Materialise : Underwriting Agreement (Form 6-K)

This Form 6-K is incorporated by reference into the registrant's Registration Statement on Form F-3 (File No. 333-226006).

On June 9, 2021, Materialise NV ('Materialise' or the 'Company') entered into an underwriting agreement (the 'Underwriting Agreement') with J.P. Morgan Securities LLC, as representative of the several underwriters (the 'Underwriters') in connection with the public offering, issuance and sale of 4,000,000 American Depositary Shares ('ADSs'), each representing one ordinary share with no nominal value per share of the Company, at the public offering price of $24.00 per ADS, less underwriting discounts and commissions, pursuant to an effective registration statement on Form F-3 (File No. 333-226006) and a related prospectus supplement (the 'Prospectus Supplement') filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, Materialise granted the Underwriters an option, exercisable for 30 days from the date of the Prospectus Supplement, to purchase up to 600,000 additional ADSs from the Company at the public offering price, less underwriting discounts and commissions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions.

The offering closed on June 14, 2021. Materialise received net proceeds from the offering of approximately $91.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit		Description
1.1		Underwriting Agreement, dated June 9, 2021 among Materialise and J.P. Morgan Securities LLC, as representative on behalf of the Underwriters
5.1		Opinion of Eubelius CVBA
23.1		Consent of Eubelius CVBA (included in Exhibit 5.1)