SEC Form NT 10-K filed by Desktop Metal Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-38835

CUSIP Number: 25058X 303

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Desktop Metal, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) within the prescribed time period because the circumstances surrounding the Company’s pending merger with Nano Dimension Ltd., an Israeli company (“Nano”), caused the Company to be unable to complete the audit of the Company’s financial statements for the year ended December 31, 2024 (the “2024 Financial Statements”) within the prescribed time period. The Company cannot predict at this time when the audit of the 2024 Financial Statements will be completed and when it will file the 2024 Annual Report.

On July 2, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Nano and Nano US I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano. If the merger contemplated by the Merger Agreement were consummated, the Company would no longer be a publicly-held company. The Company expected the merger to be consummated in the fourth quarter of 2024, and the Company accordingly believed there was no reason to prepare the 2024 Annual Report and incur the related costs.

In late November 2024, the Company became concerned about the timeliness of the response to requests of the Committee on Foreign Investment in the United States (“CFIUS”) in connection with obtaining CFIUS’ approval of the merger, which was required by the Merger Agreement. On December 16, 2024, the Company filed a lawsuit against Nano in the Delaware Court of Chancery alleging that Nano has breached its obligation to use reasonable best efforts to obtain regulatory approval as soon as reasonably possible in connection with the Merger Agreement and seeking specific performance, including, but not limited to, requiring Nano to specifically perform its obligations under the Merger Agreement, including to close the transaction contemplated by the Merger Agreement. Nano has asserted counterclaims against the Company alleging that the Company has breached the parties’ Merger Agreement, closing conditions cannot be satisfied, and Nano is not required to close the merger and is entitled to terminate the Merger Agreement.

Upon determining that it was no longer likely that the merger would close before the 2024 Annual Report becomes due on March 17, 2025, the Company began to take steps to prepare the 2024 Annual Report; however, the Company is unable to complete the work necessary to file the Form 10-K by March 17, 2025. The Company is working diligently on the necessary steps to complete and file Form 10-K but does not expect to file the 2024 Annual Report within the extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

Forward-Looking Statements

The Company’s expectations regarding the timing of the filing of its 2024 Annual Report and its results of operations are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ from those contemplated by these statements. Forward-looking statements are subject to certain risks and uncertainties, including the Company’s inability to complete the work required to file the Annual Report in the time frame that is anticipated, including as a result of any issues or considerations that may be identified in the course of such completion; unanticipated changes being required in the Company’s reported operating results; additional uncertainties related to accounting issues generally; and other risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

DESKTOP METAL, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.