3D Systems Corp 8-K, filed Dec 1, 2021
3D Systems Corp (DDD)
About this 8-K
3D Systems Corp filed this 8-K on December 1, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
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| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 8.01 below with respect to the issuance of the shares of the Common Stock of 3D Systems Corporation (the “Company”) as part of the consideration with respect to the closing of the Transaction (as defined below) is incorporated into this Item 3.02 by reference.
| Item 8.01. | Other Events. |
On December 1, 2021, the Company completed its previously announced acquisition (the “Transaction”) of Volumetric Biotechnologies, Inc. (“Volumetric”), which was effected through the merger of Texans Merger Sub I, Inc. and Texans Merger Sub II, Inc., each wholly-owned subsidiaries of the Company, with Volumetric. The name of the surviving corporation is “Volumetric Biotechnologies, Inc.”
As part of the consideration with respect to the closing of the Transaction, after customary closing adjustments, the Company issued 720,022 shares of the Company’s Common Stock to securityholders of Volumetric at an agreed upon issuance price of $27.4432 per share of Common Stock, resulting in an aggregate stock consideration value of $19,759,708. The shares of Common Stock were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act. The issuance of the shares of the Company’s Common Stock was exempt from registration because the issuance did not involve a public offering and each securityholder of Volumetric that received shares of the Company’s Common Stock in the Transaction entered into a securityholder acknowledgement and lock-up agreement with customary private offering representations, warranties and covenants. The shares of the Company’s Common Stock issued to such securityholders of Volumetric in connection with the Transaction are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to certain requirements restricting their resale, including certain holding period requirements.
For more information regarding the Transaction, see the Company’s Current Report on Form 8-K, filed on October 28, 2021.
SIGNATURE
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.
| 3D SYSTEMS CORPORATION | ||
| By: | /s/ Andrew M. Johnson | |
| Name: | Andrew M. Johnson | |
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |
Date: December 1, 2021