UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2025

Date of Report (Date of earliest event reported): March 26, 2025

Desktop Metal, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in Its ~~its charter~~Charter)

Delaware		001-38835		83-2044042
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Delaware	001-38835	83-2044042
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

63 3^rdAvenue

Burlington, MA 01803

(Address of principal executive offices) (Zip Code)


63 Third AvenueBurlington, Massachusetts		01803
(Address of principal executive offices)		(Zip Code)

(978) 224-1244

(Registrant’s telephone number, ~~including~~ include area code)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed Since ~~since~~Last ~~last report.~~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 (see General Instructions A.2 below):

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

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

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

☐¨ ~~ ☐ 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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		DM		The New York Stock Exchange

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		DM		New York Stock Exchange

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 (§240.12b-2 of this chapter).

Emerging growth company ¨

~~Emerging~~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. ¨

Introduction

IfOn anApril ~~emerging~~2, ~~growth~~2025 ~~company~~(the “Closing Date”), ~~indicate~~Desktop byMetal, ~~check~~Inc., a ~~mark~~Delaware ifcorporation (the ~~registrant~~“Company”), ~~has~~completed ~~elected~~the ~~not~~previously announced transaction with Nano Dimension Ltd., an Israeli company (“Nano”), pursuant to ~~use~~the Agreement and Plan of Merger, dated as of July 2, 2024 (the ~~extended~~“Merger ~~transition~~Agreement”), by ~~period~~and ~~for~~among ~~complying~~the ~~with~~Company, ~~any~~Nano ~~new~~and orNano ~~revised~~US ~~financial~~I, ~~accounting~~Inc., ~~standards~~a ~~provided~~Delaware ~~pursuant~~corporation toand ~~Section 13~~an indirect wholly owned subsidiary of Nano (a“Merger Sub”) . Pursuant to the Merger Agreement, at the effective time of the ~~Exchange~~Merger ~~Act.~~(the ☐“Effective Time”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Nano.

Item 1.01 Material Definitive Agreement.

Supplemental Indenture for Convertible Notes

In connection with the closing of the Merger, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of April 2, 2025 (the “Supplemental Indenture”) which supplements the Indenture, dated as of May 13, 2022, by and between the Company and the Trustee (the “Convertible Notes Indenture” and, together with the First Supplemental Indenture, the “Indenture”), relating to the Company’s 6.0% Convertible Senior Notes due 2027 (the “Convertible Notes”).

As a result of the Merger, and pursuant to the Indenture, from and after the Effective Time, the Convertible Notes are no longer convertible into shares of Class A Common Stock. Rather, the right to convert each $1,000 in principal amount of the Convertible Notes was changed into a right to convert such principal amount of Convertible Notes into an amount in cash equal to the product of (i) the then in effect Conversion Rate (as defined in the Indenture) of 60.1504 and (ii) $5.295 (i.e., the Per Share Merger Consideration (as defined below)) which is approximately $318.50 per $1,000 principal amount of Convertible Notes.

~~Item~~The 2consummation of the Merger constitutes a Fundamental Change (as defined in the Indenture) under the Indenture.~~02Results~~ The effective date of ~~Operations~~the ~~and~~Fundamental ~~Financial~~Change ~~Condition~~in respect of the Convertible Notes is April 2, 2025 (the “Notes Effective Date”), the date of the consummation of the Merger.

OnAs ~~March~~a ~~26,~~result ~~2025,~~of ~~Desktop~~the ~~Metal,~~Fundamental ~~Inc.~~Change, aeach ~~Delaware~~holder ~~corporation~~of (Convertible Notes will have the “right to require the Company” orto ~~“Desktop~~repurchase ~~Metal”)~~its Convertible Notes, ~~announced~~pursuant ~~preliminary~~to ~~unaudited~~the ~~financial~~terms ~~results~~and ~~for~~procedures set forth in the Indenture, ~~year~~for ~~ended~~a ~~December~~cash ~~31,~~purchase ~~2024,~~price asequal ~~set~~to ~~forth~~100% inof ~~Item~~the ~~7.01~~principal amount of ~~this~~the ~~Current~~Convertible ~~Report~~Notes, onplus ~~Form~~accrued ~~8-K.~~and unpaid interest to, but excluding, the date of repurchase.

The ~~information~~foregoing indescription ~~this~~of ~~report~~the ~~furnished~~Indenture ~~pursuant~~does tonot ~~Items~~purport ~~2.02~~to be complete and ~~7.01~~is ~~shall~~subject ~~not~~to, beand ~~deemed~~qualified ~~“filed”~~in ~~for~~its ~~the~~entirety, ~~purposes~~by ofthe ~~Section~~full 18text of the ~~Securities~~Convertible ~~Exchange~~Notes ~~Act of 1934~~Indenture, aswhich ~~amended~~was ~~(the~~included ~~“Exchange~~as ~~Act”),~~Exhibit ~~or otherwise subject~~ 4.1 to the ~~liabilities~~Company’s ofCurrent ~~that~~Report ~~section.~~on ItForm ~~may~~8-K, ~~only~~filed bewith ~~incorporated~~the bySecurities ~~reference~~and inExchange ~~another~~Commission ~~filing~~(the ~~under~~“SEC”) ~~the~~on ~~Exchange~~May ~~Act~~13, 2022, orand the ~~Securities~~full ~~Act~~text of ~~1933~~the Supplemental Indenture, which is included as ~~amended,~~Exhibit if10.1 ~~such~~hereto, ~~subsequent~~and ~~filing~~is ~~specifically~~incorporated ~~references~~herein ~~such~~by ~~information~~reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Merger Consideration

~~Item~~Pursuant 7to the Merger Agreement, at the Effective Time, each of the Company’s outstanding shares of Class A common stock, par value $0.~~01Regulation~~0001 FDper ~~Disclosure~~share (the “Class A Common Stock”) (other than (i) shares held by the Company as treasury stock or held by Nano or Merger Sub or any wholly-owned subsidiary of Nano or Merger Sub and (ii) shares of Class A Common Stock held by stockholders who are entitled to and have properly demanded appraisal for such shares in accordance with, and who have complied in all respects with, Section 262 of the Delaware General Corporation Law), were converted into the right to receive an amount in cash equal to $5.295 (the “Per Share Merger Consideration”).

OnIn ~~March 26~~addition, ~~2025,~~at the ~~Company~~Effective released preliminary unaudited financial results for the year ended December 31, 2024. The preliminary results are unaudited, subject to completion of the Company’s financial reporting processes, based on information known by management as of the date of this Current Report on Form 8-K and do not represent a comprehensive statement of the Company’s financial results for the year ended December 31, 2024. Actual results may vary from these estimates, and the variations may be material. The Company expects to reportTime:

●· ~~Total~~Each ~~revenues~~option ~~for~~to ~~the~~purchase ~~year~~Class ~~ended~~A ~~December~~Common 31Stock (each, ~~2024~~a of“Company ~~approximately~~Stock ~~$148.8~~Option”) ~~million~~that was outstanding, ~~compared~~vested and unexercised immediately prior to ~~$189.7~~the ~~million~~Effective ~~for~~Time was cancelled and converted into the ~~year~~right ~~ended~~to ~~December~~receive ~~31,~~an ~~2023.~~amount ~~Revenues~~in ~~were~~cash ~~impacted~~equal to the Per Share Merger Consideration in respect of the quotient obtained by dividing (a) the ~~pending~~product ~~merger~~of ~~and~~(i) ~~litigation~~the onexcess, if any, of the ~~business~~Per ~~and~~Share ~~operations~~Merger Consideration over the per share exercise price of such Company Stock Option, multiplied by (ii) the number of shares of Class A Common Stock subject to the vested portion of such Company Stock Option immediately prior to the Effective Time, by (b) the Per Share Merger Consideration, without interest and less applicable tax withholdings.

●· ~~GAAP~~Each ~~gross~~restricted ~~margin~~stock ~~for~~unit award of Desktop Metal (a “Company RSU Award”) outstanding immediately prior to the ~~year~~Effective ~~ended~~Time ~~December~~that ~~31,~~was ~~2024~~unvested was cancelled and replaced with a restricted stock unit award of Nano (~~16.9~~a “Replacement RSU Award”)%, ~~compared~~on similar terms and conditions as were applicable to the Company RSU Award under the applicable incentive award plan prior to the Effective Time, except the Replacement RSU Award shall vest pro-rata over the three (5.3)% ~~for~~years following the ~~year~~Closing ~~ended~~Date ~~December~~(provided ~~31,~~that ~~2023;~~certain ~~Non-GAAP~~holders ~~gross~~of ~~margin~~Company RSU Awards will remain eligible for ~~the~~double-trigger ~~year~~accelerated ~~ended~~vesting ~~December~~under 31the Desktop Metal, ~~2024~~Inc. Severance Plan). The number of ~~30%~~Nano Ordinary Shares, ~~compared~~par tovalue ~~non-GAAP~~NIS ~~gross~~5.00 ~~margin~~per share (the “Nano Ordinary Shares”) underlying the Replacement RSU Award will be determined by multiplying the number of ~~27%~~shares ~~for~~of Class A Common Stock covered by the ~~year~~Company ~~ended~~RSU ~~December~~Award ~~31,~~immediately ~~2023.~~prior ~~GAAP~~to ~~gross~~the ~~margins~~Effective ~~were~~Time ~~impacted~~by the quotient obtained by dividing (a) the Per Share Merger Consideration by (b) the volume weighted average price of an American depositary share of Nano (representing a beneficial interest in one~~-time~~ ~~non-cash~~(1) ~~charges~~Nano ~~related~~Ordinary toShare) ~~accelerated~~for ~~amortization~~the ~~and~~ten ~~depreciation~~(10) onconsecutive ~~certain~~trading ~~intangible~~days ending on (and ~~fixed~~including) ~~assets~~the trading day that was immediately preceding the day that was three (3) days prior to the Closing Date, rounding down to the nearest whole number of shares; provided, however, that in no event shall the number of Nano Ordinary Shares underlying such Replacement RSU Awards exceed the Maximum ADS Amount (as defined in the Merger Agreement).

●· ~~GAAP~~Each ~~operating~~performance-based ~~expenses~~restricted ~~for~~stock ~~the~~unit ~~year~~award ~~ended December 31, 2024~~ of ~~$185.7 million, compared to GAAP operating expenses for~~ the ~~year~~Company ~~ended December 31~~(each, ~~2023~~a of“Company ~~$313.1~~PSU ~~million.~~Award”) ~~GAAP~~outstanding ~~operating~~immediately ~~expenses~~prior ~~were~~to ~~impacted by~~ the ~~strategic~~Effective ~~integration~~Time ~~and~~that ~~cost~~remained ~~optimization~~unvested ~~initiatives~~was ~~the~~cancelled ~~Company~~in ~~undertook~~full ~~starting~~for inno ~~2022~~consideration.

●Each ~~GAAP~~Company ~~net loss for the year ended December 31~~Option, ~~2024~~Company ofRSU ~~$219.5~~Award ~~million,~~and ~~compared~~Company toPSU ~~GAAP~~Award ~~net~~will ~~loss~~no longer ~~for~~have ~~the~~any ~~year~~force ~~ended December 31, 2023 of $323.3 million. GAAP net loss for the year ended December 31, 2024 was impacted by one-time non-cash charges related to accelerated amortization~~ and ~~depreciation~~effect on ~~certain~~or ~~intangible~~after ~~and~~the ~~fixed~~Effective ~~assets~~Time.

●Item ~~Adjusted~~3.01 ~~EBITDA~~Notice of ~~$(49.4)~~Delisting ~~million~~or ~~for~~Failure ~~the~~to ~~year~~Satisfy ~~ended~~a ~~December~~Continued ~~31,~~Listing ~~2024,~~Rule ~~compared~~or toStandard; ~~Adjusted~~Transfer ~~EBITDA~~ of ~~$(69~~Listing.~~1) million for the year ended December 31, 2023.~~

●The ~~Cash,~~information ~~cash~~contained ~~equivalents,~~in ~~and~~Item ~~short~~2.01 of this Current Report on Form 8-~~term~~K ~~investments~~(this at“Report”) ~~December~~is ~~31,~~incorporated ~~2024~~by ofreference ~~$20.4~~into ~~million~~this Item 3.01.

~~For~~In aconnection ~~reconciliation~~with the consummation of ~~non-GAAP~~the ~~gross~~Merger, ~~margin~~on the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been consummated and ~~Adjusted~~that ~~EBITDA~~each issued and outstanding share of Class A Common Stock had been converted into the right to receive the ~~most~~Per ~~comparable~~Share ~~measure~~Merger ~~calculated~~Consideration, inwithout ~~accordance~~interest. The Company requested that the NYSE (i) halt trading of the Class A Common Stock on the NYSE prior to the open of trading on the Closing Date, (ii) withdraw the Class A Common Stock from listing on the NYSE and (iii) file with ~~GAAP~~the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, ~~see~~as amended (the “~~Non-GAAP~~Exchange ~~Financial~~Act”), ~~Information~~on Form 25 to report that the Class A Common Stock is no longer listed on the NYSE and to apply for the deregistration of the Class A Common Stock under Section 12(b) of the Exchange Act. As a result, the Class A Common Stock, which previously traded under the symbol “DM”, will ~~below~~no longer be listed on the NYSE.

~~Information~~In ~~Regarding~~addition, ~~Preliminary~~the ~~Results~~Company intends to file a certification on Form 15 with the SEC suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Class A Common Stock.

The preliminary estimated financial information contained in this Current Report on Form 8-K reflects management’s estimates based solely upon information available to it as of the date of this Current Report on Form 8-K and is not a comprehensive statement of our financial results for the year ended December 31, 2024. The preliminary estimated financial information presented above is subject to change, and our actual financial results may differ from such preliminary estimates and such differences could be material. Accordingly, you should not place undue reliance upon these preliminary estimates.2

~~Non-GAAP~~Item ~~Financial~~3.03 ~~Information~~Material Modification to Rights of Security Holders.

~~This~~The ~~press~~information ~~release~~contained ~~contains~~in ~~non-GAAP~~Item ~~financial measures~~2.01, ~~including~~Item ~~non-GAAP~~3.01 ~~gross~~and ~~margin~~Item ~~and~~5.03 ~~Adjusted~~of this ~~EBITDA~~Report is incorporated by reference into this Item 3.03.

●As Wea ~~define~~result ~~non-GAAP~~of ~~gross~~the ~~margin~~consummation asof ~~GAAP~~the ~~gross~~Merger, ~~margin~~at ~~excluding~~the Effective Time, holders of the ~~effect~~Class A Common Stock immediately prior to such time ceased to have any rights as stockholders of ~~stock-based~~the ~~compensation~~Company, ~~amortization~~other ofthan their ~~acquired~~right ~~intangible~~to ~~assets,~~receive ~~restructuring,~~the ~~acquisition-related~~Per ~~and~~Share ~~integration~~Merger ~~costs,~~Consideration ~~and~~pursuant ~~inventory~~to ~~step-up~~the ~~adjustments~~terms of the Merger Agreement.

●Item We5.01 ~~define~~Changes ~~EBITDA~~in asControl ~~GAAP~~of ~~net income (loss) excluding interest, income taxes, and depreciation and amortization expense~~Registrant.

●The Weinformation ~~define~~contained ~~Adjusted~~in ~~EBITDA~~Item as2.01, ~~EBITDA~~Item ~~excluding~~3.01 ~~change~~and inItem ~~fair~~5.02 ~~value~~ of this ~~investments,~~Current ~~inventory~~Report ~~step-up~~on ~~adjustments,~~Form ~~stock~~8-~~based~~K ~~compensation,~~is ~~restructuring,~~incorporated ~~and~~by ~~acquisition-related~~reference ~~and~~into ~~integration~~this ~~costs~~Item 5.01.

InAs ~~addition~~a toresult ~~Desktop~~of ~~Metal’s~~the ~~results~~consummation ~~determined~~of inthe ~~accordance with GAAP~~Merger, ~~Desktop~~at ~~Metal’s~~the ~~management~~Effective ~~uses~~Time, a ~~this~~change ~~non-GAAP~~in ~~financial~~control ~~information~~of ~~to evaluate~~ the Company’s ~~ongoing~~occurred ~~operations~~ and ~~for~~the ~~internal~~Company ~~planning~~became ~~and~~an ~~forecasting~~indirect ~~purposes.~~wholly Weowned ~~believe~~subsidiary ~~that~~of ~~this non-GAAP financial information, when taken collectively, may be helpful to investors in assessing Desktop Metal’s operating performance~~Nano.

WeItem ~~believe~~5.02 ~~that~~Departure ~~the use~~ of ~~Non-GAAP~~Directors ~~gross~~or ~~margin~~Certain ~~and~~Officers; ~~Adjusted~~Election ~~EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect~~ of ~~financing,~~Directors; ~~capital~~Appointment ~~expenditures, and non-cash expenses such as stock-based compensation and warrants, and provides investors with a means to compare Desktop Metal’s financial measures with those~~ of ~~comparable~~Certain ~~companies,~~Officers; ~~which~~Compensatory ~~may~~Arrangements present similar non-GAAP financial measures to investors. However, investors should be aware that when evaluating non-GAAP gross margin and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of ~~these~~Certain ~~measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items~~Officers. ~~Our computation of these measures 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~~The ofinformation ~~these~~contained ~~limitations, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net loss, non-GAAP operating expense, EBITDA and Adjusted EBITDA should not be considered~~ in ~~isolation~~Item ~~or as a substitute for performance measures calculated in accordance with GAAP~~2.01 Weof ~~compensate~~this ~~for~~Report ~~these~~is ~~limitations~~ incorporated by ~~relying~~reference ~~primarily~~into onthis ~~our~~Item ~~GAAP results and using non-GAAP gross margin and Adjusted EBITDA on a supplemental basis~~5. ~~Management uses, and investors should consider, our non-GAAP financial measures only in conjunction with our GAAP results~~02. ~~Desktop Metal has not provided a reconciliation of its Adjusted EBITDA outlook to net income because estimates of all of the reconciling items cannot be provided without unreasonable efforts.~~

~~Set~~As ~~forth~~a ~~below~~result isof athe ~~reconciliation~~Merger ofand pursuant to the Merger Agreement, each of ~~non-GAAP~~Ric ~~financial~~Fulop, ~~measure~~Scott ~~used~~Dussault, inJames ~~this~~Eisenstein, ~~press~~Dayna ~~release~~Grayson, Wen Hsieh, Jeff Immelt, Stephen Nigro, Steve Papa, Bilal Zuberi resigned and ceased to ~~its~~be ~~most~~directors ~~directly~~of ~~comparable~~the ~~GAAP~~Company ~~financial~~and ~~measure~~members of any committee or subcommittee of the Company’s Board of Directors as of the Effective Time.

Julien Lederman and ~~DESKTOP~~Ofir ~~METAL~~Baharav, ~~INC.~~who ~~NON-GAAP~~constituted ~~RECONCILIATION~~the ~~TABLE~~directors ~~(in~~of Merger ~~thousands)~~Sub as of immediately prior to the Effective Time, became the directors of the Company.

As of the Effective Time, in accordance with the Merger Agreement, the executive officers of the Company immediately prior to the Merger remained in their respective positions as the executive officers of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


	For the Year Ended
	December 31,
(Dollars in thousands)	2024		2023		2022
GAAP gross margin	$	(25,218)	$	(10,090)	$	15,071
Stock-based compensation included in cost of sales(1)		1,931		2,262		2,257
Amortization of acquired intangible assets included in cost of sales		66,763		27,789		23,707
Restructuring expense in cost of sales		224		30,205		3,273
Acquisition-related and integration costs included in cost of sales		913		958		1,148
Inventory step-up adjustment in cost of sales		—		—		1,496
Non-GAAP gross margin	$	44,613	$	51,124	$	46,952

GAAP operating loss	$	(210,918)	$	(323,221)	$	(731,763)
Stock-based compensation(2),(3)		25,392		33,177		48,785
Amortization of acquired intangible assets		99,183		41,617		38,662
Restructuring expense(4)		13,583		37,488		6,574
Inventory step-up adjustment in cost of sales		—		—		1,496
Acquisition-related and integration costs(5)		13,298		6,179		6,766
Impairment charges		—		8,518		—
Goodwill impairment		—		112,911		498,800
Non-GAAP operating loss	$	(59,462)	$	(83,331)	$	(130,680)

GAAP net loss	$	(219,453)	$	(323,271)	$	(740,343)
Stock-based compensation(2),(3)		25,392		33,177		48,785
Amortization of acquired intangible assets		99,183		41,617		38,662
Restructuring expense(4)		13,583		37,488		6,957
Inventory step-up adjustment in cost of sales		—		—		1,496
Acquisition-related and integration costs(5)		13,298		6,179		6,766
Impairment charges		—		8,518		—
Goodwill impairment		—		112,911		498,800
Change in fair value of investments		3,262		1,239		8,164
Non-GAAP net loss	$	(64,735)	$	(82,142)	$	(130,713)

Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety. A copy of the Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Report and are incorporated herein by reference.

This Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(1d) Includes no liability-award stock-based compensation for the year ended December 31, 2024. Includes $0.1 million of liability-award stock-based compensation associated with bonuses granted in dollar amounts and paid out in RSUs under our bonus plan (“liability-award stock-based compensation”) for the years ended December 31, 2023 and 2022. Exhibits

(2) Includes $7.3 million of stock-based compensation expense associated with the strategic integration and cost optimization initiative that included a global workforce reduction, facilities consolidation, and other operational savings measures, approved by our board of directors on June 10, 2022 (the “2022 Initiative”), for the year ended December 31, 2022.

Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of July 2, 2024, by and among Nano Dimension, the Company and Merger Sub (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2024)
3.1		Third Amended and Restated Certificate of Incorporation
3.2		Second Amended and Restated By-laws
10.1		First Supplemental Indenture, dated April 2, 2025, by and between the Company and U.S. Bank Trust Company, National Association.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

~~(3)~~* ~~Includes~~Certain noexhibits ~~liability-award~~and ~~stock-based~~schedules ~~compensation~~to ~~for~~this ~~the~~Agreement ~~year~~and ~~ended~~Plan ~~December~~of ~~31,~~Merger ~~2024.~~have ~~Includes~~been $omitted pursuant to Item 601(b)(2) of Regulation S-K.0 ~~million~~The Company hereby undertakes to provide to the Securities and ~~$1.0~~Exchange ~~million~~Commission copies of ~~liability-award~~such ~~stock-based~~documents ~~compensation~~upon request; provided, ~~respectively~~however, ~~for~~that the ~~years~~Company ~~ended~~reserves ~~December~~the ~~31,~~right ~~2023~~to ~~and~~request ~~2022~~confidential treatment for portions of any such documents.

~~(4) Includes $4.5 million of depreciation classified as restructuring charges for the year ended December 31, 2024.~~3

(5) For the year ended December 31, 2023, we incurred $10.0 million in merger expenses related to the announced transaction by and among the Company, Stratasys Ltd. (“Stratasys”) and Tetris Sub Inc. (the “Stratasys Transaction”), and recognized a $10.0 million reduction in expenses as a result of the reimbursement from Stratasys, with no net impact to the adjustment for Acquisition-related and integration costs for the year ended December 31, 2023.SIGNATURES

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

	Desktop Metal, Inc.

Date: April 2, 2025	By:	/s/ Larry O’Connell
	Name:	Larry O’Connell
	Title:	General Counsel and Corporate Secretary


DESKTOP METAL, INC.
NON-GAAP OPERATING EXPENSE RECONCILIATION TABLE
(in thousands)
	For the Year Ended
	December 31,
(Dollars in thousands)	2024		2023		2022
GAAP operating expenses	$	185,700	$	313,131	$	746,834
Stock-based compensation included in operating expenses(1),(2)		(23,461)		(30,915)		(46,528)
Amortization of acquired intangible assets included in operating expenses		(32,420)		(13,828)		(14,955)
Restructuring expense included in operating expenses		(13,359)		(7,283)		(3,301)
Acquisition-related and integration costs included in operating expenses(3)		(12,385)		(5,221)		(5,618)
Impairment charges		—		(8,518)		—
Goodwill impairment		—		(112,911)		(498,800)
Non-GAAP operating expenses	$	104,075	$	134,455	$	177,632

(1) Includes $7.3 million of stock-based compensation expense associated with the 2022 Initiative for the year ended December 31, 2022.

(2) Includes no liability-award stock-based compensation for the year ended December 31, 2024. Includes $1.9 million and $0.9 million of liability-award stock-based compensation, respectively, for the years ended December 31, 2023 and 2022.

(3) For the year ended December 31, 2023, we incurred $10.0 million in merger expenses related to the Stratasys Transaction and recognized a $10.0 million reduction in expenses as a result of the reimbursement from Stratasys, with no net impact to the adjustment for Acquisition-related and integration costs for the year ended December 31, 2023.


DESKTOP METAL, INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATION TABLE
(in thousands)
	For the Years Ended
	December 31,
(Dollars in thousands)	2024		2023		2022
Net loss attributable to common stockholders	$	(219,453)	$	(323,271)	$	(740,343)
Interest (income) expense, net		6,665		4,099		1,743
Income tax expense (benefit)		463		(3,105)		(1,498)
Depreciation and amortization(1)		111,881		53,632		50,767
EBITDA		(100,444)		(268,645)		(689,331)
Change in fair value of investments		3,262		1,239		8,164
Inventory step-up adjustment		—		—		1,496
Stock-based compensation expense(2),(3)		25,392		33,177		48,785
Restructuring expense(1)		9,086		37,488		6,957
Goodwill impairment		—		112,911		498,800
Impairment charges		—		8,518		—
Acquisition-related and integration costs(4)		13,298		6,179		6,766
Adjusted EBITDA	$	(49,406)	$	(69,133)	$	(118,363)

(1) In connection with the cost reduction plan that included a review of strategic alternatives for the Company’s photopolymer business, we recorded incremental depreciation and amortization for the shortened useful life of various fixed assets and intangibles to restructuring charges. For the year ended December 31, 2024, we recorded incremental depreciation of $4.5 million and incremental amortization of $71.0 million. These amounts are listed in the depreciation and amortization line.

(2) Includes $7.3 million of stock-based compensation expense associated with the 2022 Initiative for the year ended December 31, 2022.

(3) Includes no liability-award stock-based compensation for the year ended December 31, 2024. Includes $2.0 million and $1.0 million of liability-award stock-based compensation, respectively, for the years ended December 31, 2023 and 2022.

(4) For the year ended December 31, 2023, we incurred $10.0 million in merger expenses related to the Stratasys transaction and recognized a $10.0 million reduction in expenses as a result of the reimbursement from Stratasys, with no net impact to the adjustment for Acquisition-related and integration costs for the year ended December 31, 2023.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in these communications, including statements regarding Desktop Metal’s future results of operations and financial position, financial targets, business strategy, plans and objectives for future operations and the expected benefits of the proposed transaction with Nano Dimension, are forward-looking statements. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: demand for Desktop Metal’s products and services; the global macro-economic environment; impacts of rapid technological change in the additive manufacturing industry; Desktop Metal’s ability to realize the benefits from cost saving measures; supply and logistics disruptions, including shortages and delays; and risks related to the completion of the proposed transaction and actions related thereto. For more information about risks and uncertainties that may impact Desktop Metal’s business, financial condition, results of operations and prospects generally, please refer to Desktop Metal’s reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the most recent Form 10-K filed with the SEC, and such other reports as Desktop Metal has filed or may file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Desktop Metal, Inc. assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURES

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

	Desktop Metal, Inc.

Date: March 26, 2025	By:	/s/ Jason Cole
	Name:	Jason Cole
	Title:	Chief Financial Officer

Filing Compare · Desktop Metal, Inc.