Shapeways Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$SHPW
Miscellaneous manufacturing industries
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): May 7, 2024
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Item 8.01 Other Events
As previously disclosed, Shapeways Holdings, Inc. (the “Company”) has been working with advisors while considering strategic alternatives, and is actively taking steps to sell a material portion of the Company’s assets. In the course of market checks conducted by the Company’s advisors and preliminary discussions with potential purchasers, the Company has received indications of interest to acquire either its manufacturing business or software business, but not both together.
Based on that feedback, the Shapeways Board of Directors formed an independent Special Committee to oversee the divestment or liquidation of the software business. The Special Committee engaged outside advisors and pursued a competitive process to sell those assets, which resulted in the Company accepting a management-led proposal to purchase the software business.
As a result of that process, on May 7, 2024, the Company issued a press release announcing it had entered into an asset purchase agreement in connection with the sale of its software business to OTTO dms, Inc., an entity wholly-owned by Greg Kress and Greg Rothman, which is expected to close on or around May 20, 2024, subject to customary closing conditions. Mr. Kress is the Company’s chief executive officer, and Mr. Rothman is the executive of the Company’s software business unit. The transaction is limited to the sale of the Company’s OTTO and MFG assets, and does not affect its proprietary, internal-use software, “InShape,” which enables the Company to fully digitize the end-to-end manufacturing workflow and is used by its internal manufacturing locations and external supply chain partners.
Following the closing of the transaction, Mr. Kress will remain the full-time chief executive officer of Shapeways Holdings, Inc. and Mr. Rothman is expected to lead the newly independent, privately-held software business after the transaction closes. The transaction was approved by the Special Committee, Audit Committee, and Board of Directors.
The press release announcing the transaction is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
The Company is continuing to pursue strategic alternatives for the core manufacturing business, and is engaged in ongoing discussions with potential acquirers. There can be no assurance that any of these discussions will result in any transaction.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shapeways Holdings, Inc. | ||||||||
Dated: May 7, 2024 | By: | /s/ Alberto Recchi | ||||||
Name: | Alberto Recchi | |||||||
Title: | Chief Financial Officer | |||||||