Item 2.02. Results of Operations and Financial Condition
The information contained under the subsection "Preliminary Financial Results
for the Three Months Ended December 31, 2021" in Item 7.01 below is incorporated
herein by reference.
Item 7.01. Regulation FD Disclosure
Notes Offering
On January 31, 2022, Xometry, Inc. (the "Company") issued a press release
announcing that it intends, subject to market conditions and other factors, to
offer $250 million aggregate principal amount of convertible senior notes due
2027 (the "Notes"). The Company intends to offer the Notes to the initial
purchasers of the Notes pursuant to Section 4(a)(2) of the Securities Act of
1933 (the "Securities Act") and expects any resale of the Notes to be to
qualified institutional buyers pursuant to Rule 144A under the Securities Act.
The Company also intends to grant to the initial purchasers of the Notes an
option to purchase up to an additional $37.5 million aggregate principal amount
of Notes.
A copy of the press release issued by the Company announcing the launch of the
offering of the Notes is filed as Exhibit 99.1 hereto.
Preliminary Financial Results for the Three Months Ended December 31, 2021
On January 31, 2022, the Company issued a press release announcing certain
preliminary unaudited financial information for its fiscal quarter ended
December 31, 2021. The preliminary results presented reflect the Company's
estimates based solely upon information available, and the Company's final
results could differ from these estimates due to the completion of the Company's
financial closing procedures, final adjustments and other developments that may
arise between now and the time such audited consolidated financial statements
for the year ended December 31, 2021 are issued. Any such change may potentially
be material. Readers should exercise caution in relying on this information and
should draw no inferences from this information regarding financial or operating
data not provided.
A copy of the press release issued by the Company announcing the preliminary
unaudited financial information for its fiscal quarter ended December 31, 2022
is filed as Exhibit 99.2 hereto.
The information in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 attached
hereto is being "furnished" and shall not be deemed "filed" for purposes of
Section 18 of the Exchange Act, or incorporated by reference into those filings
of the Company that provide for the incorporation of all reports and documents
filed by the Company under the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
99.1 Press release, dated January 31, 2022
99.2 Press release, dated January 31, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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