Participants in the Solicitation
Markforged, Nano Dimension and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Markforged is set forth in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024. Information about the directors and executive officers of Nano Dimension is set forth in Nano Dimension’s Annual Report on Form 20-F, which was filed with the SEC on March 21, 2024. Markforged stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of the Markforged directors and executive officers in the transaction, which may be different than those of Markforged’s stockholders generally, by reading the preliminary proxy statement, definitive proxy statement (if and when available) and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
Forward-Looking Statements
Any statements in this message about Markforged’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include statements relating to the proposed transaction between Markforged and Nano Dimension, the benefits sought to be achieved through the transaction, the anticipated timing of the transaction, the potential effects of the transaction, the possibility of any termination of the merger agreement, the ability of Markforged and Nano Dimension to complete the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions to the consummation of the merger contemplated thereby and the other conditions set forth in the merger agreement, Markforged’s business and expectations regarding outlook and all underlying assumptions, Nano Dimension’s and Markforged’s objectives, plans and strategies, operating trends in markets where Markforged operates, projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Markforged intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Markforged’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may cause Markforged’s or Nano Dimension’s actual results or performance to be materially different from those expressed or implied in the forward-looking statements include, but are not limited to: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (ii) the effect of the announcement of the proposed transaction on the ability of Markforged to operate its business and retain and hire key personnel and to maintain favorable business relationships; (iii) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (v) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including the receipt of required regulatory approvals and the requisite approval of Markforged stockholders; (vi) the response of competitors, suppliers and customers to the proposed transaction; (vii) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; (viii) significant costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) restrictions during the pendency of the proposed transaction that may impact Markforged’s ability to pursue certain business opportunities; and (xi) other risks, uncertainties and factors discussed and described in reports filed with the SEC by Markforged and Nano Dimension from time to time, including those under the heading “Risk Factors” in their respective most recently filed reports on Form 10-K, 10-Q or 20-F, as applicable, and subsequent filings with the SEC.
The forward-looking statements included in this communication are made only as of the date hereof. Markforged undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Media
Sam Manning, Public Relations Manager
sam.manning@markforged.com
Investors
Austin Bohlig, Director of Investor Relations
investors@markforged.com
MARKFORGED HOLDING CORPORATION | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
As of September 30, 2024 and December 31, 2023 | |||||||
(In thousands, except share data and par value amounts) (Unaudited) | |||||||
September 30, 2024 | December 31, 2023 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 59,279 | $ | 116,854 | |||
Restricted cash | 19,371 | — | |||||
Accounts receivable, net of allowance for expected credit losses ($461 and $360, respectively) | 19,899 | 24,059 | |||||
Inventory | 21,672 | 26,773 | |||||
Prepaid expenses | 3,141 | 2,756 | |||||
Other current assets | 2,218 | 2,022 | |||||
Total current assets | 125,580 | 172,464 | |||||
Property and equipment, net | 15,864 | 17,713 | |||||
Intangible assets, net | 21,328 | 17,128 | |||||
Right-of-use assets | 31,496 | 36,884 | |||||
Other assets | 2,976 | 3,763 | |||||
Total assets | $ | 197,244 | $ | 247,952 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 10,319 | $ | 13,235 | |||
Accrued expenses | 10,061 | 9,840 | |||||
Settlement payable | 18,000 | — | |||||
Deferred revenue | 8,343 | 8,779 | |||||
Lease liabilities | 5,758 | 7,368 | |||||
Other current liabilities | — | 1,526 | |||||
Total current liabilities | 52,481 | 40,748 | |||||
Long-term settlement payable | 5,181 | — | |||||
Long-term deferred revenue | 4,686 | 6,083 | |||||
Contingent earnout liability | 7,653 | 1,379 | |||||
Long-term lease liabilities | 27,809 | 35,771 | |||||
Other liabilities | 1,476 | 2,361 | |||||
Total liabilities | 99,286 | 86,342 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity | |||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized at September 30, 2024 and December 31, 2023; 20,495,979 and 19,858,127 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 19 | 19 | |||||
Additional paid-in capital | 376,435 | 366,281 | |||||
Accumulated deficit | (278,378 | ) | (204,664 | ) | |||
Accumulated other comprehensive (loss) income | (118 | ) | (26 | ) | |||
Total stockholders’ equity | 97,958 | 161,610 | |||||
Total liabilities and stockholders’ equity | $ | 197,244 | $ | 247,952 | |||