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ExOne Co Form 8-K: Current report

ExOne Co Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2021-11-12: Form 8-K; Period of report 2021-11-12; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.01.
  • 2021-11-10: Form 8-K; Period of report 2021-11-09; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2021-11-03: Form 8-K; Period of report 2021-11-03; Description 8.01 Other Events; Details 8.01.
  • 2021-10-29: Form 8-K; Period of report 2021-10-28; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2021-11-128-K2021-11-122.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
3.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
3.03 At the Effective Time, all ExOne Shares issued and outstanding immediately prior to the Effective Time (other than ExOne Shares owned or held (x) in treasury or otherwise owned by ExOne or any of its subsidiaries, (y) by Desktop Metal or any of its subsidiaries or (z) by any person who did not vote in favor of, or consent to, the Mergers and properly demanded appraisal of such shares under Delaware law, which were cancelled and ceased to exist) were converted into the right to receive the Merger Consideration and were cancelled and ceased to exist.
5.01 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.
5.02 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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2021-11-108-K2021-11-095.07 Submission of Matters to a Vote of Security Holders5.07 The ExOne Company (“ExOne”) held a special meeting of stockholders (the “Special Meeting”) on November 9, 2021.d223847d8k.htm
2021-11-038-K2021-11-038.01 Other Events8.01 As previously disclosed, on August 11, 2021, The ExOne Company (“ExOne” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Desktop Metal, Inc., 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.d614725d8k.htm
2021-10-298-K2021-10-288.01 Other Events8.01 As previously disclosed, on August 11, 2021, The ExOne Company (“ExOne” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Desktop Metal, Inc., 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, subject to the terms and conditions set forth therein, 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.d249451d8k.htm
2021-08-128-K2021-08-111.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 On August 11, 2021, The ExOne Company (“ExOne” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Desktop Metal, Inc., a Delaware corporation (“DM”), Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of DM (“Merger Sub I”), Texas Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of DM (“Merger Sub II”), and the Company.
5.02 The information with respect the cash retention rewards for John Hartner, Rick Lucas and Douglas Zemba in Item 1.01 is incorporated herein by reference.
5.03 On August 11, 2021, the Board approved amendments to the Company’s Amended and Restated Bylaws to amend the exclusive forum provision to make the federal district courts the exclusive forum for any cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).
7.01 On August 11, 2021, the Company hosted a joint investor conference call with DM to discuss its second quarter 2021 financial results and the Merger.
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2021-08-118-K2021-08-112.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On August 11, 2021, The ExOne Company (the “Company”) issued a press release relating to its 2021 second quarter financial results.
7.01 On August 11, 2021, Desktop Metal, Inc. (“DM”) and the Company issued a joint press release announcing, among other things, the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 11, 2021, by and among the Company, DM, Texas Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of DM (“Merger Sub I”) and Texas Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of DM (“Merger Sub II”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of DM (the “First Merger”) and immediately thereafter, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).
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2021-05-178-K2021-05-122.02 Results of Operations and Financial Condition; 5.07 Submission of Matters to a Vote of Security Holders2.02 On May 17, 2021, The ExOne Company (the “Company”) issued a press release relating to its 2021 first quarter financial results.
5.07 On May 12, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) solely by means of remote communication, in a virtual format.
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2021-03-118-K2021-03-112.02 Results of Operations and Financial Condition2.02 On March 11, 2021, The ExOne Company (the “Company”) issued a press release relating to its 2020 fourth quarter and 2020 full year financial results.xone-8k_20210311.htm
2021-02-128-K2021-02-101.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d249901d8k.htm
2021-02-098-K2021-02-091.02 Termination of a Material Definitive Agreement1.02 On September 11, 2020, The ExOne Company (the “Company”) entered into an equity distribution agreement with Canaccord Genuity LLC for the sale of up to an aggregate of $25,000,000 of its common stock in sales deemed to be made in “at-the-market” offerings, as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Equity Distribution Agreement”) and filed a prospectus supplement pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $25,000,000 through under the Equity Distribution Agreement (the “ATM Offering”).d112190d8k.htm
2021-02-088-K2021-02-082.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On February 8, 2021, The ExOne Company (the “Company”) issued a press release relating to its preliminary 2021 fourth quarter financial results.
7.01 On February 8, 2021 the Company also announced the launch of the ExOne Metal Designlab™ printer and X1F advanced furnace in an exclusive partnership with Rapidia, a Vancouver, Canada-based technology company founded by Dan Gelbart.
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2021-02-058-K2021-02-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 2, 2021, Lloyd A. Semple, a director on the Board of Directors (the “Board”) of The ExOne Company (the “Company”), notified the Company of his intention to retire from the Board, and not stand for re-election, when his current term expires at the Company’s upcoming 2021 annual meeting of stockholders.d112132d8k.htm