3D Systems Corporation (NYSE:DDD) agreed to acquire Volumetric Biotechnologies, Inc. for $400 million on October 27, 2021. The transaction is structured as a $45 million closing payment, with up to $355 million additional opportunity linked to a series of milestone earnouts upon the attainment of significant steps in the demonstration of human applications. These payments are all comprised of approximately half cash and half stock.

Under the transaction, 3D Systems will acquire preferred stock, common stock, cash election convertible notes and SAFEs (Simple Agreement for Future Equity) of Volumetric in return for the merger consideration. The closing consideration is subject to adjustment for working capital, and will have assumed indebtedness deducted from it and Volumetric cash amount added. Jordan Miller, founder of Volumetric with Bagrat Grigoryan, Co-Founder and COO of Volumetric and his exceptional team of researchers will join 3D Systems existing team, led by 3D Systems' Chief Technology Officer for Regenerative Medicine, Chuck Hull.

Grigoryan will join 3D Systems as a Vice President of Regenerative Medicine. The transaction has been unanimously approved by the boards of directors of Volumetric and 3D Systems, and is expected to close in the fourth quarter of 2021. pH Partners, LLC served as financial advisor and Alan Bickerstaff and Cassandra Cuellar of Shearman & Sterling LLP acted as legal advisors to Volumetric.

Gary Thompson of Hunton Andrews Kurth, LLP served as legal advisor to 3D Systems. Computershare Limited acted as transfer agent for 3D Systems. As part of the consideration with respect to the closing of the transaction, after customary closing adjustments, the Company issued 0.720022 million 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 $19.759708 million.