Restor3D, Inc. entered into a definitive merger agreement to acquire Conformis, Inc. (NasdaqCM:CFMS) from shareholders for $18.1 million on June 22, 2023. Restor3D will acquire all outstanding shares of common stock of Conformis at $2.27 per share in cash, which represents an approximate 96% premium to the closing price of Conformis stock on June 22, 2023. Transaction will be funded through cash on hand available to Restor3D. In case of termination of the deal, Conformis will be required to pay restor3d a termination fee of $900,000. Conformis' Board of Directors, having determined that the transaction is in the best interests of the company's stockholders, has unanimously approved the transaction. The closing of this transaction is expected by the end of Q3 2023 and is subject to approval by Conformis? stockholders and other customary closing conditions.

UBS Securities LLC is serving as financial advisor and fairness opinion provider to Conformis, and Brian C. O?Fahey of Hogan Lovells US LLP is serving as its legal counsel. William J. Zawrotny of Jones Day is serving as legal counsel to restor3d. O'Melveny & Myers LLP represented UBS Securities as sell side advisor to Conformis. UBS Securities LLC and Hogan Lovells US LLP acted as due diligence providers to Conformis. Bill Zawrotny of Jones Day acted as due diligence provider to Restor3D. Conformis has agreed to pay UBS for its financial advisory services in connection with the Merger an aggregate fee of $3 million, $1 million of which became payable upon delivery of UBS? opinion and remainder of which is contingent upon consummation of the Merger. Equiniti Trust Company, LLC acted as transfer agent to Conformis. Conformis retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee of $25,000. Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Conformis Stockholders Vote ?FOR? the Pending Merger with restor3d.

Restor3D, Inc. completed the acquisition of Conformis, Inc. (NasdaqCM:CFMS) from shareholders on September 5, 2023. In connection with the completion of the acquisition, shares of Conformis common stock ceased trading on the NASDAQ. The transaction was approved by Conformis shareholders.