Item 8.01. Other Events.
On November 4, 2021, the Audit Committee of the Board of Directors of Desktop
Metal, Inc. (the "Company") engaged a third party to conduct an independent
internal investigation as a result of a whistleblower complaint relating to,
among other matters, manufacturing and product compliance practices and
procedures with respect to a subset of its photopolymer equipment and materials
at its EnvisionTec US LLC facility in Dearborn, Michigan. While the
investigation remains on-going, the Company has taken initial actions, including
implementing changes in the management of and procedures associated with
manufacturing the applicable products. Based on the investigation to date, the
Company does not believe the matters involved will have a material impact on the
Company, its financial statements or its business.
Additional Information and Where to Find It
This communication relates to a proposed business combination transaction
between Desktop Metal and ExOne. In connection with the proposed transaction,
Desktop Metal filed a registration statement on Form S-4 with the Securities and
Exchange Commission (the "SEC"), includes a proxy statement of ExOne and a
prospectus with respect to shares of Desktop Metal's common stock to be issued
in the proposed transaction (the "proxy statement/prospectus"). INVESTORS AND
SECURITY HOLDERS OF DESKTOP METAL AND EXONE ARE URGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Beginning on October 12, 2021, ExOne mailed the proxy
statement/prospectus to its stockholders in connection with meeting to be held
to request approval of the proposed transaction. Investors and security holders
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov, from Desktop Metal at its website, ir.desktopmetal.com, or from
ExOne at its website, investor.exone.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Participants in the Solicitation
Desktop Metal, ExOne and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information concerning Desktop Metal's participants is set
forth in the proxy statement, filed June 17, 2021, for Desktop Metal's 2021
annual meeting of stockholders as filed with the SEC on Schedule 14A and on
certain of its Current Reports on Form 8-K. Information concerning ExOne's
participants is set forth in the proxy statement, filed April 1, 2021, for
ExOne's 2021 annual meeting of stockholders as filed with the SEC on Schedule
14A and on certain of its Current Reports on Form 8-K. Additional information
regarding the interests of such participants in the solicitation of proxies,
including direct and indirect interests, in respect of the proposed transaction
is included in the registration statement and proxy statement/prospectus and
other relevant materials filed with the SEC.
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