DM
Desktop Metal, INC
NYSE
DEFA14A: Desktop Metal Urges Stockholders to Approve Nano Dimension Merger to Avoid Potential Bankruptcy
Sentiment:
Proxy Statement
13 September 2024 4:02 PM
Desktop Metal is urging its stockholders to vote in favor of the proposed merger with Nano Dimension, warning of potential cash depletion and bankruptcy risk if the merger is not approved.
Worse than expected
The company expects to run out of cash by the end of the first quarter 2025 if the merger is not approved.
The company may need to undertake financings that may be severely dilutive to stockholders if the merger is not approved.
There is a risk of bankruptcy if the merger is not approved.
Capital raise
The document mentions that if the merger is not approved, Desktop Metal may need to undertake financings.
These financings may be severely dilutive to stockholders.
Summary
- Desktop Metal is urging stockholders to approve the proposed merger with Nano Dimension.
- The company believes the merger is the only viable option for stockholders to realize value for their shares.
- If the merger is not approved, Desktop Metal expects to run out of cash by the end of the first quarter of 2025.
- Failure to approve the merger could lead to dilutive financings or even bankruptcy.
- The Board of Directors unanimously recommends voting FOR all items on the agenda.
- Approval of the merger requires a majority vote of outstanding shares.
- The special meeting of stockholders will be held on October 2, 2024.
- Desktop Metal filed a proxy statement with the SEC on August 15, 2024, regarding the proposed transaction.
Sentiment
Score: 3
Explanation: The document conveys a sense of urgency and concern about the company's financial future, contingent on the merger's approval. The mention of potential bankruptcy significantly lowers the sentiment.
Positives
- The Board of Directors believes the merger with Nano Dimension is the only viable opportunity for stockholders to realize value for their shares.
- Approval of the merger would avoid the risk of Desktop Metal running out of cash by the end of Q1 2025.
- The merger would prevent the need for potentially dilutive financings or the risk of bankruptcy.
Negatives
- If the merger is not approved, Desktop Metal expects to run out of cash by the end of the first quarter of 2025.
- The company warns that rejecting the merger could lead to dilutive financings or even bankruptcy.
Risks
- The ultimate outcome of the proposed transaction is uncertain, as Desktop Metal's stockholders could reject the merger.
- The announcement of the proposed transaction could negatively impact Desktop Metal's ability to operate its business, retain key personnel, and maintain favorable business relationships.
- The timing of the proposed transaction is uncertain.
- The occurrence of any event, change, or other circumstance could lead to the termination of the proposed transaction.
- The ability to satisfy closing conditions to complete the proposed transaction, including necessary stockholder approvals, is not guaranteed.
Future Outlook
Desktop Metal's future is heavily dependent on the outcome of the proposed merger with Nano Dimension. If the merger is approved, the company anticipates benefits from the transaction. If the merger is rejected, the company faces potential cash depletion, dilutive financings, and the risk of bankruptcy.
Management Comments
- Ric Fulop, Co-Founder, Chairman and Chief Executive Officer of Desktop Metal, urges stockholders to vote TODAY to protect the value of their investment.
- The Board of Directors unanimously recommends that you vote TODAY to protect the value of your investment and recommends that you vote FOR all items on the agenda.
Industry Context
The document suggests Desktop Metal is facing financial difficulties and sees the merger with Nano Dimension as a strategic move to ensure its survival. This could reflect broader challenges in the 3D printing industry, such as increased competition, slower-than-expected adoption rates, or difficulties in achieving profitability.
Stakeholder Impact
- Stockholders face the risk of losing value in their investment if the merger is not approved.
- Employees' jobs could be at risk if the company faces financial difficulties or bankruptcy.
- The company's ability to maintain favorable business relationships with suppliers and customers could be affected by the uncertainty surrounding the merger.
Next Steps
- Stockholders need to vote on the proposed merger by October 2, 2024.
- Desktop Metal will continue to operate its business while awaiting the outcome of the stockholder vote.
Key Dates
- August 15, 2024: Desktop Metal filed a proxy statement with the SEC regarding the proposed transaction.
- September 13, 2024: Date of letter to stockholders urging them to vote for the merger.
- October 2, 2024: Special meeting of stockholders to vote on the proposed merger.
- End of Q1 2025: Desktop Metal expects to run out of cash if the merger is not approved.
Keywords
merger, Nano Dimension, Desktop Metal, stockholders, bankruptcy, cash, financing, proxy statement, vote
DM
Desktop Metal, INC
NYSE
Sector: TBD
Filings with Classifications
Worse than expected
26 March 2025 5:20 PM
8-K Filing
- Revenue decreased from $189.7 million to $148.8 million year-over-year.
Capital raise
31 October 2024 7:00 AM
Quarterly Report
- The company may need to raise additional capital through arrangements with Nano or from other sources, including equity and debt financings.
- The company has a multi-draw term loan credit facility with Nano for up to $20 million, available after January 7, 2025.
- The company may need to issue additional shares of capital stock or offer debt or other equity securities if the merger is not completed.
Worse than expected
31 October 2024 7:00 AM
Quarterly Report
- The company's revenue decreased by 15% year-over-year.
- The company reported a net loss of $35.4 million for the quarter and $191.0 million for the first nine months.
- The company's gross margin, while improved, is still relatively low at 9%.
Worse than expected
23 September 2024 4:24 PM
Proxy Statement
- The company warns of potential dilutive financings or bankruptcy if the merger fails.
- Desktop Metal expects to run out of cash by the end of the first quarter of 2025 if the merger is not approved.
Worse than expected
13 September 2024 4:02 PM
Proxy Statement
- The company expects to run out of cash by the end of the first quarter 2025 if the merger is not approved.
- The company may need to undertake financings that may be severely dilutive to stockholders if the merger is not approved.
- There is a risk of bankruptcy if the merger is not approved.
Capital raise
13 September 2024 4:02 PM
Proxy Statement
- The document mentions that if the merger is not approved, Desktop Metal may need to undertake financings.
- These financings may be severely dilutive to stockholders.
Worse than expected
6 September 2024 4:38 PM
Proxy Statement
- Desktop Metal expects to run out of cash by the end of the first quarter of 2025 if the merger is not approved.
Capital raise
15 August 2024 7:00 AM
Definitive Proxy Statement
- The merger agreement includes a provision for a multi-draw term loan credit facility (Bridge Loan Facility) from Nano to Desktop Metal, up to $20 million, to provide working capital and liquidity.
Worse than expected
31 July 2024 4:15 PM
Earnings Conference Call Transcript
- The company's Q2 2024 revenue was down compared to the previous year.
- The company's non-GAAP gross margins were down compared to the previous year.
- The company's adjusted EBITDA was negative.
Capital raise
30 July 2024 4:53 PM
Quarterly Report
- The company plans to raise additional capital through a combination of potential options, including equity and debt financings.
- Nano Dimension agreed to provide a multi-draw term loan credit facility in an aggregate principal amount not to exceed $20.0 million, subject to certain conditions.
Worse than expected
30 July 2024 4:53 PM
Quarterly Report
- The company's revenue decreased by 27% compared to the same quarter last year.
- The company's gross margin was -83%, indicating significant losses on sales.
- The company's net loss increased significantly compared to the same quarter last year.
Worse than expected
30 July 2024 4:36 PM
Quarterly Report
- Revenue decreased from $53.3 million to $38.9 million compared to the same quarter last year.
- The company reported a net loss of $(103.4) million.
Worse than expected
30 July 2024 4:35 PM
Quarterly Report
- The company's revenue decreased significantly year-over-year.
- The company reported a substantial net loss, primarily due to one-time non-cash charges.
- The company's GAAP gross margin was negative, indicating poor profitability.
Worse than expected
3 July 2024 4:24 PM
Merger Announcement
- The combined company expects negative cash flow for the next six to eight quarters.
Delay expected
3 July 2024 4:24 PM
Merger Announcement
- The transaction is expected to close at the end of the year, but based on delays, maybe a few months later.
Worse than expected
3 July 2024 7:32 AM
Merger Announcement
- The final purchase price is subject to downward adjustments based on transaction expenses and potential draws on a loan facility, which could reduce the value of the deal for Desktop Metal shareholders.
Capital raise
3 July 2024 7:32 AM
Merger Announcement
- Nano Dimension has committed to providing Desktop Metal with a $20 million secured loan facility if the closing of the transaction extends into 2025.
- The purchase price may be adjusted based on the amount drawn from the loan facility prior to closing.
Delay expected
3 July 2024 7:32 AM
Merger Announcement
- The closing of the transaction is expected in the fourth quarter of 2024, but is subject to customary closing conditions, including regulatory approvals, which could cause delays.
Worse than expected
9 May 2024 6:02 AM
Quarterly Report
- The company's revenue decreased by 2% year-over-year, indicating worse than expected sales performance.
- The company reported a gross loss of $2.2 million, indicating worse than expected profitability.
- The company's net loss of $52.1 million was significant, indicating worse than expected financial results.
Capital raise
9 May 2024 6:02 AM
Quarterly Report
- The company entered into an Open Market Sale Agreement with Cantor Fitzgerald & Co. to sell shares of common stock for an aggregate offering price of up to $75.0 million.
- The company may need to further increase its capital resources by issuing additional shares of its capital stock or offering debt or other equity securities.
Better than expected
9 May 2024 6:00 AM
Quarterly Report
- The company's adjusted EBITDA improved by 44% year-over-year, indicating better than expected cost management.
- Non-GAAP operating expenses decreased for nine consecutive quarters, showing better than expected cost control.
- Cash consumption decreased by 47% year-over-year, demonstrating better than expected cash management.
Worse than expected
23 April 2024 7:15 AM
Proxy Statement
- The company needs to implement a reverse stock split to regain compliance with the NYSE minimum bid price requirement, indicating that the share price has fallen below acceptable levels.
Capital raise
23 April 2024 7:15 AM
Proxy Statement
- The company may offer common and preferred stock, debt securities, warrants, and units of up to $250.0 million in the aggregate under a shelf registration statement.
- The company may sell shares of its Class A common stock having aggregate sales proceeds of up to $75.0 million pursuant to an at the market offering program.
- The company intends to raise capital through equity or debt financing to fund its current operations.
Worse than expected
15 March 2024 4:12 PM
Annual Results
- The company experienced a net loss of $323.3 million in 2023, which is worse than the previous year.
- The company's revenue decreased by 9% in 2023 compared to 2022.
- The company's gross profit decreased by $25.2 million in 2023 compared to 2022.
Capital raise
15 March 2024 4:12 PM
Annual Results
- The company may need to further increase its capital resources by issuing additional shares of its capital stock or offering debt or other equity securities.
- The company may not be able to obtain additional financing on terms favorable to it, if at all.
Better than expected
15 March 2024 7:00 AM
Quarterly Report
- The company's net loss significantly decreased year-over-year, indicating improved financial performance.
- Adjusted EBITDA showed a substantial improvement, reaching the company's strongest quarterly performance to date.
- Non-GAAP gross margins improved significantly year-over-year.
Worse than expected
24 January 2024 8:05 AM
Strategic Business Review
- The company is implementing a significant workforce reduction and restructuring plan, indicating that the current financial performance is worse than expected.
- The company is facing a downturn in the additive manufacturing industry and a softer demand environment, which are contributing to the need for these cost-cutting measures.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.