or replacement costs, damage to our reputation and business, or significant costs and diversion of support and engineering personnel to correct the defect or error. We may from time to time become subject to warranty or product liability claims related to product quality issues that could lead us to incur significant expenses.

We attempt to include provisions in our agreements with customers that are designed to limit our exposure to potential liability for damages arising from defects or errors in our products. However, it is possible that these limitations may not be effective as a result of unfavorable judicial decisions or laws enacted in the future.

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The sale and support of our products entails the risk of product liability claims. Any product liability claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, damage to our business and reputation and brand, and cause us to fail to retain existing customers or to fail to attract new customers.

Our operations could suffer if we are unable to attract and retain key management or other key employees.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management and other key personnel, including, in particular, our Co-Founder, Chief Executive Officer, and Chairman, Ric Fulop. Our executive team is critical to the management of our business and operations, as well as to the development of our strategy. Members of our senior management team may resign at any time. The loss of the services of any members of our senior management team, especially Mr. Fulop, could delay or prevent the successful implementation of our strategy or our commercialization of new applications for our systems or other products, or could otherwise adversely affect our ability to manage our company effectively and carry out our business plan. There is no assurance that if any senior executive leaves in the future, we will be able to rapidly replace him or her and transition smoothly towards his or her successor, without any adverse impact on our operations.

To support the continued growth of our business, we may need to effectively recruit and hire new employees, and we need to effectively integrate, develop, motivate, and retain new and existing employees. High demand exists for senior management and other key personnel (including scientific, technical, engineering, financial and sales personnel) in the additive manufacturing industry, and there can be no assurance that we will be able to retain our current key personnel. We experience intense competition for qualified personnel. While we intend to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for these employees have greater resources, making it difficult for us to compete successfully for key personnel. Moreover, new employees may not become as productive as we expect since we may face challenges in adequately integrating them into our workforce and culture. If we cannot attract and retain sufficiently qualified technical employees for our research and product development activities, as well as experienced sales and marketing personnel, we may be unable to develop and commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers, in the regions surrounding our Boston facility could require us to pay more to hire and retain key personnel, thereby increasing our costs.

Departing employees’ knowledge of our business and industry can be extremely difficult to replace and provides their future employers with a competitive advantage. Where applicable law permits, we generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients while they work for us, and in some cases, for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work, and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former employees or consultants developed while working for us. If we cannot demonstrate that our legally protectable interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be diminished.

If we fail to grow our business as anticipated, our net sales, gross margin and operating margin will be adversely affected. If we grow as anticipated but fail to manage our growth and expand our operations accordingly, our business may be harmed and our results of operation may suffer.

Over the past several years, we have experienced rapid growth, and we are attempting to continue to grow our business substantially. To this end, we have made, and expect to continue to make, significant investments in our business, including investments in our infrastructure, technology, marketing, and sales efforts. These investments include dedicated facilities expansion and increased staffing, both domestic and international. If our business does not generate the level of revenue required to support our investment, our net sales and profitability will be adversely affected.

Our ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements may require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.

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We may experience significant delays or obstacles to realizing the success of our Desktop Labs platform and Desktop Health product offerings.

The Desktop Labs platform and our Desktop Health products aim to leverage our proprietary additive manufacturing technologies and materials to grow the market for existing applications in the dental market and identify, develop and/or commercialize future solutions in the healthcare and dental markets for personalized patient care spanning dentistry, orthodontics, dermatology, orthopedics, cardiology, plastic surgery and printed regenerative tissues and grafts. These businesses operate in a highly competitive space which may make it difficult for us to implement business plans and expectations and identify and realize opportunities. In addition, their technology, products, materials, and applications may be subject to strict regulatory requirements in the United States and other countries. The regulatory approval or clearance process may be lengthy and costly, and regulatory requirements may impact the timing of, or our ability to, commercialize the regulated technology, products, materials, and applications. The success of these parts of our business will also depend on our ability to attract, hire, and retain qualified personnel, establish sales, marketing and distribution infrastructure, and establish and maintain supply and manufacturing relationships.

Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling machines and other products in non-United States locations.

Our products and services are distributed in more than 40 countries around the world, and we derive a substantial percentage of our sales from these international markets. In 2023, we derived approximately 37% of our revenues from countries outside the United States. Accordingly, we face significant operational risks from doing business internationally (including the conflict between Ukraine and Russia and the conflict in Israel and surrounding areas).

Our operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks. Transactions in which we participate that are denominated in other than US Dollars may subject the company to currency exchange losses because we do not currently engage in currency swaps or other currency hedging strategies to address this risk. As we realize our strategy to expand internationally, our exposure to currency risks may increase. Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have an adverse effect on our results of operations.

Other risks and uncertainties we face from our global operations include:

• difficulties in staffing and managing foreign operations;

• limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our products or work with suppliers or other third parties;

• potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;

• costs and difficulties of customizing products for foreign countries;

• challenges in providing solutions across a significant distance, in different languages and among different cultures;

• laws and business practices favoring local competition;

• being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations;

• specific and significant regulations, including the European Union’s General Data Protection Regulation, or GDPR, which imposes compliance obligations on companies who possess the personal data of EU residents;

• uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union;

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• compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;

• tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;

• operating in countries with a higher incidence of corruption and fraudulent business practices;

• changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices, and data privacy and security concerns;

• potential adverse tax consequences arising from global operations;

• seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year end globally;

• rapid changes in government, economic and political policies and conditions; and

• political or civil unrest or instability, war, international hostilities, terrorism or epidemics and other similar outbreaks or events.

In addition, additive manufacturing has been identified by the U.S. government as an emerging technology and is currently being further evaluated for national security impacts. We expect additional regulatory changes to be implemented that will result in increased and/or new export controls related to additive manufacturing, components and related materials and software. These changes, if implemented, may result in our being required to obtain additional approvals and/or licenses to sell additive manufacturing products and services in the global market.

Additionally, we have teams that are engaged in marketing, selling, and supporting our products internationally, and we must hire and train experienced personnel to staff and manage our foreign operations. To the extent that we experience difficulties in recruiting, training, managing, and retaining international employees, particularly managers and other members of our international sales team, we may experience difficulties in sales productivity in international markets.

Our failure to effectively manage the risks and uncertainties associated with our global operations could limit the future growth of our business and adversely affect our business and operating results.

Global economic, political and social conditions and uncertainties in the markets that we serve may adversely impact our business.

Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. A decline in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. The economic uncertainty in Europe, the United States, India, China, and other countries may cause end-users to further delay or reduce technology purchases.

We also face risks from financial difficulties or other uncertainties experienced by our suppliers, distributors or other third parties on which we rely. If third parties are unable to supply us with required materials or components or otherwise assist us in operating our business, our business could be harmed.

For example, the possibility of an ongoing trade war between the United States and China may impact the cost of raw materials, finished products or components used in our products and our ability to sell our products in China. Other changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment could also adversely affect our business. In addition, the United Kingdom’s exit from the European Union on January 31, 2020 may result in increased costs of barriers to trade, and uncertainty surrounding this transition may have an effect on global economic conditions and the stability of global financial markets, which in turn could have a material adverse effect on our business, financial condition, and results of operations. If global economic conditions remain volatile for a prolonged period or if European economies experience further disruption, our results of operations could be adversely affected.

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In the future, some of our arrangements for additive manufacturing solutions may contain customer-specific provisions that may impact the period in which we recognize the related revenues under GAAP.

Some customers that purchase additive manufacturing solutions from us may require specific, customized factors relating to their intended use of the solution or the installation of the product in the customers’ facilities. These specific, customized factors are occasionally required by customers to be included in our commercial agreements governing these sales. As a result, our responsiveness to our customers’ specific requirements has the potential to impact the period in which we recognize the revenue relating to that additive manufacturing system sale.

Similarly, some of our customers must build or prepare facilities to install a subset of our additive manufacturing solutions, and the completion of such projects can be unpredictable, which can impact the period in which we recognize the revenue relating to that additive manufacturing solution sale.

We rely on our information technology systems to manage numerous aspects of our business and a failure, or disruption breach of these systems could adversely affect our business.

We rely on our information technology systems to manage numerous aspects of our business, including to efficiently purchase products from our suppliers, provide procurement and logistic services, ship products to our customers, manage our accounting and financial functions, including our internal controls, and maintain our research and development data. Our information technology systems are an essential component of our business and any failure, disruption, or breach of such systems could significantly limit our ability to manage and operate our business efficiently. Any actual or perceived failure of our information technology systems to perform properly could disrupt our supply chain, product development and customer experience, which may lead to increased overhead costs and decreased sales and have an adverse effect on our reputation and our financial condition. In addition, during the COVID-19 pandemic, a substantial portion of our employees have continued to work remotely, making us more dependent on potentially vulnerable communications systems and making us more vulnerable to cyberattacks.

Although we take steps and incur significant costs to secure our information technology systems, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with, or effective, and our systems may be vulnerable to attack, damage or interruption. Disruption to our information technology systems could result from power outages, computer and telecommunications and electrical failures, computer viruses and malware, malicious code, hacking, cyberattacks (including ransomware attack), phishing attacks and other social engineering schemes, human error, fraud, denial or degradation of service attacks and sophisticated nation-state and nation-state supported actors or other security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war, terrorism and theft or usage errors by our employees.

Attacks upon information technology systems are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

We and certain of our service providers are from time to time subject to cyberattacks and security incidents. While we do not believe that we have experienced any significant system failure, accident or security breach to date, our reputation, results of operations, business and financial condition could be adversely affected if, as a result of a significant cyber-event or otherwise:

• our operations are disrupted or shut down;

• our confidential, proprietary information is stolen, lost or disclosed;

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• we are subject to regulatory investigation, we incur costs with respect to the investigation, remediation and potential notification to counterparties or data subjects, or we are required to pay penalties or fines in connection with stolen customer, employee or other personal information;

• we must dedicate significant resources to system repairs or increase cyber security protection; or

• we otherwise incur significant litigation or other costs.

Further, our information technology systems are damaged or cease to function properly, or, if we do not replace or upgrade certain systems, we may incur substantial costs to repair or replace them and may experience an interruption of our normal business activities or loss of critical data. Any such disruption could adversely affect our reputation, results of operations, business and financial condition.

Additionally, some of the companies we acquire may not have made the same level of investment in security measures for their information technology systems which may require that we invest significant resources to get those systems to the level of security we require. Additionally, some of the companies we acquire may not have the same level of information technology systems which may require that we invest significant resources to get those systems to the level of security we require.

We also rely on information technology systems maintained by third parties, including third-party cloud computing services and the information technology systems of our suppliers for both our internal operations and our customer-facing infrastructure related to our additive manufacturing solutions. These systems are also vulnerable to the types of interruption and damage described above but we have less ability to take measures to protect against such disruptions or to resolve them if they were to occur. Information technology problems faced by third parties on which we rely could adversely impact our results of operations, business and financial condition as well as negatively impact our brand reputation.

If we fail to implement or are delayed in the implementation of our new ERP system platform, we may not be able to effectively transact our business or produce our financial statements on a timely basis and without incurrence of additional costs, which would adversely affect our business, results of operations and cash flows.

We are currently implementing Oracle Enterprise Resource Planning, or ERP, to manage enterprise functions for our significant subsidiaries. This integration involves significant complexity, requiring us to move and reconfigure all of our current system processes, transactions, data and controls to a new platform. Due to this complexity and the scope and volume of changes involved in this implementation, we may experience delays and higher than planned resource needs in our migration efforts. Although we will conduct testing, assessments and validation to ensure that our internal financial and accounting controls will be effective post-implementation, we may nevertheless experience difficulties in transacting our business due to system challenges, delays or process deficiencies following the initial launch of the system, which could impair our ability to conduct our business or to produce accurate financial statements on a timely basis. If our ability to conduct our business or to produce accurate financial statements on a timely basis is impaired, our business, results of operations and cash flows would be adversely affected.

Our current levels of insurance may not be adequate for our potential liabilities.

We maintain insurance to cover our potential exposure for most claims and losses, including potential product and non-product related claims, lawsuits and administrative proceedings seeking damages or other remedies arising out of our commercial operations. However, our insurance coverage is subject to various exclusions, self-retentions and deductibles. We may be faced with types of liabilities that are not covered under our insurance policies, such as environmental contamination or terrorist attacks, or that exceed our policy limits. Even a partially uninsured claim of significant size, if successful, could have an adverse effect on our financial condition.

In addition, we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all. Our existing policies may be cancelled or otherwise terminated by the insurer, and/or the companies that we acquire may not be eligible for certain types or limits of insurance. Maintaining adequate insurance and successfully accessing insurance coverage for a claim can require a significant amount of our management’s time, and we may be forced to spend a substantial amount of money in that process.

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Due to our acquisition activity, the existing information technology systems and cyber controls of the acquired entities and integration efforts with respect thereto, as well as the state of the cyber insurance market generally, the costs for our cyber insurance increased in 2023, and the cost of such insurance could continue to increase for future policy periods. Our cyber insurance coverage does not extend to all of our group companies. Although we are working to implement more robust cybersecurity controls and infrastructure for these entities, we may continue to be unable to secure cyber risk coverage for them for future periods. Moreover, the scope and limits of our cyber insurance coverage may not be sufficient or available to cover all expenses or other losses, including fines, or all types of claims that may arise in connection with cyberattacks, security compromises, and other related incidents.

Uncertainty and instability resulting from the conflict between Russia and Ukraine could negatively impact our business, financial condition and operations.

The ongoing war in Ukraine could negatively impact global and regional financial markets which could result in businesses postponing spending in response to tighter credit, higher unemployment, financial market volatility, negative financial news, and other factors. In addition, our suppliers and contractors may have staff, operations, materials, or equipment located in Ukraine or Russia which could impact our supply chain. Moreover, we outsource some of our software development and design to third-party contractors that have employees and consultants located in Ukraine, Russia and/or Belarus. Poor relations between the United States and Russia, sanctions by the United States and the European Union against Russia, and any escalation of political tensions or economic instability in the area could have an adverse impact on our third-party contractors. In particular, Russia’s invasion of Ukraine and the increased tensions among the United States, the North Atlantic Treaty Organization and Russia could increase the scope of armed conflict, cyberwarfare and economic instability that could disrupt or delay the operations of these resources in Russia, Belarus and/or Ukraine, disrupt or delay communication with such resources or the flow of funds to support their operations, or otherwise render our resources unavailable.

Macroeconomic conditions could have a materially adverse impact on our business, financial condition, or results of operations.

Macroeconomic conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, as well as credit and sovereign debt concerns in certain European countries, concerns about slowed growth in China and other markets, outside of the U.S., decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, and global or local recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, or results of operations. Recent macroeconomic conditions have been adversely impacted by political instability and military hostilities in multiple geographies (including the conflict between Ukraine and Russia and the conflict in Israel and surrounding areas) and monetary and financial uncertainties.

The additive manufacturing industry in which we operate is characterized by rapid technological change, which requires us to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of our products.

Our revenues are derived from the sale of additive manufacturing systems, produced parts, and related consumables and services. We have encountered and will continue to encounter challenges experienced by growing companies in a market subject to rapid innovation and technological change. While we intend to invest substantial resources to remain on the forefront of technological development, continuing advances in additive manufacturing technology, changes in customer requirements and preferences and the emergence of new standards, regulations and certifications could adversely affect adoption of our products either generally or for particular applications. Our ability to compete in the additive manufacturing market depends, in large part, on our success in developing and introducing new additive manufacturing systems and technology, in improving our existing products and technology and qualifying new materials which our systems can support. We believe that we must continuously enhance and expand the functionality and features of our products and technologies in order to remain competitive. However, we may not be able to:

• develop cost-effective new products and technologies that address the increasingly complex needs of prospective customers;

• enhance our existing products and technologies;

• respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis;

• adequately protect our intellectual property as we develop new products and technologies;

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• identify the appropriate technology or product to which to devote our resources; or

• ensure the availability of cash resources to fund research and development.

Even if we successfully introduce new additive manufacturing products and technologies and enhance our existing products and technologies, it is possible that these will eventually supplant our existing products or that our competitors will develop new products and technologies that will replace our own. As a result, any of our products may be rendered obsolete or uneconomical by our or our competitors’ technological advances, leading to a loss in market share, decline in revenue and adverse effects on our business and prospects.

The additive manufacturing industry is competitive. We expect to face increasing competition in many aspects of our business, which could cause our operating results to suffer.

The additive manufacturing industry in which we operate is fragmented and competitive. We compete for customers with a wide variety of producers of additive manufacturing and/or 3D printing equipment that creates 3D objects and end-use parts, as well as with providers of materials and services for this equipment. Some of our existing and potential competitors are researching, designing, developing, and marketing other types of products and services that may render our existing or future products obsolete, uneconomical, or less competitive. Existing and potential competitors may also have substantially greater financial, technical, marketing and sales, manufacturing, distribution, and other resources than we do, including name recognition, as well as experience and expertise in developing and protecting intellectual property rights and operating within certain international markets, any of which may enable them to compete effectively against us. For example, a number of companies that have substantial resources have announced that they are beginning production of 3D printing systems, which will further enhance the competition we face.

Future competition may arise from the development of allied or related techniques for equipment, materials and services that are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop certain products and from improvements to existing technologies.

We intend to continue to follow a strategy of continuing product development and distribution network expansion to enhance our competitive position to the extent practicable. But we cannot provide assurance that we will be able to maintain our current position or continue to compete successfully against current and future sources of competition. If we do not keep pace with technological change and introduce competitive new products and technologies, demand for our products may decline, and our operating results may suffer.

Because the additive manufacturing market is rapidly evolving, forecasts of market growth in this Quarterly Report on Form 10-Q may not be accurate.

Market opportunity estimates and growth forecasts included in this Quarterly Report on Form 10-Q are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if these markets experience the forecasted growth described in this Quarterly Report on Form 10-Q, we may not grow our business at similar rates, or at all. Our future growth is subject to many factors, including market adoption of our products, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this Quarterly Report on Form 10-Q, including our estimates that the size of the total addressable market is expected to be more than $100 billion in 2030, should not be taken as indicative of our future growth.

Risks Related to Acquisitions

Difficulties or delays integrating the businesses and operations of acquired companies into Desktop Metal, or realizing the expected benefits of these acquisitions, may adversely affect the company’s future results.

Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations. The success of our acquisitions, including EnvisionTEC and ExOne, will depend in part on our ability to realize the anticipated business opportunities from combining the operations of acquired companies with our business in an efficient and effective manner. Ongoing and expanded integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships

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with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions, and could harm our financial performance. Specifically, our ability to address the following integration matters may impact realization of anticipated benefits of our acquisitions:

• combining the operations and corporate functions of acquired companies;

• meeting the capital requirements of the acquired companies, in a manner that permits us to achieve any cost savings or other synergies anticipated to result from the acquisitions;

• integrating and unifying the offerings and services available to customers;

• identifying and eliminating redundant and underperforming functions, product lines and assets;

• harmonizing the acquired companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

• consolidating the acquired companies’ administrative and information technology infrastructure; and

• coordinating distribution efforts.

If we are unable to successfully or timely integrate the operations of acquired companies with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisitions, and our business, results of operations and financial condition could be materially and adversely affected.

In addition, at times the attention of certain management individuals may be focused on the integration of the acquired businesses and diverted from day-to-day business operations or other opportunities that may have been beneficial to us, which may disrupt our ongoing business.

We have incurred significant costs in connection with our acquisitions. The substantial majority of these costs are non-recurring acquisition expenses. These non-recurring costs and expenses are reflected in the condensed consolidated financial statements included in this Annual Report on Form 10-K. We may incur additional costs in the integration of acquired companies and may not achieve cost synergies and other benefits sufficient to offset the incremental costs of these acquisitions.

As part of our growth strategy, we may acquire or make investments in other businesses, patents, technologies, products or services. Our efforts to do so, or our failure to do so successfully, could disrupt our business and have an adverse impact on our financial condition.

As part of our business strategy, we may acquire and invest in other companies, patents, technologies, products and/or services. To the extent we seek to grow our business through acquisitions, we may not be able to successfully identify attractive acquisition opportunities or consummate any such acquisitions if we cannot reach an agreement on commercially favorable terms, if we lack sufficient resources to finance the transaction on our own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. The identification of potential targets, negotiation with targets and due diligence may divert management’s attention from their day-to-day responsibilities and require the incurrence of related costs. In addition, competition for acquisitions in the markets in which we operate during recent years has increased, and may continue to increase, which may result in an increase in the costs of acquisitions or cause us to refrain from making certain acquisitions. We may not be able to complete future acquisitions on favorable terms, if at all.

If we do complete future acquisitions, we cannot assure you that they will ultimately strengthen our competitive position or that they will be viewed positively by customers, financial markets, or investors. Furthermore, future acquisitions could pose numerous additional risks to our operations, including:

•diversion of management’s attention from their day-to-day responsibilities;

•unanticipated costs or liabilities associated with the acquisition;

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•incurrence of acquisition-related costs, which would be recognized as a current period expense;

•problems integrating the purchased business, products or technologies;

•challenges in achieving strategic objectives, cost savings and other anticipated benefits;

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inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies;

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the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand;

•difficulty in maintaining controls, procedures, and policies during the transition and integration;

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challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and

•use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

If we proceed with a particular acquisition, we may have to use cash, issue new equity securities with dilutive effects on existing shareholders, incur indebtedness, assume contingent liabilities, or amortize assets or expenses in a manner that might have a material adverse effect on our financial condition and results of operations. Acquisitions will also require us to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated. In addition, we could also face unknown liabilities or write-offs due to our acquisitions, which could result in a significant charge to our earnings in the period in which they occur. We will also be required to record goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period.

Achieving the expected returns and synergies from future acquisitions will depend, in part, upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, that our acquired businesses will perform at levels and on the timelines anticipated by our management or that we will be able to obtain these synergies. In addition, acquired technologies and intellectual property may be rendered obsolete or uneconomical by our own or our competitors’ technological advances. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

Risks Related to Third Parties

We could be subject to personal injury, property damage, product liability, warranty and other claims involving allegedly defective products that we supply.

The products we supply are sometimes used in potentially hazardous or critical applications, such as the assembled parts of an aircraft, medical device or automobile, that could result in death, personal injury, property damage, loss of production, punitive damages, and consequential damages. While we have not experienced any such claims to date, actual or claimed defects in the products we supply could result in our being named as a defendant in lawsuits asserting potentially large claims.

We attempt to include legal provisions in our agreements with customers that are designed to limit our exposure to potential liability for damages arising from defects or errors in our products. However, it is possible that these limitations may not be effective as a result of unfavorable judicial decisions or laws enacted in the future. Any such lawsuit, regardless of merit, could result in material expense, diversion of management time and efforts and damage to our reputation, and could cause us to fail to retain or attract customers, which could adversely affect our results of operations.

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We depend on our network of resellers and our business could be adversely affected if they do not perform as expected.

We rely heavily on our global network of resellers to sell our products and to provide installation and support services to customers in their respective geographic regions. These resellers may not be as effective in selling our products or installing and supporting our customers as we expect. Further, our contracts with our resellers provide for termination for convenience, and if our contracts with a significant number of resellers, or with the most effective resellers, were to terminate or if they would otherwise fail or refuse to sell certain of our products, we may not be able to find replacements that are as qualified or as successful in a timely manner, if at all. In addition, if our resellers do not perform as anticipated, or if we are unable to secure qualified and successful resellers, our sales will suffer, which would have an adverse effect on our revenues and operating results. Because we also depend upon our resellers to provide installation and support services for products, if our reseller relationship were terminated or limited to certain products, we may face disruption in providing support for our customers, which would adversely affect our reputation and our results of operations. Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and adversely affect our financial results.

Additionally, a default by one or more resellers that have a significant receivables balance could have an adverse impact on our financial results. We have reviewed our policies that govern credit and collections and will continue to monitor them in light of current payment status and economic conditions. In addition, we try to reduce the credit exposures of our accounts receivable by instituting credit limits. However, there can be no assurance that our efforts to identify potential credit risks will be successful. Our inability to timely identify resellers that are credit risks could result in defaults at a time when such resellers have high accounts receivable balances with us. Any such default would result in a significant charge against our earnings and adversely affect our results of operations and financial condition.

We could face liability if our additive manufacturing solutions are used by our customers to print dangerous objects.

Customers may use our additive manufacturing systems to print parts that could be used in a harmful way or could otherwise be dangerous. For example, there have been news reports that 3D printers were used to print guns or other weapons. We have little, if any, control over what objects our customers print using our products, and it may be difficult, if not impossible, for us to monitor and prevent customers from printing weapons with our products. There can be no assurance that we will not be held liable if someone were injured or killed by a weapon printed by a customer using one of our products.

We depend on a limited number of third-party contract manufacturers for a significant portion of our manufacturing needs. If these third-party manufacturers experience any delay, disruption or quality control problems in their operations, we could lose market share and our brand may suffer.

We depend on third-party contract manufacturers for the production of several of our additive manufacturing systems. While there are several potential manufacturers for most of these products, several of our products are manufactured, assembled, tested and generally packaged by a limited number of third-party manufacturers. In most cases, we rely on these manufacturers to procure components and, in some cases, subcontract engineering work. Our reliance on a limited number of contract manufacturers involves a number of risks, including:

• unexpected increases in manufacturing and repair costs;

• inability to control the quality and reliability of finished products;

• inability to control delivery schedules;

• potential liability for expenses incurred by third-party contract manufacturers in reliance on our forecasts that later prove to be inaccurate;

• potential lack of adequate capacity to manufacture all or a part of the products we require; and

• potential labor unrest affecting the ability of the third-party manufacturers to produce our products.

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If any of our third-party contract manufacturers experience a delay, disruption, or quality control problems in their operations, including due to the COVID-19 pandemic, or if a primary third-party contract manufacturer does not renew its agreement with us, our operations could be significantly disrupted, and our product shipments could be delayed. Qualifying a new manufacturer and commencing volume production is expensive and time consuming. Ensuring that a contract manufacturer is qualified to manufacture our products to our standards is time consuming. In addition, there is no assurance that a contract manufacturer can scale its production of our products at the volumes and in the quality that we require. If a contract manufacturer is unable to do these things, we may have to move production for the products to a new or existing third-party manufacturer, which would take significant effort and our business, results of operations and financial condition could be materially adversely affected.

As we contemplate moving manufacturing into different jurisdictions, we may be subject to additional significant challenges in ensuring that quality, processes, and costs, among other issues, are consistent with our expectations. For example, while we expect our third-party contract manufacturers to be responsible for cost resulting from manufacturing defects, there is no assurance that we will be able to collect such reimbursements from these manufacturers, which exposes us to take on additional risk for potential failures of our products.

In addition, because we use a limited number of third-party contract manufacturers, increases in the prices charged may have an adverse effect on our results of operations, as we may be unable to find a contract manufacturer who can supply us at a lower price. As a result, the loss of a limited source supplier could adversely affect our relationships with our customers and our results of operations and financial condition.

All of our products must satisfy safety and regulatory standards and some of our products must also receive government certifications. Our third-party contract manufacturers are primarily responsible for conducting the tests that support our applications for most regulatory approvals for our products. If our third-party contract manufacturers fail to timely and accurately conduct these tests, we may be unable to obtain the necessary domestic or foreign regulatory approvals or certifications to sell our products in certain jurisdictions. As a result, we would be unable to sell our products and our sales and profitability could be reduced, our relationships with our sales channel could be harmed and our reputation and brand would suffer.

If our suppliers become unavailable or inadequate, our customer relationships, results of operations and financial condition may be adversely affected.

We acquire certain of our materials, which are critical to the ongoing operation and future growth of our business, from several third parties. If we or one of our contract manufacturers has a supply chain disruption, or our relationship with any of our contract manufacturers or key suppliers terminates, we could experience delays. While most manufacturing equipment and materials for our products are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a limited source supplier could adversely affect our relationship with our customers as well as our results of operations and financial condition.

Our facilities and the facilities of our third-party contract manufacturers, suppliers, and customers, are vulnerable to disruption due to natural or other disasters, including climate-related events, strikes and other events beyond our control.

A major earthquake, fire, tsunami, hurricane, cyclone or other disaster, such as a pandemic, major flood, seasonal storms, droughts, extreme temperatures, nuclear event or terrorist attack affecting our facilities or the areas in which they are located, or affecting those of our customers or third-party manufacturers or suppliers, could significantly disrupt our or their operations and delay or prevent product shipment or installation during the time required to repair, reinforce, rebuild or replace our or their damaged manufacturing facilities. These delays could be lengthy and costly. Climate change may contribute to increased frequency or intensity of certain of these events, as well as contribute to chronic changes in the physical environment (such as changes to ambient temperature and precipitation patterns or sea-level rise) any of which may impair the operating conditions of our facilities or the facilities of our customers or third-party manufacturers or suppliers, or otherwise adversely impact our operations and value chain (including the delivery of our services and products), access to capital, access to insurance or access to talent. If any of our facilities or those of our third-party contract manufacturers, suppliers or customers are negatively impacted by such a disaster, production, shipment, and installation of our products could be delayed, which can impact the period in which we recognize the revenue related to that product sale. Additionally, customers may delay purchases of our products until operations return to normal. Even if we are able

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to respond quickly to a disaster, the continued effects of the disaster could create uncertainty in our business operations. In addition, concerns about terrorism, the effects of a terrorist attack, political turmoil, labor strikes, war or the outbreak of epidemic diseases (including the outbreak of COVID-19) could have a negative effect on our operations and sales.

Risks Related to Our Class A Common Stock

Our issuance of additional shares of Class A common stock or convertible securities may dilute investors’ equity interest in the Company and could adversely affect our stock price.

From time to time, we have issued, and we expect in the future to issue, additional shares of our Class A common stock or securities convertible into our Class A common stock pursuant to a variety of transactions, including acquisitions. Additional shares of our Class A common stock may also be issued upon exercise of outstanding stock options and warrants to purchase our Class A common stock. The issuance by us of additional shares of our Class A common stock or securities convertible into our Class A common stock would dilute investors’ equity interest in the Company and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A common stock. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our Class A common stock bear the risk that our future offerings may reduce the market price of our Class A common stock and dilute their percentage ownership.

Future sales, or the perception of future sales, of our Class A common stock by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline.

The sale of substantial amounts of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Certain shares of our common stock are freely tradable without restriction under the Securities Act, except for any shares of our Class A common stock that may be held or acquired by our directors, executive officers, and other affiliates, as that term is defined in the Securities Act, which are restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. Any such sales, including sales of a substantial number of shares or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. We may also issue shares of our common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in ownership dilution to you as a stockholder and cause the trading price of our common stock to decline.

Our directors, executive officers and stockholders affiliated with our directors and executive officers own a significant percentage of our Class A common stock and, if they choose to act together, will be able to exert significant control over matters subject to shareholder approval.

Our directors, executive officers, and stockholders affiliated with our directors and executive officers exert significant influence on us. As of December 31, 2023, these holders owned approximately 13.9% of our outstanding Class A common stock. As a result, these holders, acting together, have significant control over all matters that require approval of our stockholders, including the election of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate

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transactions. The interests of these holders may not always coincide with our corporate interests or the interests of other stockholders, and they may act in a manner with which you may not agree or that may not be in the best interests of our other stockholders.

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

Our certificate of incorporation, bylaws, and Delaware law contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among other things, our certificate of incorporation and bylaws include the following provisions:

•

a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;

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limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

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a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

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a forum selection clause, which means certain litigation against us can only be brought in Delaware;

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the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

•

advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding Class A common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, our board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our Class A common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding Class A common stock not held by such interested stockholder at an annual or special meeting of stockholders.

Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying, preventing, or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

Our certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the (a) Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or stockholders to us or to our stockholders; (iii) any action, suit or proceeding asserting a claim arising pursuant to the DGCL, our certificate of incorporation or bylaws; or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) subject to the foregoing, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a

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cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our certificate of incorporation and bylaws provide that the federal district courts of the United States of America shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Risks Related to Our Indebtedness

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the 2027 Notes.

In May 2022, we issued $115.0 million principal amount of 6.0% Convertible Senior Notes due 2027. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

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increasing our vulnerability to adverse economic and industry conditions;

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limiting our ability to obtain additional financing;

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requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

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limiting our flexibility to plan for, or react to, changes in our business;

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diluting the interests of our existing stockholders as a result of issuing shares of our Class A common stock upon conversion of the 2027 Notes; and

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placing us at a possible competitive disadvantage with competitors that are less leveraged than we or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the 2027 Notes, and our cash needs may increase in the future. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under any existing indebtedness. If we fail to comply with these covenants or to make payments under any existing indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and any other existing indebtedness becoming immediately payable in full.

We may be unable to raise the funds necessary to repurchase the 2027 Notes for cash following a fundamental change (as defined in the indenture governing the 2027 Notes), or to pay the cash amounts due upon conversion, and any other existing indebtedness may limit our ability to repurchase the 2027 Notes or pay cash upon their conversion.

Noteholders may require us to repurchase the 2027 Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2027 Notes or pay the cash amounts due upon conversion. In addition,

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applicable law, regulatory authorities and the agreements governing any other indebtedness may restrict our ability to repurchase the 2027 Notes or pay the cash amounts due upon conversion. Our failure to repurchase the 2027 Notes or pay the cash amounts due upon conversion when required will constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under any other indebtedness and the 2027 Notes.

Provisions in the indenture governing the 2027 Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the 2027 Notes and the indenture governing the 2027 Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then holders of the 2027 Notes will have the right to require us to repurchase their 2027 Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, (as defined in the indenture governing the 2027 Notes), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the 2027 Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our 2027 Notes or holders of our Class A common stock may view as favorable.

Risks Related to Compliance Matters

Failure of our global operations to comply with anti-corruption laws and various trade restrictions, such as sanctions and export controls, could have an adverse effect on our business.

We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. Doing business on a global basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, as well as the laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the Office of Foreign Assets Control and the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Russia, Belarus, Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. In addition, our products are subject to export regulations that can involve significant compliance time and may add additional overhead cost to our products. In recent years the U.S. government has had a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance have imposed additional controls, and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future products may be subject to these heightened regulations, which could increase our compliance costs.

We are committed to doing business in accordance with applicable anti-corruption laws and regulations and with applicable trade restrictions. We are subject, however, to the risk that our affiliated entities or our and our affiliates’ respective officers, directors, employees, and agents (including distributors of our products) may take action determined to be in violation of such laws and regulations. Any violation by any of these persons could result in substantial fines, sanctions, legal expenses, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our operating results. In addition, actual or alleged violations could damage our reputation and ability to do business.

We are subject to environmental, health and safety laws and regulations related to our operations and the use of our additive manufacturing systems, produced parts, and consumable materials, which could subject us to compliance costs and/or potential liability in the event of non-compliance.

We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities. These laws and regulations govern, among other things, the generation, use, storage, registration, handling, and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees. Under these laws, regulations, and requirements, we could also be subject to liability for improper

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disposal of chemicals and waste materials, including those resulting from the use of our systems and accompanying materials by end-users. Accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims for damages against us. In the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or undertake expensive remedial obligations. If our operations fail to comply with such laws or regulations, we may be subject to fines and other civil, administrative, or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities, as well as substantial legal expenses. In addition, we may be required to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we generate, use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardless of fault. We may be identified as a potentially responsible party under such laws. The amount of any costs, including fines or damages payments that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.

The export of our products internationally from our production facilities subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardous substances such as the United States Toxic Substances Control Act and the Registration, Evaluation, Authorization and Restriction of Chemical Substances. These laws and regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.

The SEC’s rules on climate change disclosures proposed in March 2022, if adopted, will increase our costs and expenditures, as well as the costs, expenditures and expectations of many of our third parties. The cost of complying with other current and future environmental, health and safety laws applicable to our operations and the operations of many of our third parties, or the liabilities arising from past releases of, or exposure to, hazardous substances, may result in future expenditures. Any of these developments, alone or in combination, could have an adverse effect on our business, financial condition, and results of operations.

Increasing attention to, and evolving expectations for, environmental, social, and governance (“ESG”) initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.

Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices. Expectations regarding voluntary ESG initiatives and disclosures may result in increased costs, changes in demand for certain offerings, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations. While we may at times engage in voluntary ESG initiatives, such initiatives may be costly and may not have the desired effect. We may experience pressure to make commitments relating to ESG matters that affect us, but we may be unable to make such commitments for strategic or cost-related reasons (or be perceived as not making commitments to the extent expected by stakeholders), in which case, we may experience reputational fallout, negative impacts with respect to our stakeholder relations or limitations with respect to our access to capital or insurance. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations.

Aspects of our business are subject to data privacy, data use and data security regulations and other requirements, which could increase our costs, and our actual or perceived failure to comply with such obligations could adversely affect our business, results of operations, and financial condition.

The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention, and security of personally identifiable information we collect from our employees, prospects, and our customers. Data privacy and security laws and regulations may limit the use and disclosure of certain personal information and require us to adopt certain cybersecurity and data handling practices that may affect our ability to effectively market our services to current, past, or prospective customers. We must comply with data privacy laws in the United States, Europe and other countries and jurisdictions where we conduct business.

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For example, in Europe the GDPR became effective May 25, 2018 and imposes strict requirements for processing the personal data of individuals within the European Economic Area, or EEA, or in the context of our activities within the EEA. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the noncompliant undertaking, whichever is greater. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/ change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/ or civil claims (including class actions). Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA, and the United States remains uncertain. Case law from the Court of Justice of the European Union states that reliance on the standard contractual clauses, or SCCs, - a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism - alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. On July 10, 2023, the European Commission adopted its Adequacy Decision in relation to the new EU-US Data Privacy Framework, or DPF, rendering the DPF effective as a GDPR transfer mechanism to U.S. entities self-certified under the DPF. We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the SCCs cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

We are also subject to the retained version of the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland, the UK General Data Protection Data Protection Regulation and Data Protection Act 2018, or collectively, the UK GDPR, which imposes separate but similar obligations to those under the GDPR and comparable penalties, including fines of up to £17.5 million or 4% of a noncompliant undertaking’s global annual revenue for the preceding financial year, whichever is greater. On October 12, 2023, the UK Extension to the DPF came into effect (as approved by the UK Government), as a data transfer mechanism from the UK to U.S. entities self-certified under the DPF.

In the U.S., certain states have also adopted data privacy and security laws and regulations, which govern the privacy, processing and protection of personal information. For example, the California Consumer Privacy Act of 2018, or CCPA, and became effective on January 1, 2020. Similar laws have been passed in other states and are continuing to be proposed at the state and federal level.

These laws create new individual privacy rights and impose increased obligations, including disclosure obligations, on companies handling personal data. In many jurisdictions, consumers must be notified in the event of a data security breach, and such notification requirements continue to increase in scope and cost. Data privacy and security laws and regulations may limit the use and disclosure of certain information and require us to adopt certain cybersecurity and data handling practices that may affect our ability to effectively market our services to current, past, or prospective customers. While we have invested in, and intend to continue to invest in, resources to comply with these standards, we may not be successful in doing so, and any actual or perceived failure to comply could result in additional cost and liability to us, damage our reputation and have an adverse effect on our business, results of operations and reputation.

As data privacy, data use and data security laws are interpreted and applied, compliance costs may increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. In recent years, there has been increasing regulatory enforcement and litigation activity in this area in the United States, Germany and in various other countries in which we operate.

Compliance with regulations for medical devices and solutions is expensive and time-consuming, and failure to obtain or maintain approvals, clearances, or compliance could impact financial projections and/or subject us to penalties or liabilities.

Our Desktop Labs and Desktop Health products and services, and healthcare provider customers and distributors, are and will be subject to extensive federal, state, local and foreign regulations, including, without limitation, regulations with respect to approvals and clearances for products, design, manufacturing and testing, labeling, marketing, sales, quality control, and data privacy and security. Unless an exemption applies, we must obtain clearance or approval from the Food and Drug Administration (or comparable foreign regulatory body) before a medical device or solution can be marketed or sold; this process involves significant time, effort and expense. The healthcare market overall is highly regulated and subject to frequent and sudden change. Our failure to secure clearances

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or approvals or comply with regulations could have an adverse impact on our business and reputation and subject us to lost research and development costs, withdrawal of clearance/approval, operating restrictions, liabilities, fines, penalties and/or litigation.

Risks Related to Intellectual Property

Third-party lawsuits and assertions alleging our infringement of patents, trade secrets or other intellectual property rights may have a significant adverse effect on our financial condition.

Third parties may own issued patents and pending patent applications that exist in fields relevant to additive manufacturing. Some of these third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims related to additive manufacturing. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our additive technologies may infringe. In addition, third parties may obtain patents in the future and claim that our technologies infringe upon these patents. Any third-party lawsuits or other assertion to which we are subject alleging our infringement of patents, trade secrets or other intellectual property rights may have a significant adverse effect on our financial condition.

We may incur substantial costs enforcing and defending our intellectual property rights.

We may incur substantial expense and costs in protecting, enforcing, and defending our intellectual property rights against third parties. Intellectual property disputes may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could have an adverse effect on our business and financial condition.

If we are unable to adequately protect or enforce our intellectual property rights, such information may be used by others to compete against us, in particular in developing consumables that could be used with our printing systems in place of our proprietary consumables.

We have devoted substantial resources to the development of our technology and related intellectual property rights. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We rely on a combination of registered and unregistered intellectual property and protect our rights using patents, licenses, trademarks, trade secrets, confidentiality and assignment of invention agreements and other methods.

Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes or improvements. We cannot provide assurance that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful protection. Our pending patent applications may not be granted, and we may not be able to obtain foreign patents or pending applications corresponding to our U.S. patents. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

Our trade secrets, know-how and other unregistered proprietary rights are a key aspect of our intellectual property portfolio. While we take reasonable steps to protect our trade secrets and confidential information and enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and we may not have entered into such agreements with all relevant parties. Such agreements may be breached, and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave our company and join our competitors, or our competitors or other parties may learn of the information in some other way. The disclosure to, or independent development by, a competitor of any of our trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that we may have over such competitor. This concern could manifest itself in particular with respect to our proprietary consumables that are used with our systems. Portions of our proprietary consumables may not be afforded patent protection. Chemical companies or other

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producers of raw materials used in our consumables may be able to develop consumables that are compatible to a large extent with our products, whether independently or in contravention of our trade secret rights and related proprietary and contractual rights. If such consumables are made available to owners of our systems, and are purchased in place of our proprietary consumables, our revenues and profitability would be reduced, and we could be forced to reduce prices for our proprietary consumables.

If our patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents and other intellectual property. Any of the foregoing events would lead to increased competition and reduce our revenue or gross margin, which would adversely affect our operating results.

If we attempt enforcement of our intellectual property rights, we may be, and have been in the past, subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Any of the foregoing could adversely affect our business and financial condition.

As part of any settlement or other compromise to avoid complex, protracted litigation, we may agree not to pursue future claims against a third party, including related to alleged infringement of our intellectual property rights. Part of any settlement or other compromise with another party may resolve a potentially costly dispute but may also have future repercussions on our ability to defend and protect our intellectual property rights, which in turn could adversely affect our business.

Our additive manufacturing software contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our products.

Our additive manufacturing software contains components that are licensed under so-called “open source,” “free” or other similar licenses. Open-source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. We currently combine our proprietary software with open-source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public. We do not plan to integrate our proprietary software with open-source software in ways that would require the release of the source code of our proprietary software to the public; however, our use and distribution of open-source software may entail greater risks than use of third-party commercial software. Open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, if we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release to the public or remove the source code of our proprietary software. We may also face claims alleging noncompliance with open-source license terms or infringement or misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly license or remove the software. In addition, if the license terms for open-source software that we use change, we may be forced to re-engineer our solutions, incur additional costs or discontinue the sale of our offerings if re-engineering could not be accomplished on a timely basis. Although we monitor our use of open-source software to avoid subjecting our offerings to unintended conditions, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We cannot guarantee that we have incorporated open-source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

General Risk Factors

If we cannot meet the continued listing requirements of the NYSE, the NYSE may delist our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stock.

On November 22, 2023, we were notified by the NYSE that we were not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 over a consecutive 30 trading-day period. Pursuant to NYSE rules, our Class A common stock continues to be listed and traded on NYSE during the cure period, subject to our compliance with other continued listing requirements. We notified the NYSE of our intent to cure the deficiency and return to compliance with the NYSE continued listing requirements.

On June 10, 2024 after obtaining stockholder approval, we effected a 1-for-10 reverse stock split (the “Reverse Stock Split”), and the Company’s Class A common stock began trading on the post-split adjusted basis on June 11, 2024. On July 24, 2024, we were

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notified by the NYSE that the closing bid price of our Class A common stock had been greater than $1.00 per share for 30 consecutive business days, from June 11, 2024 to July 24, 2024 . Accordingly, we have regained compliance with the requirements of Section 802.01C and this matter is now closed. If the average closing price our Class A common stock again is below $1.00 over a consecutive 30 trading-day period, we would again receive another notice of non-compliance with NYSE’s listing standards and face the risk of delisting.

No assurance can be given that we will be able to continue to comply with the NYSE minimum price requirement or maintain compliance with the other continued listing requirements of the NYSE. If we are unable to stay in compliance with the NYSE’s continued listing requirements and our Class A common stock is suspended from trading and delisted, it could have adverse consequences including, among others, reducing the number of investors willing to hold or acquire our Class A common stock, reducing the liquidity and market price of our Class A common stock, adverse publicity and a reduced interest in us from investors, analysts and other market participants. A delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation. In addition, the delisting of our Class A common stock from the NYSE would constitute a “fundamental change” under the terms of the indenture governing our 6.0% Convertible Senior Notes due 2027 (the “2027 Notes”), whereupon holders of the 2027 Notes may require us to repurchase for cash all or part of their Convertible Notes at a purchase price equal to the principal amount of the 2027 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date.

Our Class A common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our Class A common stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to several of factors such as those listed in this section and the following:

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the impact of the COVID-19 pandemic on our financial condition and the results of operations;

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our operating and financial performance and prospects;

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our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

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conditions that impact demand for our products;

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future announcements concerning our business, our customers’ businesses, or our competitors’ businesses;

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the public’s reaction to our press releases, other public announcements, and filings with the SEC;

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the size of our public float;

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coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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changes in laws or regulations which adversely affect our industry or us;

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changes in accounting standards, policies, guidance, interpretations or principles;

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changes in senior management or key personnel;

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issuances, exchanges or sales, or expected issuances, exchanges, or sales of our capital stock;

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changes in our dividend policy;

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adverse resolution of new or pending litigation against us; and

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changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, has the potential to create a substantial costs and divert resources and the attention of executive management regardless of the outcome of such litigation.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

The trading market for our Class A common stock depends, in part, on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our Class A common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our Class A common stock to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A common stock, or if our reporting results do not meet their expectations, the market price of our Class A common stock could decline.

The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. Now that we have ceased to be an “emerging growth company” an attestation report on internal control over financial reporting is required to be issued by our independent registered public accounting firm. As a result, we have incurred, and will continue to incur, increased legal, accounting, and other expenses. Our entire management team and many of our other employees will continue to devote substantial time to compliance and may not effectively or efficiently manage our transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, including IT controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition, and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements.

These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees, or as executive officers.

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As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.

We are subject to the rules and regulations established from time to time by the SEC and the NYSE. These rules and regulations require, among other things that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.

In addition, as a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting.

We have identified material weaknesses in our internal controls over financial reporting as of December 31, 2023. Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business.

We are required to maintain internal control over financial reporting and to report any material weaknesses in these controls. The process of designing and implementing effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis or result in material misstatements in our condensed consolidated financial statements, which could harm our operating results. In addition, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert management’s attention from other matters that are important to our business. Our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting on an annual basis.

In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures may be useful in evaluating our operating performance. We present certain non-GAAP financial measures in this Quarterly Report on Form 10-Q and intend to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable NYSE listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our Class A common stock.

As of December 31, 2023, our management and auditors determined that material weaknesses existed in our internal control over financial reporting due to the fact that we had not fully integrated our acquired subsidiaries into our control structure, and with our limited accounting department personnel, this may not be achievable. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis. While we have instituted plans to remediate the issue described above and continue to take remediation steps, including hiring additional personnel,

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including a vice president of accounting with public company experience, we continued to have a limited number of personnel with the level of GAAP accounting knowledge, specifically related to complex accounting transactions, commensurate with our financial reporting requirements.

Although we believe the hiring of additional accounting resources, implementation of additional reviews and processes requiring timely account reconciliations and analysis and implementation of processes and controls to better identify and manage segregation of duties will remediate the material weakness with respect to insufficient personnel, there can be no assurance that the material weakness will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If we are unable to remediate the material weakness, our ability to record, process, and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Class A common stock.

We are, and have been in the recent past, subject to litigation.

We are currently, and have been in the recent past, subject to litigation, and we could be subject to further litigation in the future. Although we vigorously pursue favorable outcomes, we can provide no assurance as to the outcome of any current or future lawsuits or allegations, and any such actions may result in judgments against us for significant damages. Resolution of any such matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent uncertainty in litigation and other proceedings. In addition, the additive manufacturing industry has been, and may continue to be, litigious, particularly with respect to intellectual property claims. Moreover, our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements. Regardless of the outcome, litigation has resulted in the past, and may result in the future, in significant legal expenses and require significant attention and resources of management. As a result, any present or future litigation that may be brought against us by any third party could result in losses, damages and expenses that have a significant adverse effect on our financial condition.

We do not intend to pay dividends on our Class A common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that our board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our Class A common stock. As a result, you may have to sell some or all of your Class A common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our Class A common stock.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities

All issuances of unregistered securities by us during the three months ended September 30, 2024, have been included previously in a Current Report on Form 8-K.

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Issuer Purchases of Equity Securities

The following table sets forth purchases of our common stock for the three months ended September 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

Period

​

Total number of shares purchased (1)

​

Average price paid per share

​

Total number of shares purchased as part of a publicly announced program

​

Approximate dollar value of shares that may yet be purchased under the program

July 1, 2024 through July 30, 2024

​

​

570

​

$

8.52

​

​

—

​

​

—

August 1, 2024 through August 31, 2024

​

​

5,467

​

$

6.51

​

​

—

​

​

—

September 1, 2024 through September 30, 2024

​

​

62

​

$

5.81

​

​

—

​

​

—

Total

​

​

6,099

​

​

​

​

​

—

​

​

​

(1) All of the shares were withheld from employees in satisfaction of minimum tax withholding obligations associated with the issuance of shares of Class A common stock.

​

​

Item 3. Defaults Upon Senior Securities

​

None.

Item 4. Mine Safety Disclosures

Not applicable.

​

Item 5. Other Information

(a)As the Company previously reported in Item 9B of its Annual Report on Form 10-K for the year ended December 31, 2023, on March 14, 2024, following a comprehensive review of the Company’s operating plan, the Board of Directors approved an additional cost reduction plan that includes a review of strategic alternatives for the Company’s photopolymer business and a review of other potential cost saving actions (the “Photopolymer Initiative”). The Company explored alternatives for the photopolymer business, which may include divestitures, curtailment of investment or winding down of the business. As part of the Photopolymer Initiative, the Company assumed a shortened useful life on certain assets, including fixed assets, intangibles, and right of use assets, related to the photopolymer business and recorded $0 and $80.3 million in incremental depreciation and amortization as restructuring charges for the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2024, the Company recorded restructuring charges of $0.4 million and $1.3 million, respectively, related to employee severance and facility consolidations in connection with the Photopolymer Initiative.

For all committed restructuring activities under the Photopolymer Initiative, the Company now expects to incur total pre-tax restructuring charges of $82.1 million to $82.5 million, which includes the following charges:

●$80.3 million of incremental depreciation and amortization, which was incurred during the nine months ended September 30, 2024;
●between $1.5 million and $1.7 million of one-time termination benefits and associated costs, which includes the $1.3 million incurred during the nine months ended September 30, 2024; and
●between $0.3 million and $0.5 million of lease termination and equipment exit costs.

The total estimated charges are expected to result in between $0.5 million and $0.9 million of future cash expenditures. The Company no longer expects to incur non-cash impairment charges related to long-lived assets in connection with the Photopolymer Initiative. The ranges of charges described above are estimates, and actual amounts may be materially different from these estimates.

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(b)None.
(c)During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

​

Item 6. Exhibits

(a)Exhibits

The exhibits listed in the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q and are incorporated herein by reference.

​

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EXHIBIT INDEX

​

​

​

​

​

​

​

​

​

​

​

​

​

Incorporated by Reference

Exhibit

    

​

    

Form

    

Exhibit

    

Filing Date

2.1

​

Agreement and Plan of Merger, dated as of July 2, 2024, by and among Nano Dimension, the Company and Merger Sub**

​

8-K

​

2.1

​

7/3/2024

10.1

​

Loan Term Sheet between the Company and Nano

​

8-K

​

10.2

​

7/3/2024

31.1

​

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

​

​

​

​

​

*

31.2

​

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

​

​

​

​

​

*

32.1

​

Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350

​

​

​

​

​

*

101.INS

​

Inline XBRL Instance Document

​

​

​

​

​

*

101.SCH

​

Inline XBRL Taxonomy Extension Schema Document

​

​

​

​

​

*

101.CAL

​

Inline XBRL Taxonomy Calculation Linkbase Document

​

​

​

​

​

*

101.DEF

​

Inline XBRL Taxonomy Definition Linkbase Document

​

​

​

​

​

*

101.LAB

​

Inline XBRL Taxonomy Extension Label Linkbase Document

​

​

​

​

​

*

101.PRE

​

Inline XBRL Taxonomy Extension Presentation Linkbase Document

​

​

​

​

​

*

104

​

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

​

​

​

​

​

*

*

Filed with this Quarterly Report on Form 10-Q.

**

Certain exhibits and schedules to this Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to provide to the Securities and Exchange Commission copies of such documents upon request; provided, however, that the Company reserves the right to request confidential treatment for portions of any such documents.

​

​

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

​

​

​

​

​

DESKTOP METAL, INC.

​

​

​

Date: October 31, 2024

​

By:

/s/ Ric Fulop

​

​

​

Ric Fulop

​

​

​

Chief Executive Officer

​

​

​

(Principal Executive Officer)

​

​

​

​

Date: October 31, 2024

​

By:

/s/ Jason Cole

​

​

​

Jason Cole

​

​

​

Chief Financial Officer

​

​

​

(Principal Financial Officer and Principal Accounting Officer)

​

​

​

​

​

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