UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

~~PURSUANT~~SECURITIES TOEXCHANGE ACT ~~SECTION~~OF ~~13 OR 15(D)~~1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date of ~~ACT~~earliest OFevent ~~1934~~reported): November 12, 2021

Date of Report (Date of earliest event reported) November 9, 2021

The ExOne Company

(Exact name of registrant as specified in its charter)

Delaware	001-35806	~~001~~46-~~35806~~1684608	~~46-1684608~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

127 Industry Boulevard
North Huntingdon, Pennsylvania	15642
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 863-9663

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered Common stock XONE The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

As previously disclosed on August 11, 2021, The ExOne Company (now known as ExOne Operating, LLC) (“ExOne”) ~~held~~entered ainto an ~~special~~Agreement ~~meeting~~and Plan of ~~stockholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”), ondated ~~November~~as of August 911, 2021., Atby ~~the~~and ~~Special~~among ~~Meeting~~Desktop Metal, Inc., a ~~ExOne’s~~Delaware ~~stockholders~~corporation ~~voted~~(“Desktop onMetal”), ~~three~~Texas ~~proposals~~Merger Sub I, Inc., ~~each~~a Delaware corporation and a wholly owned subsidiary of ~~which~~Desktop ~~was~~Metal ~~described~~(“Merger inSub ~~ExOne’s~~I”), ~~definitive~~Texas ~~proxy~~Merger ~~statement~~Sub onII, ~~Schedule~~LLC, ~~14A~~a ~~filed~~Delaware ~~with~~limited ~~the~~liability ~~Securities~~company and ~~Exchange~~a ~~Commission~~wholly onowned ~~October 8,~~subsidiary of ~~2021.~~Desktop AtMetal ~~the~~(“Merger ~~close~~Sub ofII”), ~~business~~and onExOne. ~~October~~On November 412, 2021 (the “Closing Date”), pursuant to the Merger ~~record~~Agreement, ~~date~~Merger ~~for~~Sub I merged with and into ExOne (the ~~Special~~“First ~~Meeting~~Merger”), ~~there~~and ~~were~~immediately 22thereafter ExOne,~~361,254~~ ~~shares~~as the surviving entity of ~~common~~the ~~stock,~~First ~~$0.01~~Merger ~~par~~and ~~value~~having ~~per~~become ~~share,~~a wholly owned subsidiary of ~~ExOne~~Desktop ~~outstanding~~Metal (the “First Surviving Corporation”), merged with and ~~entitled~~into toMerger ~~vote.~~Sub AII ~~total~~(the of“Second 14Merger”,~~961~~ and together with the First Merger,~~779~~ ~~shares~~the of“Mergers”), ~~common~~with Merger ~~stock~~Sub ~~were~~II ~~voted~~having ~~virtually~~survived orthe bySecond ~~proxy,~~Merger ~~representing~~and 66continuing as a wholly owned subsidiary of Desktop Metal.~~90%~~ In connection with the consummation of the ~~shares~~Mergers, ofMerger ~~common~~Sub ~~stock~~II, ~~outstanding~~as ~~and~~the ~~entitled~~surviving toentity ~~vote,~~in ~~which~~the ~~constituted~~Second aMerger ~~quorum~~and toultimate ~~conduct~~surviving ~~business~~entity atof the ~~Special~~Mergers, ~~Meeting~~was renamed ExOne Operating, LLC (“ExOne Operating”). The ~~final~~Merger ~~voting~~Agreement ~~results~~and ~~with~~additional information ~~respect~~on tothe ~~each~~details ~~proposal~~of ~~considered~~the ~~and~~Mergers ~~voted~~may ~~upon~~be atfound in the ~~Special~~Current ~~Meeting~~Report ~~are~~on ~~set~~Form 8-K ~~forth~~filed ~~below.~~with the Securities and Exchange Commission (“SEC”) by ExOne on August 12, 2021.

~~Proposal~~Item 12.01. Completion of Acquisition or Disposition of Assets.

~~ExOne~~The ~~stockholders~~information ~~voted~~provided toin ~~adopt~~ the ~~Agreement~~Introductory ~~and~~Note ~~Plan~~ of ~~Merger,~~this ~~dated~~Current asReport on ~~of August~~Form ~~11,~~8-K ~~2021~~is ~~(the~~incorporated ~~“Merger~~herein ~~Agreement”),~~ by ~~and among Desktop Metal, Inc~~reference., a Delaware corporation (“Desktop Metal”), Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Desktop Metal (“Merger Sub I”), Texas Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Desktop Metal (“Merger Sub II”), and ExOne, pursuant to which Merger Sub I will merge with and into ExOne (the “First Merger”), and immediately thereafter ExOne, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the “Second Merger,” and together with First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Desktop Metal (the “Merger Proposal”):

~~For:~~At ~~14,873,549~~the ~~Against:~~effective 72time of the first Merger (the “Effective Time”),~~861~~ ~~Abstained*:~~each 15share of common stock,~~369~~ ~~Broker~~par ~~Non-Votes*:~~value $0.01 ~~Percentage~~per share, of ~~Votes~~ExOne ~~Cast~~(“ExOne Shares”) issued and outstanding immediately prior to the Effective Time (other than the shares that are owned by Desktop Metal, ExOne, Merger Sub I or Merger Sub II), was converted into the right to receive (a) $8.50 in ~~Favor~~cash, without interest, and (b) 2.1416 shares of ~~Total~~Desktop ~~Shares~~Metal ~~Represented~~Class A common atstock, ~~the~~par ~~Special~~value ~~Meeting:~~$0.0001 99per share (“Desktop Metal Class A common stock”).~~41%~~

*At ~~Abstentions~~the ~~are~~Effective ~~counted~~Time, ~~towards~~(a) each outstanding unvested option to purchase ExOne Shares was converted into an option to acquire a number of Desktop Metal Class A common stock equal to the ~~vote~~product obtained ~~total~~by ~~for~~multiplying the ~~Merger~~number ~~Proposal~~of shares of ExOne common stock subject to such option by 3.1416, with an exercise price per share of Desktop Metal Class A common stock equal to the quotient obtained by dividing the exercise price per share of ExOne common stock by 3.1416; (b) each outstanding vested option to purchase ExOne common stock was cancelled and ~~have~~the holder thereof became entitled to receive the ~~same~~excess ~~effect~~of the merger consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option’s exercise price was less than the merger consideration; (c) each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan (“~~Against~~ExOne COC RSAs”) ~~votes.~~vested ~~Broker~~and ~~non-votes~~were ~~have~~cancelled and the ~~same~~holder ~~effect~~of assuch aExOne COC ~~vote~~RSA received the merger consideration; (d) each award of restricted shares of ExOne common stock not subject to the ExOne Change of Control Severance Plan (“~~Against~~ExOne RSAs”) vested and were cancelled and the ~~Merger~~holder ~~Proposal~~of such ExOne RSA received the merger consideration; and (e) each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the “ESPP Award”), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the merger consideration.

~~Proposal~~In connection with the closing of the Mergers, Desktop Metal paid approximately $191.4 million in cash and issued approximately 48.2 million shares of Desktop Metal Class A common stock to former holders of ExOne Shares, including 0.6 million shares of Desktop Metal Class A common stock to former holders of ExOne vested options, ExOne COC RSAs, ExOne RSAs and ExOne ESPP Awards.

~~ExOne~~The ~~stockholders~~issuance ~~voted~~of toDesktop ~~approve,~~Metal onClass A acommon ~~non-binding,~~stock ~~advisory~~in ~~basis,~~connection with the ~~compensation~~Merger ~~that~~Agreement ~~may~~was beregistered ~~paid~~under orthe ~~become~~Securities ~~payable~~Act of 1933 pursuant to ~~ExOne~~Desktop Metal’s ~~named~~registration ~~executive~~statement ~~officers~~on Form S-4 in(Registration ~~connection~~No. 333-259564) ~~with~~declared effective by the ~~Mergers~~Securities and Exchange Commission (the “~~Advisory~~SEC”) on ~~Executive~~October 8, ~~Compensation~~2021 ~~Proposal~~(the “Registration Statement”):. The proxy statement/prospectus in the Registration Statement contains additional information about the Mergers.

~~For:~~Based on 13the 20-day volume weighted average price (VWAP) of Desktop Metal common stock on November 9,~~930~~ 2021,~~428~~ ~~Against:~~ExOne ~~818,552~~shareholders ~~Abstained**:~~received $8.50 ~~212~~in cash and $16.43 in shares of Desktop Metal common stock for each share of ExOne common stock,~~799~~ ~~Broker~~for ~~Non-Votes**:~~a 0total ~~Percentage~~purchase price of ~~Votes~~approximately $24.93 ~~Cast~~per inshare, ~~Favor~~representing a transaction value of ~~Total~~$561.3 ~~Shares~~million. ~~Represented~~Desktop atMetal funded the ~~Special~~cash ~~Meeting:~~portion 93of the Merger Consideration with cash on hand, including ExOne cash on hand of $105 million.~~10%~~

**The ~~Abstentions~~foregoing ~~are~~description ~~counted~~of ~~towards~~ the ~~vote~~Merger ~~total~~Agreement ~~for~~and the ~~Advisory~~transactions contemplated ~~Executive~~by ~~Compensation~~the ~~Proposal~~Merger ~~and~~Agreement ~~have~~does ~~the~~not ~~same~~purport ~~effect~~to asbe ~~“Against”~~complete ~~votes.~~and ~~Broker~~is ~~non-votes~~subject ~~have~~to, noand ~~effect~~qualified onin its entirety by reference to, the ~~outcome~~full text of the ~~voting~~Merger Agreement, which was previously filed as Exhibit 2.1 to ExOne’s Current Report on Form 8-K filed on August 12, 2021 with the ~~Advisory~~SEC ~~Executive~~and ~~Compensation~~is ~~Proposal~~incorporated by reference herein.

~~Proposal~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

~~ExOne~~The ~~stockholders~~information ~~voted~~provided toin ~~approve one or more adjournments of~~ the ~~Special~~Introductory ~~Meeting,~~Note ifand ~~necessary~~Item or2.01 ~~appropriate,~~of this toCurrent ~~solicit~~Report ~~additional~~on ~~proxies~~Form 8-K ifis ~~there~~incorporated ~~are~~herein ~~insufficient~~by ~~votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”):~~ reference.

~~For:~~On ~~14,010,456~~the ~~Against:~~Closing ~~929~~Date,~~747~~ ~~Abstained***:~~ExOne ~~21,576~~notified ~~Broker~~The ~~Non-Votes***:~~Nasdaq 0Stock ~~Percentage~~Market (“Nasdaq”) of ~~Votes~~the ~~Cast~~consummation inof ~~Favor~~the First Merger and requested that Nasdaq file with the SEC a notification of ~~Total~~removal from listing on Form 25 in order to delist ExOne Shares ~~Represented~~from atNasdaq and deregister ExOne Shares under Section 12(b) of the ~~Special~~Exchange ~~Meeting:~~Act. 93The First Surviving Corporation intends to file with the SEC a certification on Form 15 requesting that ExOne’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.~~64%~~

~~***~~Item ~~Abstentions are counted towards the vote total for the Adjournment Proposal and have the same effect as “Against” votes~~3.03. ~~Broker~~Material ~~non-votes~~Modification ~~have~~to noRights ~~effect on the outcome~~ of ~~the~~Security ~~voting on the Adjournment Proposal~~Holders.

OnAt ~~November~~the 9,Effective ~~2021~~Time, all ExOne Shares issued aand ~~press~~outstanding ~~release~~immediately prior ~~announcing~~to the ~~results~~Effective Time (other than ExOne Shares owned or held (x) in treasury or otherwise owned by ExOne or any of ~~the~~its ~~voting~~subsidiaries, at(y) by ~~the~~Desktop ~~Special~~Metal ~~Meeting.~~or Aany ~~copy~~of its subsidiaries or (z) by any person who did not vote in favor of, or consent to, the ~~press~~Mergers ~~release~~and isproperly ~~attached~~demanded appraisal of such shares under Delaware law, which were cancelled and ceased to ~~this~~exist) ~~Current~~were ~~Report~~converted oninto ~~Form~~the ~~8-K~~right asto ~~Exhibit~~receive ~~99.1~~the Merger Consideration and iswere ~~incorporated~~cancelled and byceased ~~reference~~to ~~herein~~exist.

~~Item~~The 9information provided in the Introductory Note and Items 2.01, ~~Financial~~3.01 and ~~Statements~~5.01 ~~and~~of ~~Exhibits~~this Current Report on Form 8-K is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~5.01. Changes in Control of Registrant.

ExhibitNumber		Description
99.1		Press Release of The ExOne Company dated November 9, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the First Merger, a change of control of the registrant occurred and ExOne became a wholly owned subsidiary of Desktop Metal.

Item 5.02.

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time each of S. Kent Rockwell, Paul A. Camuti, John F. Hartner, John Irvin, Gregory Pashke, William F. Strome, Roger W. Thiltgen and Bonnie Wachtel resigned as a member of the board of directors of ExOne and ExOne became a member-managed Delaware limited liability company with no directors.

At the Effective Time, John F. Hartner, Douglas D. Zemba, Loretta L. Benec, Rick Lucas and Michael Doshen ceased to be officers of ExOne, and Ric Fulop became the President, James Haley became the Treasurer and Meg Broderick became the Secretary of ExOne.

Subsequent to the Closing, the Company entered into a consulting agreement with Douglas D. Zemba pursuant to which Mr. Zemba agreed to perform consulting, advisory and related services to the Company as requested for a period of 120 days. The Company will pay to Mr. Zemba fees of (i) $25,000 for the first 30 days, (ii) $50,000 for the period beginning on the 31st day and ending on the 60th day, (iii) $50,000 for the period beginning on the 61st day and ending on the 90th day and (iv) $100,000 for the period beginning on the 91st day and ending on the 120th day.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of August 11, 2021, by and among Desktop Metal, Merger Sub I, Merger Sub II and ExOne (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on August 12, 2021 (File Number 001-35806)).

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2021

	ExOne Operating, LLC
	Successor by merger to THE EXONE COMPANY

	By:	/s/ Meg Broderick
		Meg Broderick
		Secretary

November 10, 2021 (Date)

The ExOne Company (Registrant)

/s/ Loretta L. Benec

Loretta L. Benec

Vice President, General Counsel and Corporate Secretary

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