Form DEFM14A - Definitive proxy statement relating to merger or acquisition

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

SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

DESKTOP METAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐

No fee required.

☒

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Desktop Metal, Inc.
63 3rd Avenue
Burlington, MA, 01803
(978) 224-1244

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

August 15, 2024

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders of Desktop Metal, Inc., a Delaware corporation (“Desktop Metal,” the “Company,” “we” or “us”), to be held on October 2, 2024 at 9:00 a.m. Eastern Time. The special meeting will be held in a virtual meeting format only, through a live webcast. You will be able to attend the special meeting virtually by visiting www.virtualshareholdermeeting.com/DM2024SM and entering your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting. This proxy statement is dated August 15, 2024, and was first mailed to stockholders of Desktop Metal on or about August 15, 2024.

We have entered into Agreement and Plan of Merger, dated as of July 2, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Desktop Metal, Nano Dimension Ltd., an Israeli company (“Nano”) and Nano US I, Inc., a Delaware corporation (“Merger Sub”), which Merger Sub is a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation (“Nano Dimension USA”), which is a direct, wholly-owned subsidiary of Nano. Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Desktop Metal (the “Merger”), with Desktop Metal continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano.

At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the Merger Agreement (the “Merger Proposal”). At the special meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding advisory basis, the executive officer compensation that will or may be paid to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”). At the special meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”).

If the Merger is consummated, you will be entitled to receive $5.50 in cash, without interest, for each share of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal), subject to downward adjustment based on transaction expenses incurred by Desktop Metal, borrowings under a bridge loan facility that may be provided by Nano to Desktop Metal, and agreements relating to severance for certain executive officers and employees of Desktop Metal (the “Severance Letter Agreements”), as described in the accompanying proxy statement. Such merger consideration before adjustments represents a premium of approximately 27.3% over the Class A Common Stock closing price of $4.32 on July 2, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, and a premium of 20.5% over the volume-weighted average price over the 30-day period ending on such date.

As of the date of this proxy statement, based on forecasted transaction expenses to be incurred by Desktop Metal, Desktop Metal’s expectation that it will not draw on any commitments under a bridge loan facility that may be provided by Nano to Desktop Metal and Desktop Metal’s expectations regarding the Severance Letter Agreements, Desktop Metal estimates that adjustments to the amount you will be entitled to receive for each share of Class A Common Stock will total $0.44 per share, resulting in an adjusted Per

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Share Merger Consideration (as defined below) of $5.06 per share of Class A Common Stock that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal), which would represent a premium of approximately 17.1% over the Class A Common Stock closing price of $4.32 on July 2, 2024. If the forecasted transaction expenses to be incurred by Desktop Metal are greater than anticipated, if Desktop Metal draws on any commitments under a bridge loan facility that may be provided by Nano to Desktop Metal or if certain individuals do not sign Severance Letter Agreements prior to the closing of the Merger, the Per Share Merger Consideration will be reduced. If all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of the Class A Common Stock, you will be entitled to receive $4.07 for each share of Class A Common Stock that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal), which would represent a discount of approximately (5.8)% under the Class A Common Stock closing price of $4.32 on July 2, 2024.

The Desktop Metal board of directors (the “Board”), after due and careful discussion and consideration, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Advisory Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the special meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement and is incorporated herein by reference. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Desktop Metal from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the special meeting. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of shares of Class A Common Stock you own. We cannot complete the transactions contemplated by the Merger Agreement without approval of the Merger Proposal. Assuming a quorum is present at the special meeting, approval of the Merger Proposal requires the affirmative vote of holders of a majority in voting power of the outstanding Class A Common Stock entitled to vote on the Merger Proposal.

If you have questions or need assistance voting your shares of Class A Common Stock, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-8334
Banks and brokers may call collect: (212) 750-5833

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

/s/ Ric Fulop

Ric Fulop
Co-Founder, Chairman and Chief Executive Officer
Desktop Metal, Inc.

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Desktop Metal, Inc.
63 3rd Avenue
Burlington, MA, 01803
(978) 224-1244

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTBER 2, 2024

Notice is hereby given that Desktop Metal, Inc. (“Desktop Metal,” the “Company,” “we” or “us”), will hold a special meeting of its stockholders at 9:00 a.m., Eastern Time, on October 2, 2024, for the purpose of considering and voting on the following proposals:

to approve and adopt the Agreement and Plan of Merger, dated July 2, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Desktop Metal, Nano Dimension Ltd., an Israeli company (“Nano”) and Nano US I, Inc. a Delaware corporation (“Merger Sub”), which Merger Sub is a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation (“Nano Dimension USA”), which is a direct, wholly-owned subsidiary of Nano, pursuant to which Merger Sub will merge with and into Desktop Metal (the “Merger”), with Desktop Metal continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano (the “Merger Proposal”);

to approve, on a non-binding advisory basis, the executive officer compensation that will or may be paid to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and

to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”).

The special meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the special meeting virtually by visiting www.virtualshareholdermeeting.com/DM2024SM and entering your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials.

Desktop Metal will transact no other business at the special meeting except such business as may be properly brought before the special meeting or any adjournment or postponement thereof. The accompanying proxy statement, including the Merger Agreement attached thereto as Annex A, contains further information with respect to these matters.

Holders of record of Desktop Metal’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), as of the close of business on August 12, 2024 are entitled to notice of and to vote at the special meeting, or any continuation, postponement or adjournment of the special meeting.

The Desktop Metal board of directors (the “Board”), after due and careful discussion and consideration, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board accordingly unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

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Your vote is very important, regardless of the number of shares of Class A Common Stock you own. We cannot complete the transactions contemplated by the Merger Agreement without approval of the Merger Proposal. Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Class A Common Stock entitled to vote on the Desktop Metal Merger Proposal.

Whether or not you plan to attend the special meeting virtually, we urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or nominee.

If you have any questions about the Merger, please contact Desktop Metal, Inc., Attention: Investor Relations, via phone at (978) 224-1244, or via email at DesktopMetalIR@icrinc.com.

If you have any questions about how to vote or direct a vote in respect of your shares of Class A Common Stock, you may contact our proxy solicitor, Innisfree M&A Incorporated, via phone at (877) 750-8334 (toll-free within the United States).

By Order of the Board of Directors,

/s/ Larry O’Connell

Larry O’Connell
General Counsel and Secretary
Burlington, Massachusetts

Dated: August 15, 2024

Your vote is important. Desktop Metal stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically through the Internet or by telephone.

		Important Notice Regarding the Availability of Proxy Materials for the Desktop Metal Special Meeting to Be Held on October 2, 2024:
		The Notice of Special Meeting of Stockholders and the proxy statement are available at www.proxyvote.com.

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YOUR VOTE IS IMPORTANT

Ensure that your shares of Class A Common Stock are voted at the special meeting by submitting your proxy or, if your shares of Class A Common Stock are held in “street name” through a bank, broker or other nominee, by contacting your bank, broker or other nominee. If you do not submit a proxy, vote in person at the special meeting or instruct your bank, broker or other nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Advisory Compensation Proposal or the Adjournment Proposal.

If your shares of Class A Common Stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of Class A Common Stock by mail. Please follow the instructions on the enclosed form of proxy.

If your shares of Class A Common Stock are held in the name of a bank, broker or other nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Class A Common Stock. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares of Class A Common Stock in your account. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to attend the special meeting or, if you hold your shares through a bank, broker or other nominee, fail to provide voting instructions to your bank, broker or nominee, your shares of Class A Common Stock will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares of Class A Common Stock through a bank, broker or other nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it if such revocation is exercised by submitting a proxy again via Internet or telephone, by completing, signing, dating and mailing a proxy of a later date at any time before 11:59 p.m., Eastern Time, the day before the special meeting, by providing written notice of revocation to our General Counsel and Secretary, or by voting in person at the special meeting. Attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its annexes and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Class A Common Stock, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-8334
Banks and brokers may call collect: (212) 750-5833

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN A PROXY CARD, OR INSTRUCT YOUR BANK, BROKER OR OTHER NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BANK, BROKER OR OTHER NOMINEE, AS PROMPTLY AS POSSIBLE.

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CONTENTS

	Page
SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER		16
THE PARTIES TO THE MERGER		27
THE SPECIAL MEETING		28
Date, Time and Place of the Special Meeting		28
Matters to Be Considered at the Special Meeting		28
Recommendation of the Desktop Metal Board of Directors		28
Record Date for the Special Meeting and Voting Rights		29
Quorum; Abstentions and Broker Non-Votes		29
Required Votes; Vote of Desktop Metal’s Directors and Executive Officers		30
Class A Common Stock Held by Directors and Executive Officers		31
Methods of Voting		31
Revocability of Proxies		32
Proxy Solicitation Costs		32
Attending the Special Meeting		33
What to Do if You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website		33
What to Do if You Cannot Virtually Attend the Special Meeting		33
Householding		33
Tabulation of Votes; Results of the Special Meeting		34
Adjournments		34
Appraisal Rights		34
Assistance		35
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		36
THE MERGER		38
Certain Effects of the Merger on Desktop Metal		38
Effect on Desktop Metal if the Merger is Not Completed		38
Merger Consideration		38
Background of the Merger		39
Recommendation of Our Board of Directors and Reasons for the Merger		48
Opinion of Desktop Metal’s Financial Advisor		52
Unaudited Financial Forecasts		58
Treatment of the Convertible Notes		62
Interests of Desktop Metal’s Directors and Executive Officers in the Merger		63
Financing of the Merger		67
Closing and Effective Time of the Merger		67
Appraisal Rights		67
Material U.S. Federal Income Tax Consequences of the Merger		71
Certain Israeli Tax Considerations		75
Regulatory Approvals Required for the Merger		76
Delisting and Deregistration of Desktop Metal’s Class A Common Stock		77

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	Page
THE MERGER AGREEMENT		79
Structure		79
Merger Consideration		79
Effective Time; Closing		80
Exchange of Merger Consideration		81
Termination of Exchange Fund		81
Representations and Warranties		82
Conduct of Business by Desktop Metal Pending the Merger		84
Conduct of Business by Nano Pending the Merger		86
Employment Matters		86
Certain Additional Covenants		87
Stockholder Meeting		87
No Solicitation		87
Changes in Recommendation of the Board of Directors of Nano or Desktop Metal		90
Proxy Statement		91
Reasonable Best Efforts and Regulatory Approvals		92
Insurance and Indemnification		94
Desktop Metal 6.0% Convertible Senior Notes due 2027		95
Pre-Closing Loan		95
Conditions to the Closing of the Merger		95
Termination of the Merger Agreement		97
Termination Fees and Expense Reimbursement		99
Governing Law		99
Third-Party Beneficiaries		99
Enforcement		100
VOTING AND SUPPORT AGREEMENTS		101
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT		102
PROPOSAL 2: NON-BINDING ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS		103
PROPOSAL 3: ADJOURNMENT OF THE DESKTOP METAL SPECIAL MEETING		104
MARKET PRICES AND DIVIDEND DATA		105
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		106
FUTURE STOCKHOLDER PROPOSALS		109
OTHER MATTERS		110
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		111
MISCELLANEOUS		113
ANNEX A: AGREEMENT AND PLAN OF MERGER		A-1
ANNEX B: OPINION OF STIFEL, NICOLAUS & COMPANY, INCORPORATED		B-1
ANNEX C: FORM OF VOTING AND SUPPORT AGREEMENT		C-1

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SUMMARY

This summary, together with the following section of this proxy statement entitled “Questions and Answers About the Special Meeting and the Merger,” highlights selected information from this proxy statement and may not contain all of the information that is important to you as a holder of Class A Common Stock or that you should consider before voting on the Merger Proposal. To better understand the Merger Proposal, you should read this proxy statement, including its annexes and the documents incorporated by reference herein, carefully and in its entirety. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under “Where You Can Find More Information; Incorporation by Reference” on page 111 of this proxy statement. The Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference herein.

The Parties to the Merger (page 27)

Desktop Metal, Inc.
63 Third Avenue
Burlington, Massachusetts, 01803
1-978-224-1244

Desktop Metal, Inc. is pioneering a new generation of additive manufacturing technologies focused on Additive Manufacturing 2.0, the volume production of end-use parts. Founded in 2015, Desktop Metal offers a comprehensive portfolio of integrated additive manufacturing solutions comprised of hardware, software, materials and services with support for metals, polymers, elastomers, ceramics, sands, composites, wood and biocompatible materials. Desktop Metal’s solutions span use cases across the product life cycle, from product development to mass production and aftermarket operations, and they address an array of industries, including automotive, healthcare and dental, consumer products, heavy industry, aerospace, machine design and research and development.

Nano Dimension Ltd.
2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142

Nano Dimension Ltd. is an Israeli corporation whose vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing. Nano delivers solutions that convert digital designs to electronic or mechanical devices — on demand, anytime, anywhere. Founded in 2012, Nano has served over 2,000 customers across vertical target markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. Nano designs and makes Additive Electronics, Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Through the integration of its portfolio of products, Nano offers the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint and design-for-manufacturing capabilities.

Nano US I, Inc.
c/o Nano Dimension Ltd.
2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142

Nano US I, Inc. (“Merger Sub”) is a Delaware corporation controlled by Nano that was formed on June 26, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. Merger Sub is a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Nano. Upon consummation of the merger of Merger Sub with and into Desktop Metal in accordance with the Merger

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Agreement (the “Merger”), Merger Sub will cease to exist, and Desktop Metal will survive the Merger as an indirect wholly-owned subsidiary of Nano.

The Special Meeting (page 28)

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held in virtual meeting format only, through a live webcast on October 2, 2024, at 9:00 a.m. Eastern Time, or at any adjournment or postponement thereof. You will be able to attend the special meeting virtually by visiting www.virtualshareholdermeeting.com/DM2024SM and entering your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

At the special meeting, we will ask our stockholders of record as of the Record Date (as defined below) to vote on the following proposals:

•

Proposal 1: to approve and adopt the Agreement and Plan of Merger, dated July 2, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Desktop Metal, Nano Dimension Ltd., an Israeli company (“Nano”) and Nano US I, LLC, a Delaware corporation (“Merger Sub”), which Merger Sub is a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation (“Nano Dimension USA”), which is a direct, wholly-owned subsidiary of Nano, pursuant to which Merger Sub will merge with and into Desktop Metal (the “Merger”), with Desktop Metal continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano (the “Merger Proposal”);

•

Proposal 2: to approve, on a non-binding advisory basis, the executive officer compensation that will or may be paid to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and

•

Proposal 3: to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”).

The Merger Proposal (page 28)

At the special meeting, you will be asked to consider and vote upon the Merger Proposal. The Merger Agreement provides, among other things, that, at the effective time of the Merger (the “Effective Time”), upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Desktop Metal (the “Merger”), with Desktop Metal continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano.

Record Date; Shares Entitled to Vote; Quorum (page 29)

You are entitled to vote at the special meeting if you owned shares of Class A Common Stock at the close of business on August 12, 2024 (the “Record Date”). You will have one vote at the special meeting for each share of Class A Common Stock you owned at the close of business on the Record Date.

As of the Record Date, there were 33,260,586 shares of Class A Common Stock outstanding and entitled to be voted at the special meeting. A quorum of stockholders is necessary to conduct business at a special meeting. The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or virtually or represented by proxy to constitute a quorum for the special meeting. Failure of a quorum to be represented at the special meeting may result in an adjournment of the special meeting and may subject us to additional expense.

Required Vote; Abstentions and Broker Non-Votes (page 30)

Each share of Class A Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the special meeting.

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Assuming a quorum is present at the special meeting, approval of the Merger Proposal requires the affirmative vote of holders of a majority in voting power of the outstanding Class A Common Stock entitled to vote on the Merger Proposal. Abstentions and broker non-votes will have the same effect as a vote AGAINST the proposal.

Assuming a quorum is present, approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the Advisory Compensation Proposal.

Whether or not there is a quorum, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

Certain Effects of the Merger on Desktop Metal (page 38)

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Desktop Metal, with Desktop Metal continuing as the surviving corporation (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano. As a result of the Merger, Desktop Metal will cease to be a publicly traded company and will cease to be listed on the New York Stock Exchange (“NYSE”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation and instead will only be entitled to receive the Per Share Merger Consideration described in “The Merger — Merger Consideration” (except that if you are entitled to and have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), you will be entitled only to those rights granted under Section 262 of the DGCL as described in “The Merger — Appraisal Rights” and Annex A to this proxy statement).

The effective time of the Merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Nano may agree and specify in the certificate of merger) (the “Effective Time”).

Effect on Desktop Metal if the Merger is Not Completed (page 38)

If the Merger Proposal is not approved by the stockholders of Desktop Metal or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Class A Common Stock. Instead, we will remain a public company, the Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will continue to be obligated to file periodic reports with the Securities and Exchange Commission (the “SEC”). Under specified circumstances, we may be required to pay Nano a termination fee upon the termination of the Merger Agreement, as described in “The Merger Agreement — Termination Fees and Expense Reimbursement.”

The Merger and the Merger Agreement (page 38 and 79)

Pursuant to the Merger Agreement, Merger Sub will merge with and into Desktop Metal. At the Effective Time, the separate existence of Merger Sub will cease, and Desktop Metal will be the surviving corporation and a wholly-owned subsidiary of Nano. Following the Merger, the Class A Common Stock will be delisted from the NYSE, deregistered under the Exchange Act and will cease to be publicly traded.

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Merger.

Merger Consideration (page 38)

At the Effective Time, each outstanding share of Class A Common Stock (other than (i) shares held by Desktop Metal as treasury stock or held by Nano or Merger Sub or any wholly-owned subsidiary of Nano or Merger Sub and (ii) shares of Class A Common Stock held by stockholders who are entitled to and have properly demanded appraisal for such shares in accordance with, and have complied in all respects with,

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Section 262 of the DGCL (“Dissenting Shares”)) will be converted automatically into the right to receive an amount of cash equal to $5.50, minus (x) the product of (A) the aggregate principal amount outstanding under the Bridge Loan Facility, together with accrued and unpaid interest as of the closing of the Merger, divided by $2.5 million, and (B) $0.10 (provided that in no event shall the adjustment pursuant to (x) hereunder be greater than $0.80), minus (y) the product of (A) all unpaid Company Transaction Expenses (as defined in the Merger Agreement) as of the closing of the Merger divided by $2.5 million, and (B) $0.10 (provided that in no event shall the adjustment pursuant to this clause (y) be greater than $0.60), and minus (z) to the extent certain executives of the Company do not execute Severance Letter Agreements (as defined in the section entitled “Interests of Desktop Metal’s Directors and Executive Officers in the Merger — Treatment of Desktop Metal Equity Awards”), prior to the closing of the Merger, $0.0325, in each of the foregoing cases (x), (y), and (z), subject further to any tax withholding (such amount, the “Per Share Merger Consideration”). Because the amount of the Per Share Merger Consideration to be received by Desktop Metal stockholders is subject to change and will not be determined until three (3) business days before the Closing Date, at the time of the special meeting, stockholders will not know with certainty the exact amount of Per Share Merger Consideration they will receive upon consummation of the Merger.

As of the date of this proxy statement, based on forecasted Company Transaction Expenses, Desktop Metal’s expectation that it will not draw on the Bridge Loan Facility and Desktop Metal’s expectations regarding the Severance Letter Agreements, Desktop Metal estimates that adjustments to the Per Share Merger Consideration will total $0.44 per share, resulting in an adjusted Per Share Merger Consideration of $5.06 per share. If the Company Transaction Expenses are greater than anticipated, if Desktop Metal draws on the Bridge Loan Facility or if certain individuals do not sign Severance Letter Agreements prior to the closing of the Merger, the Per Share Merger Consideration will be reduced. If all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of Class A Common Stock, the Per Share Merger Consideration would be $4.07 per share.

At the Effective Time, each share of Class A Common Stock, when converted into the right to receive the Per Share Merger Consideration, will no longer be outstanding and will automatically be canceled and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Class A Common Stock and each holder of a non-certificated outstanding share of Class A Common Stock represented by book entry, shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration. Following the completion of the Merger, Desktop Metal will cease to be a publicly traded company and will become an indirect, wholly-owned subsidiary of Nano.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a Desktop Metal stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Per Share Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “The Merger — Appraisal Rights”).

Treatment of Desktop Metal Equity Awards (page 63)

Desktop Metal Stock Options

At the Effective Time, each option to purchase Class A Common Stock (a “Company Stock Option”) outstanding and unexercised immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration in respect of the quotient obtained by dividing the product of (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Stock Option, multiplied by (ii) the number of shares of Class A Common Stock subject to the vested portion of such Company Stock Option immediately prior to the Effective Time, by (b) the Per Share Merger Consideration (such quotient, the “Net Share”), without interest and less applicable tax withholdings. To the extent there is no Net Share covered by a Company Stock Option, the Company Stock Option will be cancelled for no consideration.

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Desktop Metal Restricted Stock Unit Awards

At the Effective Time, each restricted stock unit award of Desktop Metal (a “Company RSU Award”) outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled and replaced with a restricted stock unit award of Nano (a “Replacement RSU Award”), on similar terms and conditions as were applicable to the Company RSU Award under the applicable incentive award plan prior to the Effective Time, except the Replacement RSU Award shall vest pro-rata over the three (3) years following Closing (provided that certain holders of Company RSU Awards will remain eligible for double-trigger accelerated vesting under the Desktop Metal, Inc. Severance Plan). The number of Nano Ordinary Shares, par value NIS 5.00 per share (the “Nano Ordinary Shares”) underlying the Replacement RSU Award will be determined by multiplying the number of shares of Class A Common Stock covered by such Replacement RSU Award immediately prior to the Effective Time by the Exchange Ratio, rounding down to the nearest whole number of shares; provided, however, that in no event shall the number of Nano Ordinary Shares underlying such Replacement RSU Awards exceed the Maximum ADS Amount (as defined in the Merger Agreement).

Desktop Metal Performance-Based Restricted Stock Unit Awards

At the Effective Time, each performance-based restricted stock unit award of Desktop Metal (a “Company PSU Award”) outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled in full for no consideration.

Recommendation of Our Board of Directors and Reasons for the Merger (page 48)

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering various factors described in “The Merger — Recommendation of Our Board of Directors and Reasons for the Merger,” unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Opinion of the Company’s Financial Advisor (page 52)

On July 2, 2024, at a meeting of the Board held to evaluate the Merger, Stifel, Nicolaus & Company, Incorporated (“Stifel”) Desktop Metal’s financial advisor, delivered to the Board Stifel’s oral opinion, which was confirmed by delivery to the Board of a written opinion dated July 2, 2024 (the “Stifel Opinion”), to the effect that, as of the date of the opinion and based on and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Stifel Opinion, the Per Share Merger Consideration to be received in the Merger by Desktop Metal stockholders was fair, from a financial point of view, to such holders.

The full text of the Stifel Opinion, dated July 2, 2024, is attached as Annex B to this proxy statement and is incorporated herein by reference. This summary of the Stifel Opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the Stifel Opinion. Desktop Metal stockholders are urged to read the Stifel Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stifel in connection with its opinion. Stifel’s opinion speaks only as of the date of the Stifel Opinion. The Stifel Opinion was for the information of, and was directed to, the Board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The Stifel Opinion addressed only the fairness, from a financial point of view, to the holders of Class A Common Stock of the Per Share Merger Consideration to be received by such holders in the Merger. It did not address the underlying business decision of Desktop Metal to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Board in connection with the Merger or any other matter, and it does not constitute a recommendation to any holder of Class A Common

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Stock or any stockholder of any other entity as to how to vote or otherwise act in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, affiliates’ or other agreement with respect to the Merger.

For additional information, see the section entitled “The Merger — Opinion of the Company’s Financial Advisor” on page 52 the full text of the Stifel Opinion attached as Annex B to this proxy statement.

Interests of the Directors and Executive Officers of Desktop Metal in the Merger (page 63)

In considering the recommendation of the Board with respect to the Merger Proposal and the Advisory Compensation Proposal, Desktop Metal stockholders should be aware that the directors and executive officers of Desktop Metal have interests in the Merger that may be different from, or in addition to, the interests of Desktop Metal stockholders generally. These interests include the treatment in the Merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements and the right to continued indemnification of former Desktop Metal directors and officers by the combined company. The members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Desktop Metal stockholders approve the Merger Proposal. These interests are described in more detail in the section entitled “The Merger — Interests of Desktop Metal’s Directors and Executive Officers in the Merger.”

Appraisal Rights (page 67)

If the Merger is consummated, persons who do not wish to accept the Per Share Merger Consideration are entitled to seek appraisal of their shares of Class A Common Stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Class A Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Class A Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Per Share Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Class A Common Stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Class A Common Stock determined under Section 262 could be more than, the same as or less than the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of shares of Class A Common Stock and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such shares of Class A Common Stock through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares of Class A Common Stock and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares of Class A Common Stock for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Desktop Metal and to be set forth on the Chancery List (as defined in the section entitled “The Merger — Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of Class A Common Stock exclusive of any element of value arising from the

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accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger — Appraisal Rights.”

Material U.S. Federal Income Tax Consequences of the Merger (page 71)

The receipt of cash in exchange for shares of Class A Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. holder’s shares of Class A Common Stock in the Merger will generally result in the recognition of taxable gain or loss in an amount equal to the difference, if any, between the cash such U.S. holder receives in the Merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in such surrendered shares. Gain or loss will be determined separately for each block of shares of Class A Common Stock (that is, shares acquired for the same cost in a single transaction). A non-U.S. holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s shares of Class A Common Stock for cash in the Merger unless (1) such non-U.S. holder has certain connections to the United States or (2) Desktop Metal is, or was during the relevant period, a U.S. real property holding corporation.

Stockholders should refer to “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” and consult their tax advisors concerning the U.S. federal income tax consequences to them of the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Certain Israeli Tax Considerations (page 75)

Nano is entitled to deduct and withhold from the consideration payable to the stockholders of Desktop Metal any amounts that are required to be withheld or deducted with respect to such consideration pursuant to the Israeli Income Tax Ordinance New Version, 5721-1961 (as amended, and the rules and regulations promulgated thereunder; collectively, the “Ordinance”), the Internal Revenue Code of 1986, as amended (the “Code”), if applicable, or any other applicable provisions of Israeli or non-Israeli tax laws. On July 17, 2024, Nano filed with the Israeli Tax Authority (“ITA”) an application for a ruling exempting it from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to the Merger Agreement to non-Israeli resident stockholders (the “Tax Ruling”), subject to provision and obtainment by Desktop Metal stockholders of certain documentation, as elaborated in the Merger Agreement, depending on the obtainment or non-obtainment of the Tax Ruling.

Stockholders should refer to “The Merger — Certain Israeli Tax Considerations” and consult their tax advisors concerning their particular circumstances and obtainment of required documentation as required under the Merger Agreement.

Reasonable Best Efforts and Regulatory Approvals (page 92)

Desktop Metal and Nano have agreed to each use, and cause their respective subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable law to obtain required regulatory approvals.

The completion of the Merger is subject to the receipt of antitrust clearance in the United States and a filing under the Investment Canada Act. The completion of the Merger also requires approval under the

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foreign direct investment regulators in Germany and Italy. Notice filings to the Committee on Foreign Investment in the United States (“CFIUS”) and pursuant to the U.S. International Traffic in Arms Regulations (“ITAR”) are furthermore required for the Merger to be consummated. The parties submitted a formal notice filing to CFIUS on August 13, 2024, in accordance with the terms of the Merger Agreement.

In the United States, Desktop Metal and Nano each filed a notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), which is referred to as an HSR notification, with the Federal Trade Commission (“FTC”), and the Department of Justice (“DOJ”), on July 24, 2024. In Canada, the parties submitted a filing under the Investment Canada Act on August 13, 2024, in accordance with the terms of the Merger Agreement.

Subject to receipt of required regulatory approvals and satisfaction or waiver of the other conditions to completion of the Merger, Desktop Metal expects the Merger to close in the fourth quarter of 2024.

Conditions to the Closing of the Merger (page 95)

The respective obligations of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the closing date of the Merger (the “Closing Date”) of the following conditions:

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the approval of the Merger Proposal by Desktop Metal stockholders;

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(i) the termination or expiration of any waiting period (and any extension thereof) applicable to the Merger under the HSR Act; (ii) the expiration or termination of any agreement with the DOJ or the FTC not to consummate the Merger to which Desktop Metal and Nano are a party; (iii) the obtainment of the requisite approval from CFIUS; and (iv) the obtainment of all other required regulatory approvals and the satisfaction of certain conditions listed in Nano’s disclosure schedules to the Merger Agreement, which shall remain in full force and effect, or the expiration of the applicable waiting period (and any extension thereof) applicable in respect of such required regulatory approval;

•

(i) the absence of any law, order, injunction (temporary or permanent) or decree or other similar legal restraint issued by any court or enacted by any governmental entity of competent jurisdiction enjoining or preventing the consummation of the Merger being in effect and (ii) all conditions set forth in any order, injunction (temporary or permanent) or decree or other similar legal restraint issued by any court or governmental entity of competent jurisdiction in order to consummate the transactions contemplated by Merger Agreement having been met; and

•

the agreement by the parties in writing to the Final Adjustment Statement (as defined in the Merger Agreement).

The obligation of each of Nano and Merger Sub to consummate the Merger is further subject to the following conditions:

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the representation of Desktop Metal that since March 31, 2024, there has not occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect shall be true and correct in all respects at and as of the Closing Date as if made at and as of such time or such fact, circumstance, effect, change, event or development giving rise to the breach of such representation and warranty shall not be continuing as of the Closing Date;

•

certain of the representations and warranties of Desktop Metal related to its capitalization shall be true and correct (other than such failures to be true and correct as are de minimis), in each case at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

certain of the representations and warranties of Desktop Metal related to organization, standing and power, its corporate power and authority to execute and deliver the Merger Agreement and brokers’ fees and expenses shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

certain other representations and warranties of Desktop Metal set forth in the Merger Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Company

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Material Adverse Effect” set forth therein) at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, and Nano shall have received a certificate signed on behalf of the Chief Executive Officer or the Chief Financial Officer of Desktop Metal to such effect;

•

Desktop Metal shall have performed or complied in all material respects with the obligations and covenants required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date, and Nano shall have received a certificate signed on behalf of the Chief Executive Officer or the Chief Financial Officer of Desktop Metal to such effect;

•

no Company Material Adverse Effect shall have occurred since the date of the Merger Agreement that is continuing; and

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neither the Company nor any of its subsidiaries shall have experienced any Bankruptcy (as defined below).

The obligation of Desktop Metal to consummate the Merger is further subject to the following conditions:

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certain of the representations and warranties of Nano related to the formation of Merger Sub for the purpose of executing and delivering the Merger Agreement shall be true and correct (other than such failures to be true and correct as are de minimis) at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

certain of the representations and warranties of Nano related to organization, standing and power, its corporate power and authority to execute and deliver the Merger Agreement and brokers’ fees and expenses shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

certain other representations and warranties of Nano and Merger Sub set forth in the Merger Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, and Desktop Metal shall have received a certificate signed on behalf of the Chief Executive Officer or the Chief Financial Officer of Nano to such effect; and

•

Nano and Merger Sub shall have performed or complied in all material respects with the obligations and covenants required to be performed or complied with by it under the Merger Agreement at or prior to the Closing Date, and Desktop Metal shall have received a certificate signed on behalf of the Chief Executive Officer or the Chief Financial Officer of Nano to such effect.

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger,” beginning on page 95.

No Solicitation; No Change of Recommendation (page 87)

No Solicitation

Under the terms of the Merger Agreement, Desktop Metal has agreed that, except as expressly permitted under the Merger Agreement, it will not, and will cause its subsidiaries and its and their respective directors and officers not to, and will use reasonable best efforts to cause its other representatives not to, directly or indirectly:

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solicit, initiate, induce, facilitate, or knowingly encourage any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal;

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take any action to make the provisions of any takeover statute (including approving any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL), inapplicable to any transactions contemplated by an Acquisition Proposal with respect to Desktop Metal;

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enter into, participate in, maintain or continue any communications, discussions or negotiations regarding, or make available any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an actual or potential Acquisition Proposal with respect to Desktop Metal;

•

enter into any letter of intent or any other contract, agreement, memorandum of understanding, commitment or other arrangement contemplating or otherwise relating to any Acquisition Proposal with respect to Desktop Metal (whether binding or nonbinding);

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terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement; or

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resolve, propose or agree to do any of the foregoing.

Desktop Metal agreed that promptly upon execution of the Merger Agreement, it would, and would cause its subsidiaries to, and would cause its and their respective directors and officers to, and would use its reasonable best efforts to cause its representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted before the date of the Merger Agreement with respect to any Acquisition Proposal, or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal with respect to Desktop Metal, use reasonable best efforts to request the prompt return or destruction of all confidential information furnished with respect to discussions prior to the date of the Merger Agreement in respect of an Acquisition Proposal with respect to Desktop Metal to the extent that Desktop Metal is entitled to have such documents returned or destroyed, and promptly terminate all physical and electronic data room access previously granted to any such person or its representatives.

Notwithstanding the foregoing restrictions, Desktop Metal is permitted, prior to obtaining the approval of Desktop Metal’s stockholders of the Merger Proposal, to furnish information regarding Desktop Metal to, or enter into discussions and negotiations with, any person if:

•

it has received from such person a bona fide written Acquisition Proposal that, after consultation with its financial advisor and outside legal counsel, the Board determines in good faith is, or would reasonably be expected to result in, a Superior Proposal (as defined below) (and such proposal has not been withdrawn);

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such Acquisition Proposal was not solicited, initiated, induced, facilitated or knowingly encouraged in violation of the terms of the Merger Agreement;

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the Board determines in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably be expected to constitute a breach of its duties under applicable law;

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prior to furnishing any such information or entering into such negotiations or discussions, it obtains from such person an executed confidentiality agreement containing provisions at least as favorable to Desktop Metal as the provisions of the Confidential Disclosure Agreement between Nano and Desktop Metal, dated as of November 17, 2022, as in effect immediately prior to the execution of the Merger Agreement, and provides a copy of the same to Nano; and

•

concurrently with furnishing any information to such person, to the extent such information has not been previously furnished by Desktop Metal to Nano or Desktop Metal has not made such information available to Nano, Desktop Metal concurrently furnishes such information to or makes such information available in an electronic data room to Nano.

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Under the Merger Agreement, “Acquisition Proposal” means, with respect to Desktop Metal, any bona fide proposal, offer or inquiry, whether or not in writing, for any transaction or series of transactions (other than the transactions contemplated by the Merger Agreement) involving (i) the direct or indirect acquisition, exclusive license or purchase of a business or assets that constitutes fifteen percent (15%) or more of the consolidated net revenues, net income or the assets (based on the fair market value thereof) of such party and its subsidiaries, taken as a whole, by any person or group of persons (other than a party to the Merger Agreement or any of its subsidiaries); (ii) direct or indirect acquisition or purchase of equity securities or capital stock of such party or any of its subsidiaries whose business constitutes fifteen percent (15%) or more of the consolidated net revenues, net income or assets of such party and its subsidiaries, taken as a whole, by any person or group of persons (other than a party to the Merger Agreement or any of its subsidiaries), following which such person or group of persons would hold fifteen percent (15%) or more of such class of equity securities; or (iii) a merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares or capital stock, tender offer, share exchange, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any person or group of persons (other than a party to the Merger Agreement or any of its subsidiaries) beneficially owning fifteen percent (15%) or more of any class of equity securities of such party or any of its subsidiaries whose business constitutes fifteen percent (15%) or more of the consolidated net revenues, net income or assets of such party and its subsidiaries, taken as a whole.

Under the Merger Agreement, “Superior Proposal” means, with respect to any party to the Merger Agreement, any bona fide written Acquisition Proposal (with references in the definition of Acquisition Proposal to 15% being deemed to be replaced with references to 50%) with respect to such party on terms which the board of directors of such party determines in good faith (after consultation with such party’s financial advisors and outside legal counsel, and after taking into account all legal, regulatory, financial and other aspects of such Acquisition Proposal and the identity of the person making such Acquisition Proposal), to be (x) more favorable from a financial point of view to such party’s shareholders or stockholders, as applicable, than the Merger and (y) reasonably likely to be irrevocably consummated (if accepted) on a timely basis in accordance with its terms and taking into account all relevant financial, legal and regulatory aspects of such Acquisition Proposal (including the identity of the person making such Acquisition Proposal).

No Change in the Desktop Metal Board of Directors’ Recommendation

The Merger Agreement provides that neither the Board, nor any committee thereof, will do any of the following, directly or indirectly:

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withhold or withdraw or qualify, modify or amend in a manner adverse to Nano (or publicly propose to do so), its recommendation;

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fail to reaffirm or re-publish its recommendation within ten (10) business days after Nano requests in writing that such action be taken (or, if earlier, at least five (5) business days prior to the Desktop Metal stockholder meeting);

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fail to publicly announce, within ten (10) business days after a tender offer or exchange offer relating to Class A Common Stock has been formally commenced or after any change in the consideration being offered thereunder, a statement disclosing that it recommends rejection of such tender or exchange offer;

•

publicly announce that it has recommended, adopted or approved any Acquisition Proposal with respect to Desktop Metal; or

•

take any action, or make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any third party or any Acquisition Proposal.

Notwithstanding the foregoing restrictions or any other terms in the Merger Agreement, at any time prior to obtaining the approval of Desktop Metal’s stockholders of the Merger Proposal, the Board may effect, or cause Desktop Metal to effect, as the case may be, a change in recommendation if:

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Desktop Metal has not breached its obligations under the Merger Agreement in connection with an Acquisition Proposal if, after the date of the Merger Agreement, an unsolicited, bona fide, written Acquisition Proposal is made to Desktop Metal and is not withdrawn;

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the Board determines in its good faith judgment, after consulting with its outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal;

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Desktop Metal has provided Nano with five (5) business days’ prior written notice advising Nano that it intends to effect a change of recommendation and specifying, in reasonable detail, the reasons therefor, and which written notice shall include copies of all documents pertaining to such Superior Proposal;

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Desktop Metal, during the five (5) business day period and if requested by Nano, engages in good faith negotiations with Nano to amend the Merger Agreement in such manner that the Acquisition Proposal that was determined to constitute a Superior Proposal no longer constitutes a Superior Proposal;

•

at the end of the five (5) business day period, such Acquisition Proposal has not been withdrawn and, in the good faith reasonable judgment of the Board, continues to constitute a Superior Proposal (taking into account any changes to the terms of the Merger Agreement proposed by Nano as a result of negotiations during the five (5) business day period or otherwise); and

•

at the end of the five (5) business day period, the Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Superior Proposal, a failure to change its recommendation would reasonably be expected to constitute a breach of the duties of the Board under applicable law, provided that, in the event of any material revisions to the applicable Acquisition Proposal (including any change in price or exchange ratio), Desktop Metal is required to deliver a new written notice to Nano and to again comply with the foregoing requirements of the Merger Agreement with respect to such new written notice (including the five (5) business day period referenced above).

In addition, the Board may, prior to obtaining the approval of the Desktop Metal stockholders of the Merger Proposal, effect, or cause Desktop Metal to effect, as the case may be, a change in recommendation if, in connection with an Intervening Event (as defined below) relating to Desktop Metal, the Board determines that, after having consulted with its outside legal counsel, in light of such Intervening Event, a failure to make a change in recommendation would reasonably be expected to constitute a breach of its duties under applicable law, provided that:

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Desktop Metal shall have provided Nano with five (5) business days’ prior written notice advising Nano that it intends to effect a change in recommendation and specifying, in reasonable detail, the reasons therefor;

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Desktop Metal, during the five (5) business day period, if requested by Nano, shall negotiate in good faith with respect to any change or modifications to the Merger Agreement which would allow the Board not to make such change in recommendation; and

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at the end of the five (5) business day period, the Board determines in good faith, after having consulted with its outside legal counsel, that, taking into account any changes to the terms of the Merger Agreement proposed by Nano as a result of the negotiations required by the immediately preceding bullet point or otherwise, a failure by the board of directors of Nano to make a change in recommendation would reasonably be expected to constitute a breach of the duties of the board of directors of Nano under applicable law.

Under the Merger Agreement, “Intervening Event” means any material event or development, or material changes in circumstances first occurring, arising or coming to the attention of the Board after the date of the Merger Agreement to the extent that such event, development or change in circumstances (i) was not known by the Board and was not reasonably foreseeable by the Board as of or prior to the date of the Merger Agreement; and (ii) does not relate to an Acquisition Proposal or a Superior Proposal or any inquiry or communications relating thereto.

Notice Regarding Acquisition Proposals

Desktop Metal must immediately, and in any event within twenty-four (24) hours of the receipt thereof advise Nano orally and in writing of any:

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Acquisition Proposal with respect to Desktop Metal;

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any inquiry, expression of interest, proposal, communication, request for access to non-public information relating to Desktop Metal or its subsidiaries, or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; or

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any other communication or notice that any person is considering making an Acquisition Proposal with respect to Desktop Metal.

Any such notification by Desktop Metal to Nano shall include the material terms and conditions of any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (including any changes to such material terms and conditions) and a copy of, and the identity of the person making, any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. Desktop Metal shall:

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keep Nano informed in all material respects and on a reasonably current basis of the status and details (including any material change to the terms and conditions thereof (including any change in price or exchange ratio)) of any Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request; and

•

provide to Nano as soon as practicable (but in no event more than twenty-four (24) hours) after the receipt thereof copies of all material correspondence and other written material exchanged between Desktop Metal or its subsidiaries or any of their representatives, on the one hand, and any person or any of their representatives that has made an Acquisition Proposal with respect to Desktop Metal, inquiry, expression of interest, proposal, offer, notice or request, on the other hand, which describes any of the terms or conditions of such Acquisition Proposal.

Desktop Metal agreed that it shall not, after the date of the Merger Agreement, enter into any agreement which prohibits it from complying with its obligations regarding the providing of notice of Acquisition Proposals to Nano as set forth above.

Termination of the Merger Agreement (page 97)

The Merger Agreement may be terminated at any time prior to the Effective Time (whether before or after receipt of the approval of Desktop Metal’s stockholders of the Merger Proposal, except as specifically provided below), as set forth below:

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by mutual written consent of Desktop Metal and Nano;

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by either Desktop Metal or Nano, upon written notice to the other party if:

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the Merger is not consummated on or before January 31, 2025 (the “End Date”), provided that each of Desktop Metal and Nano will be entitled to extend the End Date by written notice to the other party to March 31, 2025 if, by January 31, 2025, any of the required regulatory approvals have not been obtained at the End Date but all of the other specified conditions to the consummation of the Merger have been satisfied at such time (or are capable of being satisfied at the closing of the Merger); provided, that this termination right is not available to any party if a breach by such party of its obligations under the Merger Agreement has been the principal cause of, or principally resulted in, such failure of the Merger to occur on or before the End Date;

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(i) any governmental entity that must grant certain agreed-upon regulatory approvals listed in Nano’s disclosure schedules has denied approval of the Merger and such denial has become final and non-appealable; (ii) any court or governmental entity of competent jurisdiction has issued a final and non-appealable order, injunction or decree or other legal restraint or prohibition permanently enjoining or preventing the consummation of the Merger; or (iii) any Israeli court has issued an order, injunction or decree or other legal restraint or prohibition imposing conditions that are unacceptable to Nano; provided, that this termination right is not available to any party if a breach by such party of its obligations under the Merger Agreement has been the principal cause of, or principally resulted in, such failure to obtain such required regulatory approval or the issuance of such order, injunction, decree or other legal restraint, as applicable; or

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the approval of Desktop Metal’s stockholders of the Merger Proposal has not been obtained following a vote taken thereon at a meeting of the Desktop Metal stockholders called for the purpose thereof (unless such meeting of the Desktop Metal stockholders has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof).

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by Desktop Metal if Nano or Merger Sub breaches or fails to perform any of its covenants or agreements contained in the Merger Agreement, or if any of the representations or warranties of Nano or Merger Sub contained in the Merger Agreement fail to be true and correct, which breach or failure (i) either individually or in the aggregate with all other breaches by Nano or Merger Sub or failure of Nano’s and Merger Sub’s representations and warranties to be true, gives rise to the failure of certain conditions to the consummation of the Merger; and (B) if reasonably capable of being cured, has not been cured prior to the earlier of thirty (30) days (or such fewer days as remain until the End Date) after Nano’s receipt of written notice of such breach from Desktop Metal, and provided that Desktop Metal is not then in breach of any covenant or agreement contained in the Merger Agreement and no representation or warranty of Desktop Metal contained in the Merger Agreement then fails to be true and correct such that certain conditions to the consummation of the Merger could not then be satisfied;

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by Nano if:

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Desktop Metal breaches or fails to perform any of its covenants or agreements contained in the Merger Agreement, or if any of the representations or warranties of Desktop Metal contained in the Merger Agreement fail to be true and correct, which breach or failure (i) either individually or in the aggregate with all other breaches by Desktop Metal or failure of Desktop Metal’s representations and warranties to be true, gives rise to the failure of certain conditions to the consummation of the Merger; and (B) if reasonably capable of being cured, has not been cured prior to the earlier of thirty (30) days (or such fewer days as remain until the End Date) after Desktop Metal’s receipt of written notice of such breach from Nano, and provided that Nano is not then in breach of any covenant or agreement contained in the Merger Agreement and no representation or warranty of Nano contained in the Merger Agreement then fails to be true and correct such that certain conditions to the consummation of the Merger could not then be satisfied;

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prior to the approval of Desktop Metal’s stockholders of the Merger Proposal, the Board or any committee thereof has made a change in recommendation;

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if Desktop Metal’s Cash Burn (as defined in the Merger Agreement) exceeds $20.0 million during any fiscal quarter beginning with Desktop Metal’s fiscal quarter ending September 30, 2024 or, to the extent Desktop Metal has drawn on the Bridge Loan Facility, any “Event of Default” under the loan documentation has occurred (in the case of an “Event of Default” under the loan documentation, whether or not the payment of any outstanding loans thereunder have been accelerated); or

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if Desktop Metal or any of its subsidiaries (i) applies for, consents to the appointment of, or is otherwise appointed, any receiver, trustee, custodian or liquidator of its property, (ii) admits in writing its inability to pay its debts as they mature, (iii) makes a general assignment for the benefit of its creditors, (iv) files a petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors, or otherwise takes advantage of, or is placed into bankruptcy under, any bankruptcy, reorganization, insolvency or liquidation laws or statutes, or files an answer admitting the material allegations of a petition filed against Desktop Metal, as the case may be, in any proceeding under any such laws or statutes, or (v) undergoes the expiration of sixty (60) days following the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating it as bankrupt or appointing a trustee of its assets (each of (i) through (v), a “Bankruptcy”).

Termination Fees and Expense Reimbursement (page 99)

If the Merger Agreement is terminated by either party as a result of the failure to obtain the approval of Desktop Metal’s stockholders of the Merger Proposal following a vote taken thereon at a meeting of Desktop Metal’s stockholders called for the purpose thereof (unless such meeting of Desktop Metal’s stockholders has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof), Desktop Metal will be required to reimburse Nano for Nano’s termination expenses (in an amount not to exceed $6.0 million) (the “Termination Expenses”) within five (5) business days of the date of such termination.

If Nano terminates the Merger Agreement as a result of a change in recommendation by the Board or as a result of the failure of Desktop Metal to obtain the approval of Desktop Metal stockholders of the

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Merger Proposal following a vote taken thereon at a meeting of Desktop Metal’s stockholders called for the purpose thereof (unless such meeting of Desktop Metal’s stockholders has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof) and, at the time of such termination, Nano was entitled to terminate the Merger Agreement as a result of a change in recommendation by the Board, Desktop Metal will be required to pay Nano a termination fee (the “Company Termination Fee”) equal to $7.875 million within five (5) business days of the date of such termination.

If, (i) following the date of the Merger Agreement and prior to the meeting of Desktop Metal’s shareholders called for the purpose of obtaining the approval of Desktop Metal stockholders of the Merger Proposal, an Acquisition Proposal for Desktop Metal has been publicly proposed or disclosed (and not withdrawn at least two (2) business days prior to such Desktop Metal stockholders meeting), (ii) the Merger Agreement is terminated by either Desktop Metal or Nano as a result of the failure to obtain approval of Desktop Metal’s stockholders of the Merger Proposal following a vote taken thereon at such Desktop Metal stockholder meeting (unless such meeting of Desktop Metal’s stockholders has been validly adjourned or postponed, in which case at the final adjournment or postponement thereof), and (iii) within twelve (12) months of such termination, Desktop Metal enters into a definitive agreement with respect to an Acquisition Proposal or otherwise consummates an Acquisition Proposal, Desktop Metal will be required to pay Nano the Company Termination Fee, less any Termination Expenses previously paid by Desktop Metal to Nano (provided, that, for purposes of the foregoing, the references to fifteen percent (15%) in the definition of Acquisition Proposal shall instead refer to fifty percent (50%)).

If the Merger Agreement is terminated by either party as a result of any Israeli court having issued an order, injunction or decree or other legal restraint or prohibition (an “Order”) imposing conditions that are unacceptable to Nano, or if the Merger is not consummated by the End Date solely as a result of Nano’s determination that any conditions imposed by any Israeli court having issued an Order are unacceptable to Nano, but all other customary closing conditions to the consummation of the Merger have been satisfied, Nano will be required to pay Desktop Metal a termination fee of $5.0 million within five (5) business days of the date of such termination.

Market Prices and Dividend Data (page 105)

Our Class A Common Stock is listed on the NYSE under the symbol “DM”. On July 2, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, the closing price of the Class A Common Stock on the NYSE was $4.32 per share. On August 13, 2024, the latest practicable trading day before the printing of this proxy statement, the closing price of the Class A Common Stock on the NYSE was $4.14 per share. You are encouraged to obtain current market prices of Class A Common Stock in connection with voting your shares of Class A Common Stock.

Under the terms of the Merger Agreement, from the date of the Merger Agreement until the Effective Time or the earlier termination of the Merger Agreement, we may not declare or pay dividends to our common stockholders without Nano’s written consent.

Delisting and Deregistration of Our Class A Common Stock (page 77)

As promptly as practicable following the completion of the Merger, Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and we will no longer be required to file periodic reports with the SEC on account of Class A Common Stock.

Litigation Relating to the Merger (page 78)

As of the date of this proxy statement, Desktop Metal and members of its board of directors have been named as defendants in a complaint filed by a purported stockholder of the Company. The complaint challenges the adequacy of disclosures in the preliminary proxy statement and seeks injunctive relief preventing the parties from proceeding with the Merger, among other remedies. Desktop Metal has also received several demand letters from purported stockholders making similar allegations.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of Desktop Metal. Please refer to the preceding section of this proxy statement entitled “Summary” and the more detailed information contained elsewhere in this proxy statement, its annexes, including the Merger Agreement and the documents incorporated by reference herein, which you should read carefully and in their entirety.

Why am I receiving these materials?

On July 2, 2024, Desktop Metal entered into the Merger Agreement, with Nano and Merger Sub, pursuant to which Merger Sub will merge with and into Desktop Metal, with Desktop Metal continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as an indirect, wholly-owned subsidiary of Nano. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference herein. The Board is furnishing this proxy statement and form of proxy card to the holders of Class A Common Stock in connection with the solicitation of proxies in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal (each as described below) to be voted at a special meeting of stockholders or at any adjournments or postponements thereof.

When and where is the special meeting?

The special meeting will take place on October 2, 2024 at 9:00 a.m. Eastern Time. The special meeting will be held in a virtual meeting format only, through a live webcast. You will be able to attend the special meeting virtually by visiting www.virtualshareholdermeeting.com/DM2024SM and entering your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

Who is entitled to vote at the special meeting?

To be able to vote on the matters presented at the special meeting, you must have been a stockholder of record at the close of business on August 12, 2024 (the “Record Date”). The aggregate number of shares entitled to vote at this meeting is 33,260,586 shares of Class A Common Stock, which is the number of shares that were outstanding as of the Record Date.

How many votes do I have?

Each share of Class A Common Stock that you owned as of the close of business on the Record Date entitles you to one vote on each matter that is voted on at the special meeting.

May I attend the special meeting and vote in person?

Yes. You may attend and participate in the special meeting virtually by visiting the following website: www.virtualshareholdermeeting.com/DM2024SM. To attend and participate in the special meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank, broker or other nominee to obtain your 16-digit control number or otherwise vote through the bank, broker or other nominee. If you lose your 16-digit control number, you may join the special meeting as a “Guest” but you will not be able to vote. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

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later decide to attend virtually. If you own your shares of Class A Common Stock in “street name” and wish to vote at the special meeting, you must obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares. If you own your shares of Class A Common Stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Class A Common Stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal (as described below), without your instructions. If you own your shares of Class A Common Stock in “street name” and wish to vote at the special meeting, you must obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares.

What am I being asked to vote on at the special meeting?

You are being asked to consider and vote on the following proposals:

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to approve and adopt the Merger Agreement (“Merger Proposal”);

•

What is the proposed Merger and what effects will it have on Desktop Metal?

The proposed Merger is the acquisition of Desktop Metal by Nano pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of Class A Common Stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Desktop Metal, with Desktop Metal continuing as the Surviving Corporation and an indirect, wholly-owned subsidiary of Nano. If the Merger is completed, the Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and following that delisting and deregistration, Desktop Metal will no longer be required to file periodic reports with the SEC with respect to the Class A Common Stock. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive, for each share of Class A Common Stock that you own (unless you are entitled to and have properly demanded appraisal rights and have complied in all respects with Section 262 of the Delaware General Corporation Law (the “DGCL”)), an amount of cash equal to $5.50, minus (x) the product of (A) the aggregate principal amount outstanding under the Bridge Loan Facility, together with accrued and unpaid interest as of the closing of the Merger, divided by $2.5 million, and (B) $0.10 (provided that in no event shall the adjustment pursuant to this clause (x) be greater than $0.80), minus (y) the product of (A) all unpaid Company Transaction Expenses (as defined in the Merger Agreement) as of the closing of the Merger divided by $2.5 million, and (B) $0.10 (provided that in no event shall the adjustment pursuant to this clause (y) be greater than $0.60), and minus (z) to the extent certain executives of the Company do not execute Severance Letter Agreements prior to the closing of the Merger, $0.0325, in each of the foregoing cases (x), (y) and (z), subject further to any tax withholding (such amount, the “Per Share Merger Consideration”). Because the amount of the Per Share Merger Consideration you will be entitled to receive is subject to change and will not be determined until three (3) business days before the Closing Date, at the time of the special meeting, you will not know with certainty the exact amount of Per Share Merger Consideration you will receive upon consummation of the Merger. As of the date of this proxy statement, based on forecasted Company Transaction Expenses, Desktop Metal’s expectation that it will not draw on the Bridge Loan Facility and Desktop Metal’s expectations regarding

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the Severance Letter Agreements, Desktop Metal estimates that adjustments to the Per Share Merger Consideration will total $0.44 per share, resulting in an adjusted Per Share Merger Consideration of $5.06 per share. If the Company Transaction Expenses are greater than anticipated, if Desktop Metal draws on the Bridge Loan Facility or if certain individuals do not sign Severance Letter Agreements prior to the closing of the Merger, the Per Share Merger Consideration will be reduced. If all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of Class A Common Stock, the Per Share Merger Consideration would be $4.07 per share.

How does the Merger Consideration compare to the market price of the Class A Common Stock prior to the public announcement of the Merger Agreement?

The Per Share Merger Consideration before adjustments represents a premium of approximately 27.3% over the Class A Common Stock closing price of $4.32 on July 2, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, and a premium of 20.5% over the volume-weighted average price over the 30-day period ending on such date.

As of the date of this proxy statement, based on forecasted Company Transaction Expenses, Desktop Metal’s expectation that it will not draw on the Bridge Loan Facility and Desktop Metal’s expectations regarding the Severance Letter Agreements, Desktop Metal estimates that adjustments to the Per Share Merger Consideration will total $0.44 per share, resulting in an adjusted Per Share Merger Consideration of $5.06 per share, which would represent a premium of approximately 17.1% over the Class A Common Stock closing price of $4.32 on July 2, 2024. If the Company Transaction Expenses are greater than anticipated, if Desktop Metal draws on the Bridge Loan Facility or if certain individuals do not sign Severance Letter Agreements prior to the closing of the Merger, the Per Share Merger Consideration will be reduced. If all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of Class A Common Stock, the Per Share Merger Consideration would be $4.07 per share, which would represent a discount of approximately (5.8)% under the Class A Common Stock closing price of $4.32 on July 2, 2024.

What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

We encourage you to read this proxy statement, its annexes, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting in person, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy card so that your shares of Class A Common Stock may be represented and can be voted at the special meeting. If you hold your shares of Class A Common Stock in “street name,” please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

Should I send in my stock certificates now?

No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the cash payment of the Per Share Merger Consideration for each share of Class A Common Stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to surrender your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of Class A Common Stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your

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“street name” shares of Class A Common Stock in exchange for the Per Share Merger Consideration. Please do not send in your stock certificates now.

What happens if I sell or otherwise transfer my shares of Class A Common Stock after the Record Date but before the special meeting? What happens if I sell or otherwise transfer my shares of Class A Common Stock after the special meeting but before the Effective Time?

The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Class A Common Stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Desktop Metal in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Per Share Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Class A Common Stock after the special meeting, but before the Effective Time, you will transfer the right to receive the Per Share Merger Consideration if the Merger is completed. In order to receive the Per Share Merger Consideration, you must hold your shares of Class A Common Stock through the completion of the Merger.

The right to seek appraisal of Class A Common Stock in connection with the Merger under Section 262 of the DGCL is only available to Desktop Metal stockholders who, among other requirements set forth in Section 262 of the DGCL, hold their stock as of the date of making a demand for appraisal and hold their shares continuously through the effective date of the Merger. Accordingly, if you sell or transfer your shares of Class A Common Stock after the special meeting, but before the effective date of the Merger, you will lose the right to seek appraisal of those shares under Section 262 of the DGCL.

Even if you sell or otherwise transfer your shares of Class A Common Stock after the Record Date, we encourage you to sign, date and return the enclosed proxy or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

What is the position of Desktop Metal’s Board of Directors regarding the Merger?

After consulting with its financial advisor and outside legal counsel and carefully reviewing and considering various factors described in “The Merger — Recommendation of Our Board of Directors and Reasons for the Merger,” unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

What happens if the Merger is not completed?

If the Merger Agreement is not adopted by the stockholders of Desktop Metal or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of Class A Common Stock. Instead, we will remain a public company, the Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Nano a termination fee upon the termination of the Merger Agreement, as described in “The Merger Agreement — Termination Fees and Expense Reimbursement.”

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Do any of Desktop Metal’s directors or officers have interests in the Merger that may differ from those of Desktop Metal stockholders generally?

In considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Desktop Metal. For a description of these interests, see “The Merger — Interests of Desktop Metal’s Directors and Executive Officers in the Merger”.

Have any stockholders agreed to vote for the Merger Proposal?

As an inducement to Nano entering into the Merger Agreement, on July 2, 2024, (a) Ric Fulop, (b) Red Tailed Hawk Trust, (c) Wen Hseih, (d) Jonah Myerberg, (e) Audra Myerberg, (f) Bluebird Trust, (g) Khaki Campbell Trust and (h) KPCB Holdings, Inc. ((a) through (h), collectively, the “Stockholders”), who collectively beneficially own shares representing approximately 15% of the voting power of the Class A Common Stock, entered into Voting and Support Agreements with Nano (collectively, the “Voting Agreements”), pursuant to which the Stockholders have agreed to, among other things, vote their shares (i) in favor of the approval and adoption of the Merger Agreement, (ii) against any Acquisition Proposal (as defined in the Merger Agreement), (iii) against any amendment to the Desktop Metal’s certificate of incorporation or bylaws that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger, (iv) in favor of any proposal to adjourn or postpone any such meeting of the Desktop Metal’s stockholders to a later date if there are not sufficient votes to approve and adopt the Merger Agreement, and (v) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of Desktop Metal under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger, subject to the terms and conditions set forth in the Voting Agreements.

What vote is required to approve and adopt the Merger Agreement?

Assuming a quorum is present at the special meeting, approval of the Merger Proposal requires the affirmative vote of holders of a majority in voting power of the outstanding shares of Class A Common Stock entitled to vote on the Merger Proposal. Abstentions and broker non-votes will have the same effect as a vote AGAINST the proposal.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. Broker non-votes (if any) and abstentions will also have the same effect as a vote “AGAINST” the Merger Proposal. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal.

As of the Record Date (August 12, 2024), there were 33,260,586 shares of Class A Common Stock issued and outstanding. Each holder of Class A Common Stock is entitled to one vote per share of Class A Common Stock owned by such holder as of the Record Date.

What vote is required to approve the Advisory Compensation Proposal and the Adjournment Proposal?

Assuming a quorum is present, the failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting, as well as abstentions and broker non-votes, if any, will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

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Why am I being asked to cast a non-binding, advisory vote to approve “Merger-related compensation” payable to Desktop Metal’s named executive officers under its plans or agreements?

In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

What will happen if the stockholders do not approve the Advisory Compensation Proposal at the special meeting?

Approval of the Advisory Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on Desktop Metal or Nano. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the “Merger-related compensation” is not contingent on stockholder approval of the Advisory Compensation Proposal.

What is a quorum?

In order for business to be conducted at the special meeting, our by-laws require that a quorum must be present. The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or virtually or represented by proxy to constitute a quorum for the special meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” (as described below) are counted as present and entitled to vote for purposes of determining a quorum. The proposals for consideration at the special meeting are considered “non-routine” matters under the rules of the NYSE, and, therefore, shares of special meeting held in “street name” through a bank, broker or other nominee will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided to such entity on how to vote on any such proposals.

Shares of Class A Common Stock present in person or represented by proxy (including shares that reflect abstentions) will be counted for the purpose of determining whether a quorum exists.

If a quorum is not present, the special meeting may be adjourned by the chairman of the meeting or a majority of the shares so represented at the special meeting until a quorum is obtained.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote:

•

by Internet — You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card;

•

by Telephone — You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

•

by Mail — You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

•

Electronically at the Meeting-If you attend the special meeting virtually, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on October 1, 2024. To participate in the special meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the special meeting virtually, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the special meeting. If you submit your proxy, you may still decide to attend the special meeting and vote your shares electronically.

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If you are a Desktop Metal stockholder of record, if you sign and return your proxy card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy card), the shares of Desktop Metal represented by your proxy card will be voted for each proposal in accordance with the recommendation of the Board.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares virtually at the special meeting, you should contact your bank, broker or other nominee, to obtain your 16‑digit control number or otherwise vote through the bank, broker or other nominee.

If your shares and held in “street name” and you submit voting instructions to your bank, broker or other nominee, your instructions must be received by the bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions.

You will need to obtain your own Internet access if you choose to attend the special meeting virtually and/or vote over the Internet.

At the date hereof, Desktop Metal’s management has no knowledge of any business that will be presented for consideration at the special meeting and which would be required to be set forth in this proxy statement or the related proxy card other than the matters set forth in the Notice of Special Meeting of Stockholders. If any other matter is properly presented at the special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

If you hold your shares of Class A Common Stock through a bank, broker or other nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the special meeting.

If my broker, bank or nominee holds my shares in “street name,” will my broker, bank or nominee vote my shares for me?

Under the rules of the NYSE, banks, brokers and other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine.” Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. All of the proposals currently scheduled for consideration at the special meeting are “non-routine” matters and a broker will lack the authority to vote shares at its discretion on such proposals. If you are a Desktop Metal stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on any of the proposals, and your shares will not be represented and will not be voted on any matter. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you are a Desktop Metal stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Merger proposal, this will have the same effect as a vote cast against the Merger Proposal and will not count towards determining whether a quorum is present. If you are a Desktop Metal stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Advisory Compensation Proposal or the Adjournment Proposal, this will have no effect on the vote count for such proposal, and will not count towards determining whether a quorum is present. If you respond with an “abstain” vote on the Merger Proposal, this will

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have the same effect as a vote cast against the Merger Proposal, but will count towards determining whether a quorum is present. If you respond with an “abstain” vote on the Advisory Compensation Proposal or the Adjournment Proposal, this will have no effect on the vote count for such proposal, but will count towards determining whether a quorum is present.

May I revoke my proxy after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

Yes. If you are a stockholder of record, you may revoke your proxy and change your vote:

•

by submitting a duly executed proxy bearing a later date;

•

by granting a subsequent proxy through the Internet or telephone;

•

by giving written notice of revocation to the Secretary of Desktop Metal prior to or at the special meeting; or

•

by voting virtually at the special meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the special meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote virtually at the special meeting.

If your shares are held in “street name” and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

If a stockholder submits a proxy, how are the shares voted?

Regardless of the method you choose to submit your proxy, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you are a stockholder of record, if you sign and return your proxy card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy card), the shares of Desktop Metal represented by your proxy card will be voted for each Proposal in accordance with the recommendation of the board of directors.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Class A Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of Class A Common Stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction card that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as independent inspector of election at the special meeting.

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Where can I find the voting results of the special meeting?

We plan to announce preliminary voting results at the special meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the special meeting. All reports that Desktop Metal files with the SEC are publicly available when filed. See “Where You Can Find More Information; Incorporation by Reference”.

Will I be subject to U.S. federal income tax upon the exchange of shares of Class A Common Stock for cash pursuant to the Merger?

The receipt of cash in exchange for shares of Class A Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. holder’s shares of Class A Common Stock in the Merger will generally result in the recognition of taxable gain or loss in an amount equal to the difference, if any, between the cash such U.S. holder receives in the Merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in such surrendered shares. Gain or loss will be determined separately for each block of shares of Class A Common Stock (that is, shares acquired for the same cost in a single transaction). A non-U.S. holder (as defined in “The Merger-Material U.S. Federal Income Tax Consequences of the Merger”) will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s shares of Class A Common Stock for cash in the Merger unless (1) such non-U.S. holder has certain connections to the United States or (2) Desktop Metal is, or was during the relevant period, a U.S. real property holding corporation.

Will I be subject to Israeli withholding tax upon the exchange of shares of Class A Common Stock for cash pursuant to the Merger?

The receipt of cash in exchange for shares of Class A Common Stock pursuant to the Merger will be subject to Nano’s obligation to deduct and withhold from the consideration payable to the stockholders of Desktop Metal any amounts that are required to be withheld or deducted with respect to such consideration pursuant to Israeli tax law. However, the receipt of cash by non-Israeli holders in exchange for such holder’s shares of Class A Common Stock in the Merger is generally exempted from Nano’s withholding rights subject to the receipt in advance of valid withholding certificate or a Tax Ruling which exempts Nano from withholding tax obligations or providing Nano with certain documentation as detailed in “The Merger — Certain Israeli Tax Considerations”. To determine the extent and scope of Nano’s withholding obligations, on July 17, 2024 Nano filed with the ITA the Tax Ruling. Generally (and unless otherwise determined in the Tax Ruling), non-Israeli holders of shares of Class A Common Stock will be exempted from withholding tax subject to providing in advance certain documentation to the Exchange Agent, to avoid being subject to up to 30% Israeli withholding tax rate. In case such Tax Ruling will not be obtained then non-Israeli holders of shares of Class A Common Stock will be exempted from withholding tax subject to providing in advance certain documentation as detailed in “The Merger — Certain Israeli Tax Considerations”.

Stockholders should refer to “The Merger — Certain Israeli Tax Considerations” to be informed of the required documentation and eligibility proof process and consult their tax advisors concerning related tax consequences to them of the Merger in light of their particular circumstances and any consequences arising under the laws of any taxing jurisdiction.

What will the holders of Desktop Metal stock options, restricted stock units and performance-based restricted stock units receive in the Merger?

At the Effective Time, each Company Stock Option outstanding and unexercised immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive an amount

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in cash equal to the Per Share Merger Consideration in respect of the quotient obtained by dividing the product of (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Stock Option, multiplied by (ii) the number of shares of Class A Common Stock subject to the vested portion of such Company Stock Option immediately prior to the Effective Time, by (b) the Per Share Merger Consideration (such quotient, the “Net Share”), without interest and less applicable tax withholdings. To the extent there is no Net Share covered by a Company Stock Option, the Company Stock Option will be cancelled for no consideration.

At the Effective Time, each Company RSU Award outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled and replaced with a Replacement RSU Award, on similar terms and conditions as were applicable to the Company RSU Award under the relevant Company Incentive Award Plan prior to the Effective Time, except the Replacement RSU Award shall vest pro-rata over the three (3) years following Closing Date (provided that certain holders of Company RSU Awards will remain eligible for double-trigger accelerated vesting under the Desktop Metal, Inc. Severance Plan). The number of Nano Ordinary Shares underlying the Replacement RSU Award will be determined by multiplying the number of shares of Class A Common Stock covered by such Replacement RSU Award immediately prior to the Effective Time by the Exchange Ratio, rounding down to the nearest whole number of shares; provided, however, that in no event shall the number of Nano Ordinary Shares underlying such Replacement RSU Awards exceed the Maximum ADS Amount (as defined in the Merger Agreement).

At the Effective Time, each Company PSU Award outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled in full without consideration.

When do you expect the Merger to be completed?

We are working towards completing the Merger as quickly as possible and currently expect to complete the Merger in the fourth quarter of 2024. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by the stockholders of Desktop Metal and the receipt of regulatory approvals.

Am I entitled to appraisal rights under the DGCL?

Yes. As a holder of Class A Common Stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. See “The Merger — Appraisal Rights”.

What is householding and how does it affect me?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if our Investor Relations Department receives a call or written request from you at the address, telephone number or email address indicated below.

Desktop Metal, Inc.
63 Third Avenue
Burlington, Massachusetts, 01803
Attention: Investor Relations
Telephone: (857) 504-1084
Email: DesktopMetalIR@icrinc.com

Who can help answer my questions?

The information provided above in the Q&A format is for your convenience only and is merely a summary of some of the information in this proxy statement. We encourage you to read this proxy statement, its annexes, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. If you have any

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questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Class A Common Stock, please contact Innisfree M&A Incorporated, our proxy solicitor, toll-free at (877) 750-8334. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

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THE PARTIES TO THE MERGER

Desktop Metal, Inc.
63 Third Avenue
Burlington, Massachusetts, 01803
1-978-224-1244

Nano Dimension Ltd.
2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142

Nano US I, Inc.

c/o Nano Dimension Ltd.
2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142

Nano US I, Inc., also referred to herein as “Merger Sub”, is a Delaware corporation controlled by Nano that was formed on June 26, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. Merger Sub is a wholly-owned subsidiary of Nano Dimension USA. Upon consummation of the merger of Merger Sub with and into Desktop Metal in accordance with the Merger Agreement (the “Merger”), Merger Sub will cease to exist, and Desktop Metal will survive the Merger as an indirect, wholly-owned subsidiary of Nano.

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THE SPECIAL MEETING

This proxy statement is being mailed to holders of record of Class A Common Stock as of the close of business on August 12, 2024, and constitutes notice of the special meeting in conformity with the requirements of the DGCL.

This proxy statement is being provided to Desktop Metal stockholders as part of a solicitation of proxies by the Board for use at the special meeting and at any adjournments or postponements of the special meeting. Desktop Metal stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the Merger Agreement and the transactions contemplated by the Merger Agreement.

Date, Time and Place of the Special Meeting

The special meeting will be held at www.virtualshareholdermeeting.com/DM2024SM, at 9:00 a.m., Eastern Time, on October 2, 2024. The special meeting will be a completely virtual meeting, which will be conducted via live webcast.

You may attend and participate in the special meeting virtually by visiting the following website: www.virtualshareholdermeeting.com/DM2024SM. To attend and participate in the special meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank, broker or other nominee to obtain your 16-digit control number or otherwise vote through the bank, broker or other nominee. If you lose your 16-digit control number, you may join the special meeting as a “Guest” but you will not be able to vote. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

Matters to Be Considered at the Special Meeting

The purposes of the special meeting are as follows, each as further described in this proxy statement:

•

Proposal 1: The Merger Proposal. To approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement (the “Merger Proposal”);

•

Proposal 2: The Advisory Compensation Proposal. To approve, on a non-binding advisory basis, the executive officer compensation that will or may be paid to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and

•

Proposal 3: The Adjournment Proposal. To approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”).

Recommendation of the Desktop Metal Board of Directors

The Board unanimously recommends that stockholders vote:

•

Proposal 1: “FOR” the Merger Proposal;

•

Proposal 2: “FOR” the Advisory Compensation Proposal; and

•

Proposal 3: “FOR” the Adjournment Proposal.

This proxy statement contains important information regarding these proposals and factors that stockholders should consider when deciding how to cast their votes. Desktop Metal stockholders are encouraged to read carefully and in its entirety this proxy statement, including the Annexes to this proxy statement and documents incorporated by reference into this proxy statement.

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The Board, after due and careful discussion and consideration, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board accordingly unanimously recommends that the Desktop Metal stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

See also the section entitled “The Merger — Recommendation of the Desktop Metal Board of Directors and Reasons for the Merger”.

Record Date for the Special Meeting and Voting Rights

The Board has fixed the close of business on August 12, 2024 as the Record Date of the special meeting. If you were a holder of record of shares of Class A Common Stock as of the close of business on the Record Date you are entitled to receive notice of and to vote at the special meeting or any adjournments or postponements thereof. You are entitled to one vote for each share of Class A Common Stock that you owned as of the close of business on the Record Date. As of the close of business on the Record Date, 33,260,586 shares of Class A Common Stock were outstanding and entitled to vote at the special meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum of stockholders is necessary to conduct the special meeting. The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person virtually or represented by proxy to constitute a quorum for the special meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” (as described below) are counted as present and entitled to vote for purposes of determining a quorum. The proposals for consideration at the special meeting are considered “non-routine” matters under NYSE Rule 452, and, therefore, shares of special meeting held in “street name” through a bank, broker or other nominee will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided to such entity on how to vote on any such proposals.

Under the rules of the NYSE, banks, brokers and other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine.” Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters. All of the proposals currently scheduled for consideration at the special meeting are “non-routine” matters and a broker will lack the authority to vote shares at its discretion on such proposals. If you are a Desktop Metal stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on any of the Proposals, and your shares will not be represented and will not be voted on any matter. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you are a Desktop Metal stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Merger Proposal, this will have the same effect as a vote cast against the Merger Proposal and will not count towards determining whether a quorum is present. If you are a Desktop Metal stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Advisory Compensation Proposal or the Adjournment Proposal, this will have no effect on the vote count for such proposal and will not count towards determining whether a quorum is present. If you respond with an “abstain” vote on the Merger Proposal, this will have the same effect as a

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vote cast against the Merger Proposal, but will count towards determining whether a quorum is present. If you respond with an “abstain” vote on the Advisory Compensation Proposal or the Adjournment Proposal, this will have no effect on the vote count for such proposal, but will count towards determining whether a quorum is present.

If you are a stockholder of record, if you sign and return your proxy card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy card), the shares of Class A Common Stock represented by your proxy card will be voted for each Proposal in accordance with the recommendation of the board of directors.

Required Votes; Vote of Desktop Metal’s Directors and Executive Officers

Except for the Adjournment Proposal, the vote required to approve all of the Proposals listed below assumes the presence of a quorum.

Proposal	Votes Required	Effects of Abstentions and Broker Non-Votes
Proposal 1: Merger Proposal	The affirmative vote of holders of a majority in voting power of the outstanding Class A Common Stock entitled to vote thereon.	Abstentions and broker non-votes will have the same effect as a vote AGAINST the proposal.
Proposal 2: Advisory Compensation Proposal	The affirmative vote of the holders of a majority in voting power of the votes cast.	Abstentions and broker non-votes will have no effect.
Proposal 3: Adjournment Proposal	The affirmative vote of the holders of a majority in voting power of the votes cast.	Abstentions and broker non-votes will have no effect.

Voting Agreements

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Class A Common Stock Held by Directors and Executive Officers

As of the Record Date, Desktop Metal directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 4,560,077 shares of Class A Common Stock, or approximately 13.7% of the total outstanding shares of Class A Common Stock. Desktop Metal currently expects that all of its directors and executive officers will vote their shares “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. See also the section entitled “The Merger — Interests of Desktop Metal’s Directors and Executive Officers in the Merger” and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 15, 2024, which is incorporated into this proxy statement by reference.

Methods of Voting

Stockholders of Record. If you are a stockholder of record, you may vote:

•

by Internet — You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card;

•

by Telephone — You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

•

by Mail — You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

•

Electronically at the Meeting — If you attend the special meeting virtually, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

If you are a Desktop Metal stockholder of record, if you sign and return your proxy card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy card), the shares of Desktop Metal represented by your proxy card will be voted for each Proposal in accordance with the recommendation of the Board.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares virtually at the special meeting, you should contact your bank, broker or other nominee, to obtain your 16-digit control number or otherwise vote through the bank, broker or other nominee.

You will need to obtain your own Internet access if you choose to attend the special meeting virtually and/or vote over the Internet.

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Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy and change your vote:

•

by submitting a duly executed proxy bearing a later date;

•

by granting a subsequent proxy through the Internet or telephone;

•

by giving written notice of revocation to the Secretary of Desktop Metal prior to or at the special meeting; or

•

by voting virtually at the special meeting.

Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend and vote at the virtual stockholder meeting.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Desktop Metal, Inc.
Attention: Secretary
63 3rd Avenue
Burlington, MA 01803

Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If a Desktop Metal stockholder makes no specification on his, her or its proxy card as to how such Desktop Metal stockholder should want his, her or its shares of Class A Common Stock voted, such proxy will be voted as recommended by the board of directors as stated in this proxy statement, specifically “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Proxy Solicitation Costs

Desktop Metal is soliciting proxies to provide an opportunity to all Desktop Metal stockholders to vote on the agenda items, whether or not the stockholders are able to attend the special meeting or an adjournment or postponement thereof. Desktop Metal will bear the entire cost of soliciting proxies from its stockholders.

Desktop Metal has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the special meeting. Desktop Metal estimates that it will pay Innisfree a fee of approximately $35,000, with an additional fee of approximately $65,000 to be earned upon stockholder approval of the proposals included herein, plus reimbursement for certain fees and expenses. Desktop Metal has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

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Desktop Metal also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Class A Common Stock.

Desktop Metal’s and Nano’s respective directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Attending the Special Meeting

The virtual meeting has been designed to provide the same rights to participate as the stockholder would have at an in-person meeting. Information on how to vote by Internet before and during the special meeting is discussed above.

If you plan to virtually attend the special meeting and vote, Desktop Metal still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the special meeting. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the special meeting if you later decide to attend virtually. If you own your shares of Class A Common Stock in “street name” and wish to vote at the special meeting, you must obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares.

What to Do if You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/DM2024SM.

What to Do if You Cannot Virtually Attend the Special Meeting

You may vote your shares before the special meeting by Internet, by proxy or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the special meeting webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the special meeting.

Householding

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

Tabulation of Votes; Results of the Special Meeting

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as independent inspector of election at the special meeting.

Adjournments

If a quorum is not present at the special meeting, the chairperson of the meeting or a majority in voting power of the shares represented at the meeting may adjourn the meeting.

If a quorum is present at the special meeting but there are not sufficient votes at the time of the special meeting in favor of adoption of the Merger Agreement, then special meeting may be adjourned to provide more time to solicit additional proxies in favor of adoption of the Merger Agreement if sufficient votes are cast in favor of the Adjournment Proposal.

Any adjournment or postponement of the special meeting will allow Desktop Metal stockholders who have already sent in their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each Desktop Metal stockholder of record entitled to vote at the special meeting.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Per Share Merger Consideration are entitled to seek appraisal of their Class A Common Stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Class A Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Class A Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Per Share Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Class A Common Stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Class A Common Stock determined under Section 262 could be more than, the same as or less than the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

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the Class A Common Stock for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Desktop Metal and to be set forth on the Chancery List (as defined in the section entitled “The Merger — Appraisal Rights”), will be entitled to receive the fair value of his, her or its Class A Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, the proxy solicitor for Desktop Metal:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-8334
Banks and brokers may call collect: (212) 750-5833

DESKTOP METAL STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, DESKTOP METAL STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the approval of Desktop Metal’s stockholders of the Merger Proposal or the failure to satisfy the other conditions to the consummation of the Merger, including the receipt of certain other regulatory approvals by applicable governmental authorities;

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reductions in the Per Share Merger Consideration to be paid based on transaction expenses, potential borrowings under the Bridge Loan Facility and agreements relating to severance for certain executive officers and employees of Desktop Metal;

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the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including the risk that the Merger Agreement may be terminated in circumstances requiring us to pay Nano the Company Termination Fee;

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risks that the proposed Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;

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the effect of the announcement, pendency or consummation of the Merger on our business relationships (including, without limitation, customers, vendors, suppliers and other business partners), operating results and business generally;

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potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect our financial performance;

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the amount of the costs, fees, expenses and charges related to the Merger Agreement or the Merger;

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risks related to diverting the attention of our management and employees from ongoing business operations;

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the risk that our stock price may decline significantly if the Merger is not consummated;

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the effect of the restrictions placed on our business activities and the limitations on our ability to pursue alternatives to the Merger during the pendency of the Merger, pursuant to the Merger Agreement;

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the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against us and others;

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Desktop Metal’s ability to implement its business strategy, including the fact that our stockholders would forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent public company; and

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the risks related to the potential impact of general economic, political and market factors on the parties to the proposed Merger, including the effect of the evolving nature of the conflicts in Israel and in the Middle East.

Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Desktop Metal or its

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businesses or operations. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Desktop Metal’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement and other reports filed with the SEC.

Any forward-looking statement made in this proxy statement speaks only as of the date on which it is made. Desktop Metal can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. Desktop Metal undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If Desktop Metal does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Certain Effects of the Merger on Desktop Metal

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Desktop Metal, with Desktop Metal continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Nano. Desktop Metal will cooperate with Nano to de-list the Class A Common Stock from the NYSE and to de-register under the Exchange Act as soon as reasonably practicable following the Effective Time, and at such time, Desktop Metal will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “The Merger — Merger Consideration” or, with respect to Dissenting Shares (as defined below), will only be entitled to receive the “fair value” of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Nano may agree and specify in the certificate of merger).

Effect on Desktop Metal if the Merger is Not Completed

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of the Class A Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Class A Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Class A Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of Desktop Metal or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Nano a termination fee upon the termination of the Merger Agreement, as described under “The Merger Agreement — Termination Fees and Expense Reimbursement.”

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each outstanding share of Class A Common Stock (other than (i) Class A Common Stock held by Desktop Metal as treasury stock or held directly by a subsidiary of Desktop Metal, Nano or Merger Sub and (ii) shares of Common Stock held by stockholders that are entitled to, and have properly demanded appraisal for such shares, in accordance with, and have complied in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares”)) will be converted automatically into the right to receive an amount of cash equal to $5.50, minus (x) the product of (A) the aggregate principal amount outstanding under the Bridge Loan Facility, together with accrued and unpaid interest as of the closing of the Merger, divided by $2.5 million,

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and (B) $0.10 (provided that in no event shall the adjustment pursuant to this clause (x) be greater than $0.80), minus (y) the product of (A) all unpaid Company Transaction Expenses (as defined in the Merger Agreement) as of the closing of the Merger divided by $2.5 million, and (B) $0.10 (provided that in no event shall the adjustment pursuant to this clause (y) be greater than $0.60), and minus (z) to the extent certain executives of the Company do not execute Severance Letter Agreements prior to the closing of the Merger, $0.0325, in each of the foregoing cases (x), (y) and (z), subject further to any tax withholding (such amount, the “Per Share Merger Consideration”). Because the amount of the Per Share Merger Consideration to be received by Desktop Metal stockholders is subject to change and will not be determined until three (3) business days before the Closing, at the time of the special meeting, stockholders will not know with certainty the exact amount of Per Share Merger Consideration they will receive upon consummation of the Merger. As of the date of this proxy statement, based on forecasted Company Transaction Expenses, Desktop Metal’s expectation that it will not draw on the Bridge Loan Facility and Desktop Metal’s expectations regarding the Severance Letter Agreements, Desktop Metal estimates that adjustments to the Per Share Merger Consideration will total $0.44 per share, resulting in an adjusted Per Share Merger Consideration of $5.06 per share. If the Company Transaction Expenses are greater than anticipated, if Desktop Metal draws on the Bridge Loan Facility or if certain individuals do not sign Severance Letter Agreements prior to the closing of the Merger, the Per Share Merger Consideration will be reduced. If all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of Class A Common Stock, the Per Share Merger Consideration would be $4.07 per share.

At the Effective Time, each share of Class A Common Stock, when converted into the right to receive the Merger Consideration, will no longer be outstanding and will automatically be canceled and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Class A Common Stock and each holder of a non-certificated outstanding share of Class A Common Stock represented by book entry, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Following completion of the Merger, Desktop Metal will cease to be a publicly traded company and will become an indirect, wholly-owned subsidiary of Nano.

Background of the Merger

Desktop Metal, as part of its business strategy, seeks to identify companies, patents, technologies, products and services to acquire or engage with in order to develop its businesses and enhance value for its stockholders.

The Board, in consultation with members of Desktop Metal’s management team and its outside financial and legal advisors, periodically reviews such strategic opportunities and seeks to consummate acquisitions and business combinations on favorable terms. As part of this process, Desktop Metal’s management team periodically reviewed and evaluated Nano as a potential business combination partner.

The following discussion includes prices per share as part of the offers exchanged between Desktop Metal and Nano. On June 7, 2024, the Board approved a 1-for-10 reverse stock split of Desktop Metal’s Class A Common Stock (the “Reverse Stock Split”). The Reverse Stock Split became effective on June 10, 2024, and Desktop Metal’s Class A Common Stock commenced trading on a split-adjusted basis on June 11, 2024. All prices per share discussed in this section are presented on a post-Reverse Stock Split basis.

On February 9, 2021, Mr. Fulop delivered to Stratasys Ltd. (“Stratasys”) a letter containing a non-binding, preliminary indication of interest of Desktop Metal to acquire Stratasys in a stock-for-stock transaction on the basis of $60.00 per Stratasys ordinary share and stated that the proposal represented a 27.8% premium to the 15-trading day volume-weighted average price as of the date of the letter. Dr. Zeif and Mr. Fulop continued to periodically discuss potential collaborations between the two companies. During the period between the beginning of 2021 and through the second quarter of 2024, Desktop Metal held multiple exploratory discussions at different times with ten parties (in addition to Nano) about potential combinations. None of these discussions, other than those involving Stratasys described below, resulted in formal offers being made to Desktop Metal.

On October 22, 2022, Mr. Ric Fulop, the Chief Executive Officer of Desktop Metal, met Mr. Yoav Stern, the then Chairman and Chief Executive Officer of Nano, for dinner and a formal introduction to each other.

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On November 5, 2022, Mr. Fulop and Mr. Stern met in person to discuss the principal terms and conditions of a possible transaction proposed by Nano, pursuant to which Nano or one of its affiliates would acquire Desktop Metal.

On November 9, 2022, Mr. Fulop met telephonically with Mr. Stern to continue discussions with respect to a potential combination of Nano and Desktop Metal, including discussing, among other things, the companies’ respective businesses, the potential benefits and opportunities that could result from a potential combination, and related considerations.

On November 17, 2022, Mr. Fulop and representatives of Stifel met in person with Mr. Stern to continue discussions of a potential combination of Nano and Desktop Metal. The parties also discussed the terms of a mutual confidentiality agreement between Desktop Metal and Nano to facilitate due diligence between the two companies.

On November 17, 2022, Desktop Metal and Nano entered into a mutual Confidential Disclosure Agreement, which included, among other things, a standstill provision.

On November 27, 2022, the Board received a letter from Nano containing a proposal pursuant to which Nano would enter into a business combination transaction with Desktop Metal (the “First Nano Offer”). The First Nano Offer contemplated that Nano would form a new Delaware entity, which would acquire each of Nano and Desktop Metal, with Nano shareholders and Desktop Metal stockholders owning 71% and 29%, respectively, of the combined company after giving effect to the transaction. The First Nano Offer also contemplated that Nano would make a cash payment of $150.0 million (or approximately $3.70 per share) to Desktop Metal stockholders upon the closing of the transaction. The closing price for Desktop Metal’s stock on this date was $20.10 per share. The First Nano Offer valued Nano’s ordinary shares significantly above the trading price of Nano’s shares at the time of the First Nano Offer.

On the same date, Mr. Fulop and Mr. Jason Cole, the Chief Financial Officer of Desktop Metal, met with Mr. Stern and representatives of the Nano team at the headquarters of Nano to discuss the First Nano Offer and continue exploring options related to a potential transaction between the two parties.

On December 2, 2022, the Board met, together with members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham & Watkins LLP (“Latham”), Desktop Metal’s legal advisor, to discuss the First Nano Offer. At this meeting, representatives of Latham provided an overview of the Board’s fiduciary duties in connection with its evaluation of a potential transaction with Nano. Following consultation with its financial and legal advisors, the Board determined that the First Nano Offer substantially undervalued Desktop Metal in light of its standalone prospects and was not in the best interests of Desktop Metal and its stockholders. Accordingly, the Board unanimously rejected the First Nano Offer but unanimously expressed support for allowing members of Desktop Metal’s management team to continue to explore potential business combinations that would enhance the competitive position, growth prospects, and long-term strategy of Desktop Metal.

On December 12, 2022, Mr. Fulop and representatives of Stifel met in person with Mr. Stern and other members of Nano’s management team in Burlington, Massachusetts to continue discussions of a potential combination of Nano and Desktop Metal.

On December 16, 2022, Mr. Fulop corresponded with Mr. Hanan Gino, the then Chief Product Officer and Head of Strategic M&A of Nano, to further discuss a potential combination of Nano and Desktop Metal.

On December 21, 2022, the Board received a letter from Nano containing a revised proposal for a transaction (the “Second Nano Offer”). The Second Nano Offer contemplated that Nano would form a new Delaware entity, which would acquire each of Nano and Desktop Metal, with Nano shareholders and Desktop Metal stockholders owning 72% and 28%, respectively, of the combined company after giving effect to the transaction. The Second Nano Offer also contemplated that Nano would make a cash payment of $225.0 million (or approximately $5.50 per share) to Desktop Metal stockholders upon the closing of the transaction. Following consultation with its financial and legal advisors, Desktop Metal determined that the Second Nano Offer continued to substantially undervalue Desktop Metal because the Second Nano Offer proposed that Desktop Metal value the Nano ordinary shares significantly above the price such shares were

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trading at the time of the Second Nano Offer. The Board further determined that, in light of Desktop Metal’s standalone prospects, the Second Nano Offer was not in the best interests of Desktop Metal and its stockholders. Accordingly, the Board unanimously rejected the Second Nano Offer but again expressed support for allowing members of Desktop Metal’s management team to continue discuss a potential business combination with Nano.

On December 23, 2022, Mr. Stern and certain representatives of Nano’s financial advisor contacted Mr. Fulop to discuss the Second Nano Offer and the Board’s rationale for rejecting the Second Nano Offer.

On January 23, 2023, the Board received a letter from Nano containing a revised proposal for a transaction (the “Third Nano Offer”). The Third Nano Offer contemplated that Nano would form a new Delaware entity, which would acquire each of Nano and Desktop Metal, with Nano shareholders and Desktop Metal stockholders owning 70% and 30%, respectively, of the combined company after giving effect to the transaction. The Third Nano Offer also contemplated that Nano would make a cash payment of $250.0 million (or approximately $6.10 per share) to Desktop Metal stockholders upon the closing of the transaction. The Third Nano Offer still proposed that Desktop Metal value the Nano ordinary shares significantly above the price at which those shares were trading at the time of the Third Nano Offer.

On February 2, 2023, Mr. Fulop held multiple calls with representatives of Nano to discuss, among other things, the Third Nano Offer, including the aggregate consideration and the valuation of Nano ordinary shares.

On February 3, 2023, management of Desktop Metal, including Mr. Fulop, met with representatives of Stifel to discuss the Third Nano Offer, including a potential counteroffer to the Third Nano Offer based on discussions between Mr. Fulop and Mr. Stern. Following that discussion, representatives of Stifel sent Greenhill & Co. Inc., Nano’s financial advisor, a revised proposal for a transaction between Desktop Metal and Nano (the “First DM Offer”). The First DM Offer contemplated that Nano would acquire Desktop Metal, with Desktop Metal stockholders receiving upon the closing of the transaction approximately $860 million in cash and 51.4 million ordinary shares of Nano, resulting in Nano shareholders and Desktop Metal stockholders owning 85% and 15%, respectively, of Nano after giving effect to the transaction. Pursuant to the First DM Offer, each of Nano and Desktop Metal would be entitled to designate an equal number of nominees to the board of directors of Nano and Mr. Fulop would serve as the Chief Executive Officer of Nano.

Prior to February 8, 2023, Mr. Fulop and Mr. Stern discussed the Third Nano Offer and the First DM Offer. Mr. Fulop indicated to Mr. Stern that the Third Nano Offer continued to substantially undervalue Desktop Metal in light of Desktop Metal’s standalone prospects and was not in the best interests of Desktop Metal and its stockholders. Mr. Stern advised Mr. Fulop that the First DM Offer was not acceptable.

On May 18, 2023, Dr. Zeif from Stratasys and Mr. Fulop met in person to continue to discuss potential collaborations between Stratasys and Desktop Metal, and also discussed a potential business combination transaction. Such discussions about a potential combination between Desktop Metal and Stratasys continued periodically until May 25, 2023.

On May 21, 2023, Mr. Fulop and Mr. Stern engaged in various discussions on whether to structure a potential transaction as an all-cash or all-stock transaction and whether to form any subsidiary of Nano required in order to effect such potential transaction as an entity organized under Delaware law or under Israeli law.

On May 25, 2023, Desktop Metal entered into a merger agreement (the “Stratasys Merger Agreement”) with Stratasys and Tetris Sub Inc., a wholly owned subsidiary of Stratasys, which provided for the merger (the “Stratasys Merger”) of Tetris Sub Inc. with and into Desktop Metal, with Desktop Metal surviving as a wholly-owned subsidiary of Stratasys. Leading up to the execution of the Stratasys Merger Agreement, Desktop Metal held exploratory discussions with six additional parties about potential combinations. However, the Board determined that the Stratasys Merger Agreement represented Desktop Metal’s best option and that entering into the Stratasys Merger Agreement was in the best interests of Desktop Metal and its stockholders. The Board evaluated a variety of factors in its determination including Desktop Metal’s expectations that the potential combination would result in a broad product portfolio and the resulting increase of size, scale and financial strength would result in one of the largest companies in the additive

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manufacturing industry and that the potential combination would bring together complementary products, technologies and technical teams. If the transactions contemplated by the Stratasys Merger Agreement had been completed, it was expected that Desktop Metal stockholders would own approximately 41% of the issued and outstanding shares of the combined company, and Stratasys shareholders would own approximately 59% of the issued and outstanding shares of the combined company. Later that day, Desktop Metal and Stratasys issued a joint press release announcing the execution of the Stratasys Merger Agreement.

Later on May 25, 2023, Nano commenced an unsolicited partial tender offer to purchase up to 27,925,689 Stratasys ordinary shares not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, would have represented between 53% and 55% of the outstanding Stratasys ordinary shares upon consummation of the tender offer, for $18.00 per share in cash, less any required withholding taxes and without interest (the “Nano Tender Offer”).

On May 30, 2023, Stratasys filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 in which Stratasys disclosed that the Stratasys board of directors had determined that the Nano Tender Offer was inadequate and not in the best interests of Stratasys and its shareholders.

From June 27, 2023 through July 18, 2023, Nano increased the consideration and extended the expiration date of the Nano Tender Offer several times. Each time, Stratasys issued a press release announcing the Stratasys board of directors’ recommended that Stratasys shareholders reject the Nano Tender Offer, not tender any of their Stratasys ordinary shares to Nano pursuant to the Nano Tender Offer and deliver a Notice of Objection against the Nano Tender Offer.

On July 31, 2023, at 11:59 p.m. New York Time, the Nano Tender Offer expired and no Stratasys ordinary shares were purchased by Nano in the Nano Tender Offer.

On September 28, 2023, at a special meeting of Desktop Metal stockholders held to consider and vote upon a proposal to adopt the Stratasys Merger Agreement, Desktop Metal’s stockholders approved the Stratasys Merger Agreement. At the extraordinary general meeting of Stratasys stockholders held on the same day, however, Stratasys’ shareholders did not approve the proposals related to the Stratasys Merger Agreement. Consequently, the Stratasys Merger Agreement was terminated and Desktop Metal was reimbursed for its transaction expenses as set forth in the Stratasys Merger Agreement.

On September 29, 2023, Mr. Fulop and Mr. Stern restarted discussions of a potential combination of Nano and Desktop Metal. These discussions focused on the structure of the consideration to be provided in connection with any such transaction and the preferred jurisdiction of organization of any subsidiary of Nano required to effect such transaction.

On October 19, 2023, Mr. Fulop and Mr. Stern resumed negotiating a potential transaction between Desktop Metal and Nano and explored the potential of starting each company’s own due diligence on a potential business combination between Desktop Metal and Nano.

On October 22, 2023, Nano delivered an indicative non-binding offer to acquire Desktop Metal for $400 million, less any indebtedness and debt-like items (the “Fourth Nano Offer”). The Fourth Nano Offer reflected a per share purchase price of $11.20 based on the number of shares of Desktop Metal’s Class A Common Stock outstanding at the time of the Fourth Nano Offer on a fully diluted basis. This price represented an approximately 11% premium at the time of the Fourth Nano Offer and a negative premium to the historical one- and three-month value of shares of Desktop Metal’s Class A Common Stock. Importantly, Nano expressed a targeted year-end cash amount on hand at Desktop Metal and noted that if the year-end cash on hand at Desktop Metal were to be less than its estimate, the value of the Fourth Nano Offer would decrease. Desktop Metal’s stock was trading at a stock price of $10.04 per share at the time this offer was made.

On October 24, 2023, the Board met to discuss the Fourth Nano Offer with representatives from Latham and Stifel in attendance. Representatives from Stifel provided an analysis of the Fourth Nano Offer including framing the proposals in the context of Desktop Metal’s current trading profile, the current trading multiples of comparable companies in the industry, as well as other potential alternatives to the

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Fourth Nano Offer. Following consultation with its financial and legal advisors, the Board determined that the Fourth Nano Offer substantially undervalued Desktop Metal in light of its standalone prospects and was not in the best interests of Desktop Metal and its stockholders. Accordingly, the Board unanimously rejected the Fourth Nano Offer but authorized representatives of Desktop Metal to continue discussions with Nano on a potential business combination.

On October 27, 2023, Mr. Stern sent a letter to Mr. Fulop indicating that the consideration in the Fourth Nano Offer would be paid 49.9% in cash and the remainder in stock. Subsequent to the letter, Mr. Stern informed Mr. Fulop that the price per share that Nano used to calculate the Fourth Nano Offer would be higher than Nano’s prevailing stock price, as Nano was trading at a value less than its cash on hand.

On November 4, 2023, Nano delivered an indicative non-binding offer to acquire Desktop Metal for $400 million in cash, less any indebtedness and debt-like items, plus 10% of Nano’s outstanding ordinary shares, in the form of warrants, plus proposed grants of restricted share units to management of Desktop Metal (the “Fifth Nano Offer”). The Fifth Nano Offer contemplated that Mr. Fulop would join the Nano board of directors at closing.

On November 6, 2023, Mr. Fulop received another letter from Mr. Stern with the terms of the Fifth Nano Offer slightly revised, which allowed for the 10% of Nano’s outstanding shares to be in the form of stock or warrants and for the value of such instruments to be determined in good faith at a future date. All other terms of the Fifth Nano Offer remained the same.

On November 14, 2023, Mr. Fulop, Mr. Cole and Mr. Thomas Nogueira, the Chief Operating Officer of Desktop Metal, hosted Mr. Stern, Mr. Tomer Pinchas, the Chief Operations Officer and Chief Finance Officer of Nano, and Mr. Zivi Nedivi, the President of Nano, for an onsite visit at the Burlington, Massachusetts headquarters of Desktop Metal that took place on November 14, 2023 and November 15, 2023. During the onsite visit, Mr. Fulop, Mr. Cole and Mr. Nogueira provided Mr. Stern, Mr. Pinchas, and Mr. Nedivi a presentation on Desktop Metal’s management, gave a tour of Desktop Metal’s headquarters, and provided an overview of Desktop Metal’s products, sales, business development, marketplace and competition. On November 15, 2023, Mr. Fulop, Mr. Cole, and Mr. Nogueira provided an additional overview of Desktop Metal’s research and development, sales, business development, and operations to Mr. Stern, Mr. Pinchas, and Mr. Nedivi.

On November 20, 2023, Mr. Fulop met Mr. Julien Lederman, the Vice President of Corporate Development at Nano, to discuss due diligence efforts and Desktop Metal’s sales and marketing strategy.

On December 7, 2023, Nano indicated it would not honor the Fifth Nano Offer and introduced a new framework whereby the price to be paid by Nano would be determined based on Desktop Metal’s cash balance at the end of 2023 and actual revenue for 2023, with a table that indicated several potential outcomes from $10.07 per share to $8.30 per share, although the price could be lower than $8.30 (the “Sixth Nano Offer”). The Sixth Nano Offer also proposed that Desktop Metal enter into exclusive negotiations with Nano. At the time of the Sixth Nano Offer, Desktop Metal’s stock traded at a price of $8.05.

At the time of the Fifth Nano Offer and the Sixth Nano Offer, Desktop Metal continued discussing potential business combinations with other strategic partners, but no offers were officially made by either party during such discussions.

On December 8, 2023, the Board held a meeting, together with members of Desktop Metal’s management team and its advisors, including representatives of Latham, to discuss operational results from the prior quarter and a potential transaction with Nano, including the Fifth Nano Offer. For a portion of the meeting, Mr. Stern joined the call to discuss the terms of a potential business combination between Nano and Desktop Metal with the Board. Following consultation with its financial and legal advisors, the Board determined that the Fifth Nano Offer presented too much uncertainty with a formula-driven consideration, likely was undervaluing Desktop Metal in light of its standalone prospects and was not in the best interests of Desktop Metal and its stockholders. Accordingly, the Board unanimously rejected the Fifth Nano Offer but unanimously supported members of Desktop Metal’s management team continuing to discuss a potential business combination with Nano.

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The transaction continued to be negotiated among each company’s principals and financial advisors until Desktop Metal terminated discussions on December 13, 2023 because the parties could not reach agreement on terms.

On January 11, 2024, Mr. Stern contacted Mr. Fulop to reopen discussions.

On January 12, 2024, Mr. Fulop and Mr. Stern spoke telephonically and agreed that Nano would consider proposing a structure with a purchase price that represented a premium to the value of shares of Desktop Metal’s Class A Common Stock.

On February 3, 2024, Mr. Stern, Mr. Nedivi, Mr. Fulop and Farhad “Fred” Ebrahimi, the largest holder of Desktop Metal’s Class A Common Stock, attended a dinner to discuss potential industry challenges.

On February 19, 2024, Nano delivered an indicative non-binding offer to acquire Desktop Metal for $10.50 in cash per share of Desktop Metal Class A Common Stock (the “Seventh Nano Offer”).

On February 25, 2024, the Board had a meeting to discuss the Seventh Nano Offer.

On February 26, 2024, Nano delivered a revised indicative non-binding offer reaffirming the terms of the Seventh Nano Offer to acquire Desktop Metal for $10.50 in cash per share of Desktop Metal Class A Common Stock, which represented a 59% premium to the then-trading price of Desktop Metal (the “Updated Seventh Nano Offer”). Both parties executed the Updated Seventh Nano Offer.

On February 29, 2024, the Desktop Metal and Nano management teams met to commence due diligence with respect to each other’s business, financial condition and prospects. On the same day, the management teams of Desktop Metal and Nano agreed to have biweekly calls to review the status of ongoing diligence.

On March 4, 2024, the Desktop Metal and Nano management teams met to commence negotiations.

During the remainder of March 2024, Desktop Metal had a variety of due diligence meetings with Nano covering all of the operating aspects of Desktop Metal’s and Nano’s businesses, including on topics such as go-to-market strategies, sales, intellectual property, technology, legal, operations, marketing and finance.

On March 8, 2024, Desktop Metal delivered a letter to Nano clarifying certain matters and providing additional terms to be considered in connection with the Updated Seventh Nano Offer, including (i) that Nano would form a Delaware subsidiary that would merge with and into Desktop Metal, with Desktop Metal as the surviving corporation and a wholly owned subsidiary of Nano, (ii) each share of Desktop Metal’s Class A Common Stock would be cancelled in the merger and converted into the right to receive $10.50 per share in cash from Nano, (iii) vested Desktop Metal equity awards would be cashed out and unvested Desktop Metal equity awards would be assumed by Nano, and (iv) the merger agreement would contain a no-shop provision prohibiting Desktop Metal from engaging in discussions and negotiations with respect to unsolicited bids and would permit Desktop Metal or Nano to terminate the merger agreement if Desktop Metal’s board of directors changed its board recommendation with respect to the merger as a result of an unsolicited superior bid from a third-party or an intervening event, subject to a termination fee and a reverse termination fee in the case of a failure to obtain regulatory approval.

On March 9, 2024, Mr. Stern told Mr. Fulop he was ceasing all discussions about the potential business combination between the parties and instructed Nano’s advisors to cease work on the transaction based on Desktop Metal’s letter delivered to Nano on March 8, 2024, pending receipt of additional diligence materials.

On March 11, 2024, the parties decided to reengage in discussions regarding a business combination.

On March 13, 18, 21, and 25, 2024 representatives of Desktop Metal and Nano met to commence diligence on intellectual property, human resources, sales, operations, engineering and product and research development operations.

On March 14, 2024, the Board had a meeting to receive an update on the potential transaction between Desktop Metal and Nano.

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On March 25, 2024, while due diligence review continued between Desktop Metal and Nano, Mr. Fulop met with Mr. Nedivi to further discuss transaction issues.

On March 26, 2024, the Nano team continued its due diligence review of Desktop Metal’s sales and met with Desktop Metal’s marketing and facilities teams to commence due diligence review on Desktop Metal’s marketing operations and facilities.

On March 27, 2024, the Nano and Desktop Metal management teams met over dinner and discussed the potential business combination between Desktop Metal and Nano.

On April 1, 2024, as Desktop Metal’s stock price continued increasing, Mr. Stern delivered a non-binding letter that revised the Updated Seventh Nano Offer’s purchase price formula to introduce Nano ordinary shares as part of the transaction consideration (the “Eighth Nano Offer”) The Eighth Nano Offer proposed offering a combination of Nano ordinary shares plus cash to total $10.50 per share of Desktop Metal Class A Common Stock, with Nano’s ordinary share price being valued at $3.00 per share or its value at the day of signing, with the value at the day of signing having a collar of +/- 5%. The Eighth Nano Offer stated that if Desktop Metal stockholders requested more than 43,500,000 Nano ordinary shares (which equaled 19.9% of Nano’s 219,000,000 outstanding ordinary shares) as purchase price consideration, then the shares would be prorated accordingly. The Eighth Nano Offer also stated that if Desktop Metal stockholders requested less than 43,500,000 shares (which equaled 19.9% of Nano’s 219,000,000 outstanding ordinary shares) as part of the purchase price consideration, then each request would be fulfilled and the remainder of the purchase price consideration not comprised of Nano ordinary shares would be paid in cash. The Eighth Nano Offer also stipulated that if any Desktop Metal stockholder would receive over 4.9% of Nano’s fully diluted ordinary shares, such stockholder would receive shares in excess of 4.9% only if such stockholder supplied Nano’s board of directors with a proxy to vote on all proposals to Nano shareholders for 36 months.

On April 3, 2024, the Board had a meeting, together with the members of Desktop Metal’s management team and its advisors, including representatives of Latham, to discuss the Reverse Stock Split and receive an update on ongoing negotiations with Nano.

On April 4, 2024, Nano employees commenced due diligence review of Desktop Metal’s tax information with Desktop Metal’s tax team.

As due diligence continued, on April 4, 2024, Mr. Fulop and Mr. Cole met with Mr. Stern and Mr. Pinchas to discuss financial models related to the structure and purchase price of the potential business combination between Desktop Metal and Nano.

On April 13, 2024, Mr. Fulop met with Mr. Pinchas and Mr. Nedivi to have follow-up discussions related to the potential business combination between Desktop Metal and Nano.

On April 15, 2024, Greenberg Traurig LLP, Nano’s legal advisors, delivered an initial draft of the Merger Agreement to Latham.

On April 16 through April 23, 2024, as the legal advisors for Desktop Metal and Nano reviewed the initial draft of the Merger Agreement, representatives of the Nano team and the Desktop Metal team continued general transaction discussions and conducted diligence on information technology, cyber security, real estate and environmental matters.

On April 25, 2024, the Nano team met with the Desktop Metal team to follow up on their respective legal advisors’ ongoing due diligence.

On April 26, 2024, the Board had a meeting, together with the members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham, to hear an update on the transaction between Desktop Metal and Nano, which meeting took place after the Board reviewed a draft of the Merger Agreement received that day, which draft included an adjustment to the purchase price based on the amount of cash held by Desktop Metal at closing. Following consultation with its financial and legal advisors, the Board determined that the Nano offer reflected by the draft of the Merger Agreement received that day continued to substantially undervalue Desktop Metal in light of its standalone prospects and was not in the best interests of Desktop Metal and its stockholders. Accordingly, the Board unanimously rejected this

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most recent offer from Nano to acquire Desktop Metal but unanimously supported members of Desktop Metal’s management team continuing to discuss a potential business combination with Nano.

On April 27, 2024, Mr. Stern communicated that he was no longer willing to pay $10.50 per share of Desktop Metal Class A Common Stock if the purchase price did not include potential adjustments for various factors. This communication led to the parties ceasing all discussions because they were no longer in agreement on a purchase price. The parties agreed to reconvene for potential discussion after the first quarter financial information for Desktop Metal was reported.

Between April 27, 2024 and May 12, 2024, Desktop Metal continued discussing potential business combinations with other strategic partners, but no offers were officially made by either party during such discussions.

On May 12, 2024, Mr. Stern, Mr. Pinchas and Mr. Nedivi reached out to Mr. Fulop and Mr. Cole to explore restarting discussions surrounding a potential business combination between Desktop Metal and Nano.

On May 15, 2024, as Mr. Fulop and Mr. Cole continued exploring restarting discussions regarding the transaction with Mr. Stern, Mr. Pinchas and Mr. Nedivi, Mr. Stern sent Mr. Fulop a framework of a transaction whereby Nano would pay Desktop Metal $10.50 per share if Desktop Metal held $65,000,000 in cash at closing. Additionally, for every $2.5 million less than $65 million in cash at the closing of the transaction, the purchase price would be adjusted down by $0.10. Mr. Stern’s offer also stated that Desktop Metal’s restricted stock units would not be accelerated but would be replaced in accordance with Nano’s option plan in terms of structure and vesting (the “Ninth Nano Offer”).

On May 23, 2024, the Desktop Metal and Nano teams met with each other to restart due diligence on the other company’s operations on numerous topics covering information technology, intellectual property, human resources, corporate operations, litigation and compliance matters, and real estate operations and matters. This continued into May 24, 2024.

On May 24, 2024, after discussions between the parties restarted, discussions were held between representatives of the Nano and Desktop Metal teams regarding the consideration to be paid by Nano in the transaction, specifically with respect to adding an adjustment to the purchase price in the deal based on the amount of cash held by Desktop Metal at closing. The parties discussed that the sale of the Flexcera business by Desktop Metal prior to closing would be permitted, as the sale would place Desktop Metal in its best position to achieve a cash balance of $65 million.

On May 27, 2024, the Desktop Metal team and the Nano team met for post-Merger integration discussions.

On May 30, 2024, the Board, together with members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham, held a special board meeting to discuss the ongoing negotiations with Nano and the Ninth Nano Offer. The Ninth Nano Offer proposed a purchase price that included $10.50 in cash per share of Desktop Metal Class A Common Stock, with a $0.10 per share purchase price deduction for every incremental shortfall of $2.5 million from the $65 million in cash expected to be held by Desktop Metal at the closing of the transaction. During the special meeting, representatives of Latham provided an overview of the Board’s fiduciary duties in connection with its evaluation of the Ninth Nano Offer. Additionally, representatives from Stifel provided an overview of the transaction and an analysis of the Ninth Nano Offer, including framing the proposal in the context of Desktop Metal’s current trading profile and the current trading multiples of comparable companies in the industry. The Board’s directive to Desktop Metal management following the meeting was to continue negotiating the Ninth Nano Offer and to execute a merger agreement based on such terms.

On May 31, 2024, the Desktop Metal team and the Nano team met, together with their legal and financial advisors, regarding an update on the potential business combination between Desktop Metal and Nano and to discuss open issues remaining in the draft of the Merger Agreement, including (i) whether indebtedness, transaction expenses and other liabilities at closing would result in a negative adjustment to the purchase price, (ii) the treatment of equity awards, (iii) interim operating covenants, (iv) whether there would be a minimum cash closing condition and (v) termination fees.

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On June 2, 2024, Mr. Fulop and Mr. Stern met. Later that day, Mr. Fulop and Mr. Cole met with Mr. Nedivi. The meeting was later broadened to include Mr. Stern and Mr. Pinchas to provide an update on the progress of the transaction.

On June 7, 2024, the Board met with members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham. At this meeting, management and Desktop Metal’s advisers updated the Board with respect to the latest developments and negotiations between the parties, as well as management’s efforts to try to sell Desktop Metal’s Flexcera business.

On June 11, 2024, Latham delivered an initial draft of a voting agreement to be executed by certain stockholders of Desktop Metal (including certain members of the Board in their capacities as stockholders), pursuant to which such persons would agree to, among other things, vote in favor of the transaction. On the same day, the Desktop Metal team and the Nano team met to resolve various issues related to the principal transaction agreements. At the same time, Mr. Fulop and Mr. Cole met with Mr. Stern, Mr. Nedivi, and Mr. Pinchas to continue resolving such issues.

In early June of 2024, the Desktop Metal team met with members of the Nano team. At this meeting, Nano notified Desktop Metal that Nano would no longer permit Desktop Metal to sell the Flexcera business between the signing of the Merger Agreement and the closing of the Merger given the benefits of the Flexcera business to Desktop Metal’s business as a whole. Desktop Metal continued to pursue a potential disposition of the Flexcera business in parallel as an alternative to the Merger with Nano.

On June 14, 2024, the Desktop Metal team and the Nano team met telephonically to discuss business segment due diligence.

On June 17, 2024, the parties came to an impasse on key transaction terms such as the purchase price, the relevant purchase price adjustment mechanisms, the sale of the Flexcera business and the key covenants related to the Bridge Loan Facility. Mr. Fulop and Mr. Nedivi met later in the day to resolve any outstanding disputes and to carry the transaction forward.

On June 18, 2024, members of Nano’s legal advisors met with members of the Desktop Metal team and Latham to review Nano’s ongoing corporate diligence, intellectual property diligence and information technology diligence on Desktop Metal.

On June 20, 2024, Mr. Fulop and Mr. Cole met with Mr. Nedivi to discuss key covenants related to the Bridge Loan Facility. The three individuals met again on June 22, 2024 to continue their discussions on the Bridge Loan Facility and specific covenants impacting Desktop Metal.

From June 24, 2024 through June 26, 2024, Mr. Fulop held a number of meetings on the state of Desktop Metal’s business with Mr. Stern, Mr. Pinchas and Mr. Nedivi, and separately with the Board. On June 25, Mr. Fulop and Mr. Stern agreed to modify the transaction to provide for a price of $5.50 per share, subject to negative adjustments for transaction expenses and the amount of any funds drawn from the Bridge Loan Facility. While Mr. Fulop, Mr. Stern, Mr. Pinchas and Mr. Nedivi met, other members of the Desktop Metal team continued reviewing outstanding corporate and litigation diligence requests from Nano’s legal team on June 25, 2024.

On June 26, 2024, Nano started negotiating the severance letters of Desktop Metal executives.

On June 28, 2024, with most of the issues negotiated, Mr. Fulop, Ms. Meg Broderick, a legal advisor to Desktop Metal and its former Vice President and Genera Counsel, together with representatives of Stifel and others, met with Mr. Stern, Mr. Pinchas and Mr. Nedivi to resolve the outstanding business issues to execute the Merger Agreement.

On July 1, 2024, members of the Desktop Metal team and the Nano team met to discuss potential unwillingness of Desktop Metal executives to waive their rights under the Desktop Metal severance plan, which would be addressed by a $0.0325 decrement to the merger consideration.

On July 1, 2024, the Board met, together with members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham, to continue to discuss the proposed Merger with Nano. Representatives of Stifel presented a draft fairness opinion and explained the various assumptions and

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limitations used. Representatives of Latham provided an overview of the Board fiduciary duties in connection with its evaluation of the transaction with Nano and summarized the terms of the transaction with Nano.

On July 2, 2024, members of the Desktop Metal team and the Nano team met to discuss public relations matters pertaining to each party’s investors and public relations. At the same time, other members of the Desktop Metal team and the Nano team met to conduct a final review of the current status of the transaction and the structure and terms of the Merger Agreement.

On July 2, the Board met, together with members of Desktop Metal’s management team and its advisors, including representatives of Stifel and Latham, to continue to discuss the proposed Merger with Nano. Stifel delivered to the Board Stifel’s oral opinion, which was confirmed by delivery to the Board of a written opinion dated July 2, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in Stifel’s written opinion, the consideration to be received in the Merger by Desktop Metal stockholders was fair, from a financial point of view, to such holders. After such board meeting, pursuant to a unanimous written consent in lieu of a meeting, the Board: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of Desktop Metal and its stockholders and approved and declared advisable the Merger Agreement and the Merger; (b) directed that the Merger Agreement be submitted to the Desktop Metal stockholders for their adoption; (c) resolved to recommend that the Desktop Metal stockholders vote in favor of the adoption of the Merger Agreement at the Desktop Metal special meeting; and (d) approved the execution, delivery and performance by Desktop Metal of the Merger Agreement and the consummation of the transactions contemplated thereby.

On July 2, 2024, the Nano board met and following the Nano board meeting and the Desktop Metal Board meeting, Nano and Desktop Metal entered into the Merger Agreement.

On July 3, 2024, Nano and Desktop Metal issued a joint press release announcing the execution of the Merger Agreement. For additional information regarding the final terms of the Merger Agreement, see the section entitled “The Merger Agreement” and the copy of the Merger Agreement attached as Annex A to this proxy statement.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering various factors described in “— Reasons for the Merger,” unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote “FOR” the Merger Proposal and the transactions contemplated thereby.

Reasons for the Merger

At a meeting of the Board on July 2, 2024, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

In reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by Desktop Metal’s stockholders, the Board evaluated the Merger Agreement and the Merger with Desktop Metal’s management and Desktop Metal’s legal and financial advisors and

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carefully considered a number of factors, including the following material factors (which are not intended to be exhaustive or listed in any relative order of importance):

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the fact that the Per Share Merger Consideration (x) before adjustments represents (i) a premium of approximately 27.3% over the closing price of the Class A Common Stock on July 2, 2024, the last trading day before the merger was publicly announced, and (ii) a premium of 20.5% over the volume-weighted average price over the 30-day period ending on such date and (y) after giving effect adjustments based on forecasted Company Transaction Expenses, Desktop Metal’s expectation that it will not draw on the Bridge Loan Facility and Desktop Metal’s expectations regarding the Severance Letter Agreements, represents (i) a premium of approximately 17.1% over the closing price of the Class A Common Stock on July 2, 2024, the last trading day before the merger was publicly announced, and (ii) a premium of approximately 10.9% over the volume-weighted average price over the 30-day period ending on such date;

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the Board’s belief that the value offered to stockholders pursuant to the Merger is more favorable to Desktop Metal stockholders than the potential value from other alternatives reasonably available to Desktop Metal, including remaining an independent public company, after reviewing Desktop Metal’s business, financial condition, results of operations, market trends, competitive landscape and execution risks, and discussions with Desktop Metal’s management and advisors and considering:

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industrial additive manufacturing is undergoing a cyclical period driven by eleven (11) interest-rate hikes that have delayed broader adoption of capital equipment technology like industrial additive manufacturing. At this moment, none of the publicly traded additive manufacturing companies outside China are truly profitable or generating meaningful cash flow, and there is no single company at scale in the additive manufacturing market. Valuations for most publicly traded additive manufacturing companies have contracted as much as 95% since their all-time highs and few financing alternatives exist for many of these companies outside consolidation. Consolidation is widely seen as one of the few ways the additive manufacturing industry can reach scale faster and start to generate self-sustaining cashflow to reinvest in maintaining a competitive edge over time;

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the historical, current and prospective financial condition, results of operations and business of Desktop Metal and the execution risks and uncertainties associated with achieving Desktop Metal’s stand-alone plan, including Desktop Metal’s ability to attract and retain talent;

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the increasingly competitive nature of Desktop Metal’s industry; and

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the risks and uncertainties of continuing on a stand-alone basis as an independent public company;

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the fact that the Per Share Merger Consideration of $5.50 per share will be paid in cash, and provides immediate value and liquidity to Desktop Metal’s stockholders, enabling them to realize value for their interest in Desktop Metal while eliminating business and execution risk inherent in Desktop Metal’s business, including risks and uncertainties associated with achievement of the stand-alone plan;

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the fact that the Merger Agreement was the product of arms’ length negotiations and contained terms and conditions that are, in the Board’s view, advisable and favorable to Desktop Metal and its stockholders, as well as the Board’s belief, based on these negotiations, that these are the most favorable terms available to Desktop Metal and its stockholders on which Nano was willing to transact;

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the Board’s belief that Nano has access to the resources needed to complete the Merger, based on, among other factors, Nano’s cash balance;

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the oral opinion of Stifel rendered to the Board on July 2, 2024, subsequently confirmed by delivery of the Stifel Opinion to the Board, and attached to this proxy statement as Annex B, to the effect that, as of the date of the Stifel Opinion and subject to and based on the various assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Stifel Opinion, the Per Share Merger Consideration to be received in the Merger by the holders of Class A Common Stock was fair, from a financial point of view, to such holders.

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For additional information, see the section entitled “The Merger — Opinion of Desktop Metal’s Financial Advisor” and the full text of the Stifel Opinion attached as Annex B to this proxy statement;

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Desktop Metal’s belief that the restrictions imposed on Desktop Metal’s business and operations during the pendency of the Merger are reasonable and not unduly burdensome;

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the risks facing Desktop Metal and its industry, including the inherent costs, risks and uncertainties associated with continuing to operate independently as a public company;

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the likelihood of consummation of the Merger and the Board’s evaluation of the likely time period necessary to close the Merger;

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that the Desktop Metal stockholders will have the opportunity to vote on the Merger Proposal, the approval of which is a condition precedent to the closing of the Merger;

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the fact that Nano agreed to provide Desktop Metal with a multi-draw term loan credit facility in an aggregate principal amount not to exceed $20.0 million (the “Bridge Loan Facility”), which amount shall be available at Desktop Metal’s request at any time and from time to time after January 7, 2025, to provide Desktop Metal working capital and liquidity on an as-needed basis to bridge to the closing of the Merger; and

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the other terms and conditions of the Merger Agreement, including the following related factors:

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the customary nature of the representations, warranties and covenants of Desktop Metal in the Merger Agreement;

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the ability of the Board, subject to certain limitations, to respond to a bona fide written Acquisition Proposal received from a third party following the date of the Merger Agreement and prior to obtaining the stockholder approval if the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal constitutes or could reasonably be expected to lead to a superior proposal;

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the ability of the Board, subject to certain limitations, to withdraw or modify its recommendation that stockholders vote in favor of adoption of the Merger Agreement in connection with the receipt of a superior proposal or the occurrence of an intervening event, and to terminate the Merger Agreement to accept a superior proposal and enter into a definitive agreement with respect to such superior proposal, subject to payment to Nano of a termination fee;

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the conclusion of the Board that the termination fee and the circumstances in which such termination fee may be payable are reasonable in light of the benefit of the Merger and would not be a significant impediment to third parties interested in making an Acquisition Proposal;

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the fact that Nano has agreed to use its best efforts to obtain regulatory approvals, including, if necessary, through litigation or the sale, divestiture or disposition of assets to resolve, avoid or eliminate each and every impediment under any applicable competition and foreign investment law;

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Nano’s ability to pay the Merger Consideration in cash, without the requirement for third party debt financing;

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the fact that, pursuant to the Merger Agreement, Desktop Metal is entitled to specific performance and other equitable remedies to prevent breaches of the Merger Agreement and, under specified circumstances, may enforce Nano’s obligation to consummate the transactions, including the Merger, contemplated by the Merger Agreement;

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the fact that the End Date (as it may be extended) under the Merger Agreement allows for sufficient time to complete the Merger; and

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the availability of statutory appraisal rights to Desktop Metal stockholders who do not vote in favor of the adoption of the Merger Agreement and otherwise comply with all required procedures under the DGCL.

The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

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the restrictions in the Merger Agreement on our soliciting competing bids to acquire Desktop Metal following the date of the Merger Agreement;

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the restrictions in the Merger Agreement on Desktop Metal’s ability to terminate the Merger Agreement or change its recommendation in connection with the receipt of a superior proposal, including the fact that the Board must (i) provide five business days’ written notice to Nano of its intention to effect a change of board recommendation or terminate the Merger Agreement in order to provide Nano with an opportunity to match a superior proposal; and (ii) negotiate in good faith with Nano during such period, and the discouraging effect such restrictions may have on other potential bidders;

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the fact that, under certain circumstances in connection with the termination of the Merger Agreement (including if the Board changes its recommendation in light of a superior proposal or intervening event or if Desktop Metal terminates the Merger Agreement to accept a superior proposal), Desktop Metal will be required to pay Nano a termination fee of $7.875 million, and the potential effect of such termination fee to discourage other potential bidders from making an Acquisition Proposal for Desktop Metal;

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the fact that, if the Merger is completed, Desktop Metal stockholders would not have the opportunity to participate in the future performance of our assets, earnings growth and appreciation of the value of Class A Common Stock;

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the fact that the Per Share Merger Consideration is subject to downward adjustment pursuant to the terms of the Merger Agreement, and if all of the adjustments were to be fully realized, such that the minimum possible amount of consideration would be payable to the holders of Class A Common Stock, the Per Share Merger Consideration would be $4.07 per share;

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the significant costs involved in connection with entering into and completing the Merger and the substantial time and effort of management required to complete the Merger and related disruptions to the operation of our business;

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the risk that the conditions to the consummation of the Merger may not be satisfied and, as a result, the possibility that the Merger may not be completed in a timely manner or at all, even if the Merger Agreement is adopted by Desktop Metal’s stockholders;

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the potential negative effects if the Merger is not consummated, including:

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the trading price of the Class A Common Stock could be adversely affected;

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we will have incurred significant transaction and opportunity costs attempting to complete the Merger;

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we could lose customers, suppliers, business partners and employees, including key executives, sales and other personnel;

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our business may be subject to significant disruption and decline;

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the market’s perceptions of our prospects could be adversely affected; and

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our directors, officers and other employees will have expended considerable time and efforts to consummate the Merger;

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the fact that receipt of the all-cash Per Share Merger Consideration would be taxable to our stockholders that are treated as U.S. holders (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) for United States federal income tax purposes;

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the restrictions in the Merger Agreement on the conduct of our business prior to the consummation of the Merger, which may delay or prevent us from undertaking business or other opportunities that may arise prior to completion of the Merger;

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the currently pending litigation in Israel between Nano and certain of its shareholders regarding the validity of Nano’s current board composition, which, if decided in a manner adverse to Nano, could impact Nano’s ability to consummate the transactions contemplated by the Merger Agreement; and

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the fact that our executive officers and directors may have interests in the Merger that may be different from, or in addition to, those of Desktop Metal stockholders. See “— Interests of the Directors and Executive Officers of Desktop Metal in the Merger.”

After taking into account the factors set forth above, as well as others, the Board concluded that the potential benefits of the Merger to Desktop Metal’s stockholders outweighed the potentially negative factors associated with the Merger. Accordingly, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of, Desktop Metal and its stockholders and declared it advisable for Desktop Metal to enter into the Merger Agreement; (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger; and (iii) recommended that Desktop Metal’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The foregoing discussion summarizes the material factors considered by the Board. but is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of the Board applied his or her own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with Desktop Metal’s executive management and its financial advisors and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements.”

Opinion of Desktop Metal’s Financial Advisor

Desktop Metal engaged Stifel to act as financial advisor to Desktop Metal in connection with the Merger. As part of that engagement, the Board requested Stifel’s opinion, as investment bankers, as to the fairness, from a financial point of view and as of the date of such opinion, to holders of Class A Common Stock of the Per Share Merger Consideration to be received by such stockholders in the Merger pursuant to the Merger Agreement. At a meeting of the Board held on July 2, 2024, Stifel delivered to the Board its oral opinion, which opinion was confirmed by the written Stifel Opinion, that, as of the date of the Stifel Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Stifel Opinion, the Per Share Merger Consideration to be received by holders of Class A Common Stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, excluding any Dissenting Shares and any Class A Common Stock held in Desktop Metal’s treasury stock or held by a direct or indirect, wholly-owned subsidiary of Desktop Metal or by Nano or Merger Sub.

The full text of the Stifel Opinion is attached as Annex B to this proxy statement and is incorporated herein by reference. This summary of the Stifel Opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the Stifel Opinion. Desktop Metal stockholders are urged to read the Stifel Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stifel in connection with its opinion. The Stifel Opinion speaks only as of the date of the Stifel Opinion. The Stifel Opinion was for the information of, and was directed to, the Board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The Stifel Opinion addressed only the fairness, from a financial point of view, to the holders of Class A Common Stock of the Per Share Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement. It did not address the underlying business decision of Desktop Metal to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Board in connection with the Merger or any other matter, and it does not constitute a recommendation to any holder of Class A Common Stock or any stockholder of any other entity as to how to vote or otherwise act in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, affiliates’ or other agreement with respect to the Merger.

The Stifel Opinion was reviewed and approved by Stifel’s Fairness Opinion Committee. In rendering its opinion, Stifel, among other things:

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•

discussed the Merger and related matters with Desktop Metal and Desktop Metal’s counsel and reviewed a draft dated July 1, 2024 of the Merger Agreement;

•

reviewed the audited consolidated financial statements of Desktop Metal contained in its Annual Report on Form 10-K for the three years ended December 31, 2023 and unaudited consolidated financial statements of Desktop Metal contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024;

•

reviewed and discussed with Desktop Metal’s management certain other publicly available information concerning Desktop Metal and Nano;

•

reviewed certain non-publicly available information concerning Desktop Metal, including internal financial analyses and forecasts prepared by and provided to Stifel by Desktop Metal’s management (collectively, the “Company Projections”) and utilized per instruction of Desktop Metal, and held discussions with Desktop Metal’s senior management regarding recent developments;

•

reviewed and analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that Stifel considered relevant to its analysis;

•

reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that Stifel deemed relevant to its analysis;

•

participated in certain discussions and negotiations between representatives of Desktop Metal and Nano;

•

reviewed the reported prices and trading activity of the Class A Common Stock;

•

conducted such other financial studies, analyses and investigations and considered such other information as Stifel deemed necessary or appropriate for purposes of its opinion; and

•

took into account Stifel’s assessment of general economic, market and financial conditions and Stifel’s experience in other transactions, as well as Stifel’s experience in securities valuations and its knowledge of Desktop Metal’s industry generally.

In rendering the Stifel Opinion, Stifel relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel by or on behalf of Desktop Metal, or that was otherwise reviewed by Stifel, and Stifel has not assumed any responsibility for independently verifying any of such information. With respect to the financial forecasts and projections supplied to Stifel or otherwise approved by Desktop Metal (including, without limitation, the Company Projections), Stifel assumed, at the direction of Desktop Metal, that such financial forecasts and projections were reasonably prepared on the basis reflecting the best currently available estimates and judgments of the management of Desktop Metal as to the future operating and financial performance of Desktop Metal and that they provided a reasonable basis upon which Stifel could form its opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such forecasted or projected financial information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. Stifel has relied on this forecasted and projected information without independent verification or analyses and does not in any respect assume any responsibility for the accuracy or completeness thereof. Stifel expressed no opinion as to any such forecasted or projected information or the assumptions on which they were made.

Stifel also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Desktop Metal since the date of the last financial statements made available to Stifel. Desktop Metal informed Stifel, and Stifel assumed, at the direction of Desktop Metal, that no amounts will be borrowed under the Bridge Loan Facility, that the Closing Company Transaction Expenses will be no more than $11 million, that no reductions will be made to the Per Share Merger Consideration for any failures of certain executives of the Company to deliver executed Severance Letter Agreements prior to the Closing (except as may be reflected in the amount of Company Transaction Expenses as directed by Desktop Metal), that no other adjustments will be made to the Per Share Merger Consideration, and that accordingly the Per Share Merger Consideration will be no less than $5.06, without

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further adjustment. Stifel did not make or obtain any independent evaluation, appraisal or physical inspection of Desktop Metal’s assets or liabilities, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor has Stifel been furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel assumes no responsibility for their accuracy.

Stifel assumed, with Desktop Metal’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Merger will be satisfied and not waived. In addition, Stifel assumed that the definitive Merger Agreement will not differ materially from the draft Stifel reviewed. Stifel also assumed that the Merger will be consummated substantially on the terms and conditions described in the Merger Agreement and as further described to Stifel by management of Desktop Metal, without any waiver of material terms or conditions by Desktop Metal or any other party and without any adjustment to the Per Share Merger Consideration that would reduce the Per Share Merger Consideration to less than $5.06, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the Merger will not have an adverse effect on Desktop Metal or the Merger. Stifel assumed that the Merger will be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended (“Securities Act”), the Exchange Act and all other applicable foreign, federal and state statutes, rules and regulations. Stifel further assumed that Desktop Metal had relied upon the advice of its counsel, independent accountants and other advisors (other than Stifel) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Desktop Metal, the Merger and the Merger Agreement.

The Stifel Opinion is limited to whether the Per Share Merger Consideration is fair to the holders of Class A Common Stock, from a financial point of view, as of the date thereof, and does not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, any consequences of the Merger on Desktop Metal, its stockholders, creditors or otherwise, or any terms, aspects or implications of any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger or otherwise. The Stifel Opinion also does not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by the Board or Desktop Metal; (ii) the legal, tax or accounting consequences of the Merger on Desktop Metal or the holders of Class A Common Stock; (iii) the fairness of the amount or nature of any compensation to any of Desktop Metal’s officers, directors or employees, or class of such persons, relative to the compensation to the holders of Desktop Metal’s securities or otherwise; or (iv) the effect of the Merger on, or the fairness of the consideration to be received by, holders of any class of securities of Desktop Metal other than the Class A Common Stock, or any class of securities of any other party to any transaction contemplated by the Merger Agreement. Furthermore, Stifel did not express any opinion herein as to the prices, trading range or volume at which Desktop Metal’s securities will trade following public announcement or consummation of the Merger or at any other time.

The Stifel Opinion is necessarily based on economic, market, financial and other conditions as they exist on, and on the information made available to Stifel by or on behalf of Desktop Metal or its advisors, or information otherwise reviewed by Stifel, as of the date of the Stifel Opinion. It is understood that subsequent developments may affect the conclusion reached in the Stifel Opinion and that Stifel does not have any obligation to update, revise or reaffirm the Stifel Opinion. The Stifel Opinion was for the information of, and directed to, the Board, in its capacity as such, for its information and assistance in connection with its consideration of the financial terms of the Merger. The Stifel Opinion does not constitute a recommendation to the Board as to how the Board should vote on or otherwise act with respect to the Merger or any other matter or to any shareholder of Desktop Metal as to how any such shareholder should act with respect to the Merger or any other matter, including without limitation how to vote at any shareholders’ meeting at which the Merger is considered, or whether or not any shareholder of Desktop Metal should enter into a voting, shareholders’, or affiliates’ agreement with respect to the Merger, or exercise any dissenters’ or appraisal rights that may be available to such shareholder. In addition, the Stifel Opinion does not compare the relative merits of the Merger with any other alternative transactions or business strategies which may have been available to Desktop Metal and does not address the underlying business decision of the Board or Desktop Metal to proceed with or effect the Merger.

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Stifel is not a legal, tax, regulatory or bankruptcy advisor. Stifel did not consider any potential legislative or regulatory changes currently being considered or recently enacted by the United States Congress, the various federal banking agencies, the SEC, or any other regulatory bodies, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC or the Financial Accounting Standards Board, or any changes in regulatory accounting principles that may be adopted by any or all of the federal banking agencies. The Stifel Opinion is not a solvency opinion and does not in any way address the solvency or financial condition of Desktop Metal or any other person either before or after the Merger.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Stifel in arriving at its opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses Stifel employed in reaching its conclusions. None of the analyses performed by Stifel were assigned a greater significance by Stifel than any other, nor does the order of analyses described represent the relative importance or weight given to those analyses by Stifel. Some of the summaries of the financial analyses performed by Stifel include information presented in tabular format. In order to understand the financial analyses performed by Stifel more fully, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of Stifel’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel. The summary data set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Stifel with respect to any of the analyses performed by it in connection with its opinion. Rather, Stifel made its determination as to the fairness, from a financial point of view, to the holders of Class A Common Stock of the Per Share Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data presented and the corresponding ranges of values for Desktop Metal should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the following pages, including the assumptions underlying these analyses.

Except as otherwise noted, the information utilized by Stifel in its analyses, to the extent that it was based on market data, is based on market data as it existed on or before July 2, 2024 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

Selected Public Companies Analysis

Stifel reviewed and compared specific financial and operating data relating to Desktop Metal with that of selected publicly-traded companies in the additive manufacturing segment that Stifel deemed to be relevant to Desktop Metal based on their industry, business model, revenue growth rates and profitability margins. The selected public companies were:

•

Kornit Digital Ltd.

•

3D Systems Corporation

•

Velo3D, Inc.

•

Markforged Holding Corporation

•

Prodways Group SA

•

Stratasys Ltd.

Stifel calculated and compared financial multiples for the selected public companies of enterprise value, which is referred to as EV, which Stifel defined as fully-diluted equity value using the treasury stock method, plus debt, less cash and cash equivalents, to actual revenue for the last twelve months (“LTM”) and estimated revenue for each of calendar years 2024 and 2025. Financial data for the selected public companies

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were based on publicly available data obtained from SEC filings, Wall Street research analyst consensus estimates and other data sources and closing prices, as of July 1, 2024, the last trading day prior to the delivery of the Stifel Opinion.

The results of this selected public companies analysis are summarized below:

Multiple:

1st Quartile

Median

Mean

3rd Quartile

EV/LTM (6/30/24) Revenue

0.7x

0.8x

0.9x

EV/CY 2024E Revenue

0.7x

0.8x

0.7x

0.8x

EV/CY 2025E Revenue

0.6x

0.7x

0.8x

Stifel applied the ranges of the first and third quartile multiples of the selected public companies to the corresponding LTM, estimated calendar year 2024 and estimated calendar year 2025 revenue of Desktop Metal per the Desktop Metal Projections to calculate the following ranges of implied prices per share of Class A Common Stock.

Multiple:	Range of Multiples	Implied Value Per Share of Class A Common Stock
EV/LTM (6/30/24) Revenue	0.7x – 0.9x	$1.75 – $2.63
EV/CY 2024E Revenue	0.7x – 0.8x	$1.31 – $2.26
EV/CY 2025E Revenue	0.6x – 0.8x	$1.48 – $2.37

No company utilized in the selected public companies analysis is identical to Desktop Metal. In evaluating the selected companies, Stifel made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Desktop Metal’s control, such as the impact of competition on its business and the industry generally, industry growth and the absence of any adverse material change in Desktop Metal’s financial condition and prospects or the industry or in the financial markets in general. Mathematical analysis (such as determining the 1st and 3rd quartiles) is not in itself a meaningful method of using peer group data.

Selected Transactions Analysis

Based on publicly available data and other information available to Stifel, Stifel calculated the multiples of EV to LTM and next twelve months’ (“NTM”) revenue implied in the following 8 selected acquisitions of public companies that have been announced since January 1, 2018 in technology and tech-adjacent businesses with profitability and growth profiles Stifel believed to be relevant to Desktop Metal:

Announce Date	Acquirer	Target
2/6/24	Haveli Investments	ZeroFox Holdings
11/27/23	CORE Industrial	Fathom Digital Manufacturing
4/12/23	Lee Equity Partners; Twin Point Capital	TESSCO Technologies
9/27/21	Bain Capital	Industria de Turbo Propulsores (ITP Aero)
2/20/20	Dialog Semiconductor	Adesto Technologies
11/1/19	Google	Fitbit
6/24/19	US Ecology	NRC Group Holdings
11/6/18	CVC Fund VII	ConvergeOne Holdings

The following table sets forth the multiples indicated by this analysis:

Multiple:

1st Quartile

Median

Mean

3rd Quartile

EV/LTM Revenue

1.2x

1.8x

1.9x

2.3x

EV/NTM Revenue

1.1x

1.4x

1.7x

2.1x

Stifel applied ranges of the first and third quartile multiples for the selected transactions to the corresponding LTM and NTM revenue of Desktop Metal per the Desktop Metal Projections, to calculate the following ranges of implied prices per share of Class A Common Stock.

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Multiple:	Range of Multiples	Implied Value Per Share of Class A Common Stock
EV/LTM Revenue	1.2x – 2.3x	$4.04 – $9.62
EV/NTM Revenue	1.1x – 2.1x	$3.42 – $8.60

No company or transaction used in the selected transactions analyses is identical to Desktop Metal or the Merger, and Stifel noted that no similar transactions had occurred in the additive manufacturing segment in the last three years. Accordingly, an analysis of the results of the foregoing is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the companies to which Desktop Metal is being compared and the enterprise value and equity value of the transactions to which the Merger is being compared. In evaluating the selected transactions, Stifel made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond Desktop Metal’s control, such as the impact of competition on Desktop Metal’s business or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Desktop Metal, the companies involved in the selected transactions or the industry or in the financial markets in general, which could affect the public trading value of the companies involved in the selected transactions analysis and the enterprise value and equity value implied in the transactions to which the Merger is being compared.

Discounted Cash Flow Analysis

Stifel used financial forecasts of Desktop Metal for the third and fourth quarters of 2024 and calendar years 2025 through 2028, as provided by Desktop Metal’s management, to perform a discounted cash flow analysis, which is designed to provide insight into a company’s future cash flow projections by discounting them to arrive at the net present value of these cash flows. In conducting this analysis, Stifel assumed that Desktop Metal would perform in accordance with these forecasts. Stifel estimated the terminal value of the projected cash flows by applying a range of multiples of 1.0x to 2.0x, which range was derived by Stifel utilizing its professional judgement and experience, to Desktop Metal’s estimated 2028 revenue, as provided by Desktop Metal’s management. Stifel also calculated projected unlevered free cash flow for the third and fourth quarters of 2024 through 2028 using Desktop Metal’s management’s projections and discounted these cash flows and the terminal value to present values using mid-point convention and discount rates of 13.0 – 17.0%, based on Desktop Metal’s and the selected public companies’ and Nano’s weighted average cost of capital.

This analysis indicated a range of enterprise values, which Stifel then decreased by Desktop Metal’s net debt to calculate a range of equity values. These equity values were then divided by the fully diluted shares of Class A Common Stock, determined using the treasury stock method, as provided to Stifel by Desktop Metal, to calculate the following ranges of implied equity values per share:

Discount Rate	Implied Value Per Share of Class A Common Stock
13.0% Discount Rate		$	0.75 – $5.87
17.0% Discount Rate		$	0.10 – $4.49

Stifel then calculated the average of the low and high values per share of Class A Common Stock implied by each discount rate, resulting in a range of implied value per share of Class A Common Stock of $0.42 to $5.18.

Miscellaneous

The foregoing description is only a summary of the material financial analyses performed by Stifel in arriving at its opinion. The summary alone does not constitute a complete description of the financial analyses Stifel employed in reaching its conclusions. None of the analyses performed by Stifel were assigned a greater significance by Stifel than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel. No individual methodology employed by Stifel can

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be viewed individually, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel. Additionally, no company or transaction used in any analysis as a comparison is identical to Desktop Metal or the Merger, and they all differ in material ways. Accordingly, an analysis of the results described above is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. Stifel used these analyses to determine the impact of various operating metrics on the implied enterprise value of Desktop Metal. Each of these analyses yielded a range of implied enterprise values, and therefore, such implied enterprise value ranges developed from these analyses were viewed by Stifel collectively and not individually. Stifel made its determination as to the fairness, from a financial point of view, of the Per Share Merger Consideration to be paid to the holders of Class A Common Stock in the Merger pursuant to the Merger Agreement on the basis of its experience and professional judgment after considering the results of all of the analyses performed.

Conclusion

Based upon the foregoing analyses and the assumptions and limitations set forth in full in the text of the Stifel Opinion, Stifel was of the opinion that, as of the date of the Stifel Opinion, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Stifel Opinion, the Per Share Merger Consideration to be paid to the holders of Class A Common Stock in the Merger pursuant to the Merger Agreement was fair to such holders, from a financial point of view.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Stifel considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Stifel believes that the summary provided and the analyses described above must be considered as a whole and that selecting portions of these analyses, without considering all of them, would create an incomplete view of the process underlying Stifel’s analyses and the Stifel Opinion; therefore, the range of valuations resulting from any particular analysis described above should not be taken to be Stifel’s view of the actual value of Desktop Metal.

Desktop Metal has agreed to pay Stifel a fee of $1.5 million upon delivery of the Stifel Opinion and an aggregate fee, currently estimated to be approximately $4.2 million, which is contingent on the completion of the Merger (against which the $1.5 million fee for the Stifel Opinion is creditable). The Board was aware of this fee structure and took it into account in considering the Stifel Opinion and in approving the Merger Agreement and the transactions contemplated thereby. In addition, Desktop Metal agreed to reimburse Stifel for certain expenses in connection with its engagement, subject to certain limitations, and to indemnify Stifel for certain liabilities arising out of its engagement.

In 2023, Stifel acted as financial advisor to Desktop Metal in connection with its proposed merger with Stratasys Ltd. (the “Stratasys Transaction”), for which Stifel received compensation. Other than the Stratasys Transaction, there are no material relationships that existed during the two years prior to the date of the Stifel Opinion or that as of such date were mutually understood to be contemplated in which any compensation was received or is intended to be received as a result of the relationship between Stifel and any party to the Merger. Stifel may seek to provide investment banking services to Desktop Metal or Nano or their respective affiliates in the future, for which Stifel would seek customary compensation. In the ordinary course of its business, Stifel, its affiliates and their respective clients may transact in the securities of each of Desktop Metal or Nano and may at any time hold a long or short position in such securities.

Unaudited Financial Forecasts

Desktop Metal does not as a matter of course publicly disclose long-term projections as to future performance, earnings, or other results due to the inherent unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the discussions regarding the proposed Merger, Desktop Metal provided its board of directors, Stifel and, solely with respect to 2024 revenue forecasts, Nano with certain financial forecasts which were prepared by and are the responsibility of the management of Desktop Metal (the “Desktop Metal financial forecasts”). Stifel was directed by Desktop Metal management

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to use and rely upon the Desktop Metal financial forecasts for purposes of its financial analysis and fairness opinion. The Desktop Metal financial forecasts were prepared in June 2024 treating Desktop Metal on a stand-alone basis, without giving effect to, and as if Desktop Metal never contemplated, the Merger including the expenses that may be incurred in connection with negotiating and consummating the Merger, the potential synergies that may be achieved by the combined company as a result of the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The accompanying Desktop Metal financial forecasts were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or U.S. GAAP, but, in the view of Desktop Metal’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of Desktop Metal management’s knowledge and belief, the reasonable projections of the future financial performance of Desktop Metal. However, this information is not factual and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the Desktop Metal financial forecasts. Although Desktop Metal’s management believes there is a reasonable basis for the Desktop Metal financial forecasts, Desktop Metal cautions stockholders that future results could be materially different from the Desktop Metal financial forecasts. The summary of the Desktop Metal financial forecasts is not being included in this proxy statement to influence your decision whether to vote for the Merger Proposal, but because these Desktop Metal financial forecasts were provided to Desktop Metal’s board of directors for purposes of considering and evaluating the Merger and the Merger Agreement and to Stifel for its use in its financial analysis. The Desktop Metal financial forecasts included in this proxy statement have been prepared by, and are the responsibility of Desktop Metal management. Neither Deloitte & Touche LLP, Desktop Metal’s independent registered public accounting firm, nor any other audit firm has audited, reviewed, examined, compiled nor applied any procedures with respect to the accompanying Desktop Metal financial forecasts and, accordingly, Deloitte & Touche LLP does not express any opinion or any other form of assurance with respect thereto, or its achievability, and they assume no responsibility for, and disclaim any association with, the Desktop Metal financial forecasts. The report of Deloitte & Touche LLP incorporated by reference in this proxy statement relate to Desktop Metal’s previously issued financial statements. It does not extend to the accompanying Desktop Metal financial forecasts and should not be read to do so.

The Desktop Metal financial forecasts are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Desktop Metal financial forecasts are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Desktop Metal’s management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition, and the risks discussed in this proxy statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements”. The Desktop Metal financial forecasts also reflect assumptions as to certain business decisions that are subject to change. Because the Desktop Metal financial forecasts were developed for Desktop Metal on a stand-alone basis without giving effect to the Merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies that may be realized as a result of the Merger or any changes to Desktop Metal’s operations or strategy that may be implemented after completion of the Merger. There can be no assurance that the projections will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which financial forecasts by Desktop Metal relate, the more unreliable the information becomes.

Desktop Metal uses a variety of financial measures that are not in accordance with U.S. GAAP for forecasting, budgeting and measuring operating performance, including Non-GAAP Cost of Sales, Non-GAAP Gross Profit, Non-GAAP Operating Expenses, Non-GAAP Net Operating Income/(Loss), Adjusted EBITDA and Non-GAAP Gross Margin (as described below). While Desktop Metal believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating

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results and to analyze Desktop Metal’s financial business trends, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of Desktop Metal’s competitors due to potential differences in the exact method of calculation. Further, these non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures.

Financial measures included in forecasts (including the Desktop Metal financial forecasts) provided to a financial advisor are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC if and to the extent such financial measures are included in the forecasts provided to the financial advisor for the purpose of rendering an opinion that is materially related to a business combination transaction and the forecasts are being disclosed in order to comply with the SEC rules or requirements under state or foreign law, including case law regarding disclosure of the financial advisor’s analyses. Therefore the Desktop Metal financial forecasts are not subject to the SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Stifel for purposes of its opinion to the Board, as described above in the section entitled “The Merger-Opinion of Desktop Metal’s Financial Advisor”, or by the Board in connection with its consideration of the Merger. Accordingly, no reconciliation of the financial measures included in the Desktop Metal financial forecasts is provided.

None of Desktop Metal, its financial advisor, or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Desktop Metal financial forecasts, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Desktop Metal financial forecasts. Except as required by applicable securities laws, Desktop Metal does not intend to make publicly available any update or other revision to the Desktop Metal financial forecasts, even in the event that any or all assumptions are shown to be in error. None of Desktop Metal, its financial advisor or their respective affiliates, advisors, officers, directors or other representatives has made or makes any representation to any stockholder or other person regarding Desktop Metal’s ultimate performance compared to the information contained in the Desktop Metal financial forecasts or that forecasted results will be achieved. Desktop Metal has made no representation to Nano, in the Merger Agreement or otherwise, concerning the Desktop Metal financial forecasts.

Summary of the financial forecasts by Desktop Metal

In connection with the evaluation of the Merger, Desktop Metal’s management prepared forecasts of Desktop Metal’s financial results for calendar years 2024 through 2028.

The following table presents a summary of the GAAP financial forecasts by Desktop Metal:

	FY 2024E			FY 2025E			FY 2026E			FY 2027E			FY 2028E
	(dollars in millions, except Gross Margin data)
Total Revenue		$	175.0		$	203.0		$	242.0		$	272.0		$	314.0
GAAP Cost of Sales(1)		$	161.5		$	164.4		$	178.2		$	187.5		$	203.8
GAAP Gross Profit(2)		$	13.5		$	38.6		$	63.8		$	84.5		$	110.2
GAAP Gross Margin(3)	8%			19%			26%			31%			35%
GAAP Operating Expenses(4)		$	162.1		$	130.7		$	137.6		$	144.7		$	156.2
GAAP Net Operating Income/(Loss)(5)		$	(148.6)		$	(92.1)		$	(73.8)		$	(60.2)		$	(46.0)
Net Income/(Loss)(6)		$	(156.2)		$	(98.6)		$	(80.4)		$	(63.3)		$	(47.4)

(1)

GAAP Cost of Sales consists of the cost of products and cost of services. Cost of products includes the manufacturing cost of Desktop Metal’s additive manufacturing systems and consumables, which primarily consists of amounts paid to third-party contract manufacturers and suppliers and personnel-related costs directly associated with manufacturing operations. It also includes cost of labor, materials and overhead for Desktop Metal’s produced parts offerings. Cost of services includes personnel-related

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costs directly associated with the provision of support services to customers, which include engineers dedicated to remote support as well as, training, support and the associated travel costs. GAAP Cost of Sales also includes depreciation and amortization, cost of spare or replacement parts, warranty costs, excess and obsolete inventory and shipping costs and an allocated portion of overhead costs.

(2)

GAAP Gross Profit is calculated based on the difference between Total Revenue and GAAP Cost of Sales.

(3)

GAAP Gross Margin is the percentage obtained by dividing GAAP Gross Profit by Total Revenue.

(4)

GAAP Operating Expenses are expenses related to research and development, sales and marketing and general and administrative.

(5)

GAAP Net Operating Income/(Loss) is GAAP Gross Profit less GAAP Operating Expenses.

(6)

Net Income/(Loss) is GAAP Net Operating Income/(Loss) less other income (expense), interest income (expense), change in fair value of investments and income tax benefit.

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The following table presents a summary of the non-GAAP financial forecasts by Desktop Metal:

	FY 2024E			FY 2025E			FY 2026E			FY 2027E			FY 2028E
	(dollars in millions, except Non-GAAP Gross Margin data)
Total Revenue		$	175.0		$	203.0		$	242.0		$	272.0		$	314.0
Non-GAAP Cost of Sales(1)		$	123.9		$	134.8		$	148.7		$	157.9		$	174.2
Non-GAAP Gross Profit(2)		$	51.1		$	68.2		$	93.3		$	114.1		$	139.8
Non-GAAP Gross Margin(3)	29%			34%			39%			42%			45%
Non-GAAP Operating Expenses(4)		$	107.5		$	93.9		$	100.5		$	107.3		$	118.4
Non-GAAP Net Operating Income/(Loss)(5)		$	(56.5)		$	(25.8)		$	(7.2)		$	6.8		$	21.4
Non-GAAP Adjusted EBITDA(6)		$	(45.3)		$	(11.6)		$	7.3		$	21.7		$	36.5

(1)

Non-GAAP Cost of Sales is GAAP Cost of Sales less amortization, stock-based compensation and transaction and restructuring costs.

(2)

Non-GAAP Gross Profit is calculated based on the difference between Total Revenue and Non-GAAP Cost of Sales.

(3)

Non-GAAP Gross Margin is the percentage obtained by dividing Non-GAAP Gross Profit by Total Revenue.

(4)

Non-GAAP Operating Expenses is GAAP operating expenses less stock-based compensation, amortization of acquired intangible assets, restructuring expense and acquisition-related and integration costs.

(5)

Non-GAAP Net Operating Income/(Loss) is GAAP Net Operating Income/(Loss) less stock-based compensation, amortization of acquired intangible assets, restructuring expense, acquisition-related and integration costs and change in fair value of investments.

(6)

Adjusted EBITDA is EBITDA adjusted for change in fair value of investments, stock-based compensation expense, restructuring expense, goodwill impairment and transaction costs associated with acquisitions. “EBITDA” is net loss plus net interest income, provision for income taxes, depreciation and amortization expense.

The financial forecasts by Desktop Metal were based on numerous variables and assumptions, including the following key assumptions:

•

A decline in revenue from $189.7 million in 2023 to $175.0 million in 2024 due to a reduction in units shipped, which is driven by the macroeconomic conditions impacting the additive manufacturing industry, including extended sales cycles, delayed purchasing decisions by customers and pricing pressure for Desktop Metal’s solutions.

•

An increase in revenue after 2024 based on Desktop Metal’s sales plan and anticipated pipeline conversion.

•

Projected gross profit and operating expenses based on previously executed cost reductions plans and estimates of continued cost reduction capabilities.

•

No impact to revenue or expenses from potential divestitures.

•

Other key assumptions impacting projections include anticipated working capital improvements resulting in improved cash flows during the forecasted period, the extension of Desktop Metal’s indebtedness beyond its current term on the same terms and no incremental cash raised through the issuance of debt or equity.

Treatment of the Convertible Notes

The Company has approximately $115.0 million in principal amount of outstanding 6.0% Convertible Senior Notes due 2027 (the “Convertible Notes”). Following the closing of the Merger, pursuant to the terms of the Indenture governing the Convertible Notes (the “Company Indenture”), the Convertible Notes will

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only be convertible into cash in an amount, per $1,000 principal amount of the Convertible Notes being converted, equal to the product of (i) the Conversion Rate (as defined under the Company Indenture) then in effect and (ii) the Per Share Merger Consideration. Following the closing of the Merger, pursuant to the Company Indenture, the combined company must offer to repurchase all outstanding Convertible Notes at a cash purchase price equal to 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest to the date of repurchase.

Interests of Desktop Metal’s Directors and Executive Officers in the Merger

Treatment of Desktop Metal Equity Awards

Stock Options

At the Effective Time, each Company Stock Option outstanding and exercisable immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration in respect of the Net Share, without interest and less applicable tax withholdings. To the extent there is no Net Share covered by a Company Stock Option, the Company Stock Option will be cancelled for no consideration.

Restricted Stock Unit Awards

At the Effective Time, each Company RSU Award outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled and replaced with a Replacement RSU Award, on similar terms and conditions as were applicable to the Company RSU Award under the relevant Company Incentive Award Plan prior to the Effective Time, except the Replacement RSU Award shall vest pro-rata over the three (3) years following Closing (provided that certain holders of Company RSU Awards will remain eligible for double-trigger accelerated vesting under the Desktop Metal, Inc. Severance Plan). The number of Nano Ordinary Shares underlying the Replacement RSU Award will be determined by multiplying the number of shares of Class A Common Stock covered by such Replacement RSU Award immediately prior to the Effective Time by the Exchange Ratio, rounding down to the nearest whole number of shares; provided, however, that in no event shall the number of Nano Ordinary Shares underlying such Replacement RSU Awards exceed the Maximum ADS Amount.

Performance-Based Restricted Stock Unit Awards

At the Effective Time, each Company PSU Award outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled in full without consideration.

Double Trigger Accelerated Vesting of Certain Desktop Metal Equity Awards

Pursuant to the terms of the Desktop Metal, Inc. Severance Plan described below, the Company RSU Awards held by Desktop Metal’s executive officers would fully vest if the executive officer’s employment is terminated by Desktop Metal without “cause” or due to the executive officer’s resignation for “good reason,” in each case, on or within 12 months following a change of control of Desktop Metal. These “double trigger” accelerated vesting provisions applicable to Desktop Metal equity awards held by executive officers will continue to apply to such awards after such awards are replaced with a Replacement RSU Award at the Effective Time. As described in the section entitled “— Severance Letter Agreements”, certain executive officers have agreed that a termination due to the executive officer’s resignation for “good reason” in the 12 months following the Merger will not entitle them to such double-trigger accelerated vesting.

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Severance Letter Agreements

In connection with the Merger, certain executive officers who are participants in the Desktop Metal, Inc. Severance Plan entered into a letter agreement with Nano (the “Severance Letter Agreements”). Pursuant to the Severance Letter Agreement with Ric Fulop, Mr. Fulop agreed to waive his right to receive benefits under the Desktop Metal, Inc. Severance Plan upon a resignation for “good reason” in the 12 months following the Merger. Pursuant to the Severance Letter Agreements with Jonah Myerberg and Thomas Nogueira, each of Messrs. Myerberg and Nogueira agreed that for purposes of determining whether there has been a qualifying termination under the Desktop Metal, Inc. Severance Plan, “good reason” shall not include a material decrease in authority, title, duties or areas of responsibility (a “Change in Position”), and therefore upon a resignation solely as a result of a Change in Position within twelve months following the closing of the Merger, such executive officer would not be entitled to any benefits under the Desktop Metal, Inc. Severance Plan. In exchange, (i) Mr. Myerberg will be entitled to a retention bonus of $300,000 and Mr. Nogueira will be entitled to a retention bonus of $240,000, in each case, subject to such executive officer’s continued employment with Nano or one of its affiliates through the first anniversary of the Closing Date, and (ii) any Replacement RSUs granted to Messrs. Myerberg and Nogueira will vest on the first anniversary of the Closing Date, subject to the named executive officer’s continued employment through such date.

2021 Founder Restricted Stock Unit Awards

In October 2021, Desktop Metal granted 2021 Founder Restricted Stock Unit Awards to Ric Fulop and Jonah Myerberg (the “2021 Founder Awards”) that vest upon achievement of market capitalization goals. As of August 12, 2024, no market capitalization goals have been achieved, and Desktop Metal does not anticipate any market capitalization goals to be achieved before the completion of the Merger. Accordingly, Desktop Metal expects that the 2021 Founder Awards will be forfeited upon the completion of the Merger, and there is no expected payout with respect to the awards.

Quantification of Outstanding Equity Awards for Desktop Metal’s Directors and Executive Officers

For an estimate of the amounts that would be payable to each of Desktop Metal’s named executive officers on settlement of their unvested Desktop Metal awards, see the section entitled “— Golden Parachute Compensation” below. Desktop Metal does not have any executive officers who are not named executive officers.

Under Desktop Metal’s director compensation program for non-employee directors, in the event of a change of control, the Company RSU Awards held by non-employee directors will vest in full immediately prior to the occurrence of a change in control. Accordingly, each Company RSU Award held by Desktop Metal’s non-employee directors will vest immediately prior to the Effective Time of the Merger and, at the Effective Time, be settled in shares of Class A Common Stock. The value of the unvested Company RSU Awards held by Desktop Metal’s non-employee directors as a group is $1,259,220, assuming each share of Class A Common Stock has a value of $5.50 (which represents the maximum consideration that may be paid in the Merger for each share of Class A Common Stock). The total number of shares of Class A Common Stock payable to Desktop Metal’s non-employee directors as a group with respect to their unvested Company RSU Awards is 228,949.

The Company Stock Options held by Desktop Metal’s non-employee directors that are outstanding and exercisable immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration in respect of the Net Share, without interest and less applicable tax withholdings. To the extent there is no Net Share covered by a Company Stock Option, the Company Stock Option will be cancelled for no consideration.

Desktop Metal, Inc. Severance Plan

On May 13, 2023, Desktop Metal’s executive officers became participants in the Desktop Metal, Inc. Severance Plan (the “Severance Plan”).

The Severance Plan provides that if the employment of an officer designated as a “c-suite executive” is terminated by Desktop Metal without cause, or if an officer designated as a “c-suite executive” resigns for

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good reason, the officer will be eligible to receive: (i) continued payment of the officer’s base salary for a period of nine months; and (ii) COBRA premiums for a period of nine months.

The Severance Plan provides that if the employment of an officer designated as a “c-suite executive” employment is terminated by Desktop Metal without cause, or if an officer designated as a “c-suite executive” resigns for good reason, within 12 months following a change of control, the officer will be eligible to receive: (i) a lump sum payment equal to 12 months of the officer’s base salary; (ii) a lump sum payment equal to the officer’s target bonus; (iii) COBRA premiums for a period of 12 months; (iv) accelerated vesting of all time-based equity awards held by the officer; and (v) unless the award agreement provides for more favorable vesting terms, vesting of all performance-based equity awards held by the officer at the target level of performance. Any severance payments or benefits under the Severance Plan will be subject to a Section 280G “best net” cutback in which such payments or benefits will be reduced only to the extent it results in a better tax position for the officer. As noted in “— Severance Letter Agreements” above, certain of Desktop Metal’s named executive officers have waived their right to receive severance benefits upon a termination due to the executive officer’s resignation for “good reason” in the 12 months following the Merger.

All of Desktop Metal’s currently-serving executive officers are considered “c-suite executives” for purposes of the Severance Plan. The terms of the Severance Plan will not apply to the 2021 Founder Awards held by Mr. Fulop and Mr. Myerberg. As described above, the 2021 Founder Awards vest upon the occurrence of a change of control only to the extent the market capitalization goals have been satisfied on the date of the change of control and Desktop Metal does not anticipate any market capitalization goals to be achieved before the completion of the Merger.

All payments and benefits under the Severance Plan are contingent upon the officer’s execution and non-revocation of a release of claims in favor of the Company (which may contain, among other terms, non-competition obligations for a period of up to 12 months) and continued compliance with certain restrictive covenants. All of the named executive officers have entered into restrictive covenant agreements with Desktop Metal that generally contain 12-month post-employment non-competition and non-solicitation covenants. The Severance Plan provides that the officers are not eligible for cash severance or termination benefits from Desktop Metal under their employment agreements.

For an estimate of the value of the payments and benefits described above that would be payable to Desktop Metal’s named executive officers upon a qualifying termination in connection with the Merger, see the section entitled “— Golden Parachute Compensation” below.

No Section 280G Golden Parachute Excise Tax Gross-Ups

Neither the executives’ employment agreements, nor any other Desktop Metal plan, policy, agreement or arrangement provides any employee, officer or director with the right to a tax “gross-up” payment in connection with any “golden parachute” or other tax liability triggered in connection with the Merger.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Desktop Metal’s directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage for a period of six years following the effective time of the Merger under directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Insurance and Indemnification.”

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of Desktop Metal’s named executive officers, that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a qualifying termination of employment upon or following the consummation of the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section Desktop Metal uses such term to describe the Merger-related compensation

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payable to the Desktop Metal named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of Desktop Metal stockholders.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Desktop Metal’s named executive officers would receive based on the following assumptions: (i) the effective time of the Merger occurs on August 12, 2024, (ii) each named executive officer executes a Severance Letter Agreement, (iii) each named executive officer experiences a qualifying termination at such time in a manner that entitles such named executive officer to receive severance payments and benefits under the Severance Plan, as amended by the Severance Letter Agreement, (iv) the closing price of a share of Class A Common Stock on the completion of the Merger is each share of Class A Common Stock on the completion of the Merger has a value of $5.50 (which represents the maximum consideration that may be paid in the Merger for each share of Class A Common Stock) and (v) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. The amounts indicated below are estimates based on multiple assumptions (including the assumptions described in this paragraph) that may or may not actually occur or be accurate on the relevant date and do not reflect certain compensation actions that may occur before completion of the transaction. Accordingly, the actual amounts received by our named executive officers may differ materially from the estimates set forth below. Additional detail regarding the named executive officers’ interests in the Merger is provided above.

Name	Cash ($)(1)		Equity ($)(2)		Benefits ($)(3)		Total ($)
Ric Fulop		1,160,000		—		6,197		1,166,197
Jason Cole		1,100,000		1,470,799		4,478		2,575,277
Jonah Myerberg		700,000		1,831,968		6,197		2,538,165
Thomas Nogueira		640,000		642,219		6,197		1,288,416

(1)

The amount shown consists of a lump sum cash severance payment equal to one times the sum of the applicable named executive officer’s annual base salary and target bonus for the 2024 calendar year. The severance payment is considered to be a “double-trigger” payment, which means that both a change of control, such as the Merger, and a termination of employment by the Company without cause (on or within 12 months following the Merger) must occur prior to any payment being provided to such named executive officer.

(2)

The amount shown reflects the potential value that the applicable named executive officer could receive in connection with accelerated vesting and settlement of the Company RSU Awards. The accelerated vesting of the Company RSU Awards is considered to be a “double-trigger” benefit, because both a change of control, such as the Merger, and a termination of employment by the Company without cause (within the 12 months following the Merger) must occur for such accelerated vesting to be provided to the named executive officer.

(3)

The amounts shown in this column represent the value of COBRA premiums for continued group health, dental and vision benefits for 12 months for the applicable named executive officer. Like the severance payments, these COBRA benefits would be considered “double-trigger” benefits.

RSU Letter Agreements

In connection with the Merger, Jonah Myerberg and Thomas Nogueira received letters from Nano which provide that, subject to the closing of the Merger and approval of the Nano board of directors, Mr. Myerberg will receive an award of restricted share units covering 200,000 Nano Ordinary Shares and Mr. Nogueira will receive an award of restricted share units covering 400,000 Nano Ordinary Shares. The restricted share units will be subject to the terms of an award agreement and the Nano equity plan and will vest as to 25% on the first anniversary of the Closing Date and as to the remainder in equal semi-annual installments thereafter, such that the awards will be fully vested on the fourth anniversary of the Closing Date, subject to continued employment with Nano through the applicable vesting date. The restricted share units are separate and distinct from any Replacement RSUs these individuals will receive pursuant to the Merger Agreement.

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Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Nano. We anticipate that the total amount of funds necessary to consummate the Merger and the related transactions, not including fees and expenses, will be approximately $183 million, assuming no adjustment to the Per Share Merger Consideration, including the estimated funds needed to pay our stockholders the Merger Consideration due to them under the Merger Agreement.

Nano has represented in the Merger Agreement that it has the financial capacity to perform its obligations under the Merger Agreement and to cause Merger Sub to perform its obligations under the Merger Agreement and that Nano has or will have, at or prior to the Effective Time, sufficient funds to pay the Merger Consideration.

Pre-Closing Bridge Loan

Pursuant to the Merger Agreement, Nano agreed to provide Desktop Metal with a multi-draw term loan credit facility in an aggregate principal amount not to exceed $20.0 million (the “Bridge Loan Facility”), which amount shall be available at Desktop Metal’s request at any time and from time to time after January 7, 2025, subject to a monthly borrowing cap and subject to the execution of definitive loan documents to be mutually agreed by Desktop Metal and Nano (the “Bridge Loan Documentation”). If executed, the Bridge Loan Documentation will reflect the terms and be subject to the conditions set forth on the Bridge Loan Term Sheet (as defined below) attached to the Merger Agreement or such terms as may otherwise be agreed in writing by the Company and Nano. Desktop Metal may, but is not obligated to, execute the Bridge Loan Documentation and borrow under the Bridge Loan Facility. The Bridge Loan Facility is intended to supplement Desktop Metal’s working capital and liquidity on an as-needed basis to bridge to the closing of the Merger. If Desktop Metal borrows any amount under the Bridge Loan Facility and any amount shall remain outstanding on the Closing Date, the Merger Consideration shall be adjusted downwards based on the amount outstanding at such time. For additional information, please see “The Merger — Merger Consideration.”

Closing and Effective Time of the Merger

The closing of the Merger will take place at the offices of Greenberg Traurig, P.A., 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 033301 (or through electronic exchange of signatures) at 8:00 am, Eastern time, on the date that is the fifth (5th) Business Day following the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or at such other place, time and date as shall be agreed in writing between the parties.

On the Closing Date, Desktop Metal and Merger Sub will cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL with the Secretary of State of the State of Delaware and will take such further actions as may be required to make the Merger effective on the Closing Date. The Merger will become effective at the time and day of the filing of such certificate of merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Desktop Metal and Merger Sub and specified in the certificate of merger.

Appraisal Rights

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Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Class A Common Stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Class A Common Stock determined under Section 262 could be more than, the same as or less than the Per Share Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration under the Merger Agreement.

A holder of record of Class A Common Stock and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Class A Common Stock through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Class A Common Stock and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Class A Common Stock for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its Class A Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than twenty (20) days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Desktop Metal’s notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your Class A Common Stock, you must satisfy each of the following conditions: you must deliver to Desktop Metal a written demand for appraisal of your Class A Common Stock prior to the Special Meeting, which must (i) reasonably inform us of the identity of the holder of record of Class A Common Stock who intends to demand appraisal of his, her or its Class A Common Stock (and, for beneficial owners only, such demand is accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and

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correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Desktop Metal and to be set forth on the Chancery List) and (ii) that you intend to demand the appraisal of your shares. In addition, as described above, you must not vote or submit a proxy in favor of the proposal to approve and adopt the Merger Agreement; you must hold or beneficially own, as applicable, your Class A Common Stock continuously through the effective date; and you must comply with the other applicable requirements of Section 262.

A Desktop Metal stockholder who elects to exercise appraisal rights must mail or deliver his, her or its written demand for appraisal to the following address:

Desktop Metal, Inc.
63 3rd Avenue
Burlington, Massachusetts 01803
Attention: Corporate Secretary

Within ten (10) days after the Effective Time, the surviving corporation must give written notice that the Merger has become effective to each stockholder of any class or series of stock of Desktop Metal who is entitled to appraisal rights that the Merger was approved and that appraisal rights are available for any or all shares of such class or series of stock.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the surviving corporation or any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a person, demanding a determination of the fair value of the Class A Common Stock held by all persons that have demanded appraisal. There is no present intent on the part of Desktop Metal or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that Desktop Metal and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of Class A Common Stock. Accordingly, persons who desire to have their Class A Common Stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within one hundred twenty (120) days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Per Share Merger Consideration under the Merger Agreement.

At any time within sixty (60) days after the Effective Time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Per Share Merger Consideration specified by the Merger Agreement for that person’s Class A Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the person within sixty (60) days after the effective date, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the person will be entitled to receive only the fair value of such person’s Class A Common Stock determined by the Delaware Court of Chancery in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Merger Consideration offered pursuant to the Merger Agreement.

In addition, within one hundred twenty (120) days after the Effective Time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of Class A Common Stock not consented in writing or otherwise voted in favor of the Merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of such Class A Common Stock. Such statement must be given within ten (10) days after the written request therefor has been received by the surviving corporation or within ten (10) days after the expiration of the period for the delivery of demands as described above, whichever is later.

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Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within twenty (20) days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their Class A Common Stock and with whom the surviving corporation has not reached agreements as to the value of such Class A Common Stock (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court of Chancery will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court of Chancery may require the persons who have demanded an appraisal of their Class A Common Stock and who hold Class A Common Stock represented by certificates to submit their certificates of Class A Common Stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List and may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court of Chancery shall determine the fair value of Class A Common Stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (x) the difference, if any, between the amount so paid and the fair value of the Class A Common Stock as determined by the Delaware Court of Chancery, and (y) interest theretofore accrued, unless paid at that time.

When the fair value of the Class A Common Stock is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although Desktop Metal believes that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Moreover, the surviving corporation does not anticipate offering more than the Per Share Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Class A Common Stock is less than the Per Share Merger Consideration.

In determining “fair value”, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of

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the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all Class A Common Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any Class A Common Stock subject to such demand or to receive payment of dividends or other distributions on such Class A Common Stock, except for dividends or distributions payable to Desktop Metal stockholders of record at a date prior to the Effective Time.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of shares of Class A Common Stock who receive cash in exchange for such shares of Class A Common Stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case, in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this summary. We have not sought, and do not intend to seek, any ruling from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the material U.S. federal income tax consequences of the Merger.

This discussion is limited to holders of shares of Class A Common Stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

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U.S. expatriates and former citizens or long-term residents of the United States;

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U.S. holders whose functional currency is not the U.S. dollar;

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persons holding shares of Class A Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies and other financial institutions;

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brokers or dealers in securities;

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traders in securities that elect to apply a mark-to-market method of tax accounting;

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“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

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“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein);

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real estate investment trusts and regulated investment companies;

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tax-exempt organizations or governmental organizations;

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persons deemed to sell their shares of Class A Common Stock under the constructive sale provisions of the Code;

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persons who own an equity interest, actually or constructively, in Nano or, following the Merger, the Surviving Corporation;

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persons who hold or received their shares of Class A Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation;

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persons for whom shares of Class A Common Stock constitute “qualified small business stock” under Section 1202 of the Code or as “section 1244 stock” for purposes of Section 1244 of the Code;

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tax-qualified retirement plans, individual retirement accounts or other tax deferred accounts; and

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

This discussion also does not address the U.S. federal income tax consequences to holders of shares of Class A Common Stock who exercise appraisal rights in connection with the Merger under the DGCL.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of Class A Common Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level.

Accordingly, partnerships holding shares of Class A Common Stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF SHARES OF CLASS A COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of Class A Common Stock that, for U.S. federal income tax purposes, is or is treated as:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (i) is subject to the primary supervision of a U.S. court and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) are authorized to control all substantial decisions of the trust, or (ii) has a valid election in effect to be treated as a “United States person” for U.S. federal income tax purposes.

Effect of the Merger

The receipt of cash by a U.S. holder in exchange for shares of Class A Common Stock in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss realized by a U.S. holder who receives cash for shares of Class A Common Stock in the Merger will generally equal the difference, if any, between the amount of cash received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share will generally be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of Class A Common Stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash in the Merger. Any gain or loss realized by a U.S. holder upon the receipt of cash in exchange for a share of Class A Common Stock in the Merger will generally be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the Effective Time. Otherwise, such gain or loss will be short-term capital gain or loss which is generally subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Payments made to a U.S. holder in exchange for shares of Class A Common Stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding. To avoid backup withholding on such payments, U.S. holders that do not otherwise establish an exemption should complete and return to the paying agent a properly executed IRS Form W-9 included in the letter of transmittal certifying (1) that such holder is a U.S. person, (2) that the taxpayer identification number provided is correct, and (3) that such holder is not subject to backup withholding. Certain U.S. holders (including corporations) are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the Merger under the backup withholding rules may be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any; provided, the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of Class A Common Stock that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Effect of the Merger

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Class A Common Stock in the Merger unless:

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the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is also attributable to a permanent establishment or, in the case of an individual, a fixed base, maintained by the non-U.S. holder in the United States);

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the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of shares of Class A Common Stock in the Merger, and certain other requirements are met; or

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The Class A Common Stock constitutes a U.S. real property interest (“USRPI”) by reason of Desktop Metal’s status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation for U.S. federal income tax purposes also may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on gain realized upon the Merger, which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, Desktop Metal believes that it is not and has not been a USRPHC for U.S. federal income tax purposes during the five-year period preceding the Merger. Because the determination of whether Desktop Metal is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and its other business assets, there can be no assurance Desktop Metal is not and has not been a USRPHC for U.S. federal income tax purposes during the five-year period preceding the Merger. However, even if Desktop is or has been during the five-year period preceding the Merger a USRPHC, gain realized by a Non-U.S. Holder arising from the Merger will not be subject to U.S. federal income tax if the Class A Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of the Class A Common Stock throughout the shorter of the five-year period ending on the date of the Merger or the Non-U.S. Holder’s holding period.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made to non-U.S. holders in the Merger may be subject to information reporting to the IRS and backup withholding. Non-U.S. holders generally can avoid information reporting and backup withholding by providing the paying agent with an applicable and properly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI (or successor form), as the case may be, certifying under penalties of perjury the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

THE DISCUSSION ABOVE OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH HOLDER SHOULD CONSULT THEIR

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TAX ADVISORS REGARDING THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO THE HOLDER AND THE PARTICULAR TAX EFFECTS TO THE HOLDER OF THE MERGER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, OR THROUGH THE APPLICATION OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Certain Israeli Tax Considerations

Prior to the Effective Time, Nano shall engage a U.S. bank or trust company to act as exchange and paying agent (the “U.S. Exchange Agent”) and, at Nano’s discretion, an Israeli sub-paying agent (the “Israeli Exchange Agent” and each of the U.S. Exchange Agent and Israeli Exchange Agent, as applicable, an “Exchange Agent”), in connection with the Merger for the purpose of paying the Merger Consideration. At or prior to the Effective Time, Nano shall deposit, with one or more Exchange Agents, cash sufficient to pay the Merger Consideration. All cash deposited with the Exchange Agent is hereinafter referred to as the “Exchange Fund”.

Nano is entitled to deduct and withhold from the consideration payable to the stockholders and option holders of Desktop Metal any amounts that are required to be withheld or deducted with respect to such consideration pursuant to Ordinance, the Code, if applicable, or any other applicable provisions of Israeli or non-Israeli tax laws. On July 17, 2024, Nano filed with the ITA the Tax Ruling, subject to provision and obtainment by Desktop Metal stockholders of certain documentation, as elaborated in the Merger Agreement, depending on the obtainment or non-obtainment of the Tax Ruling.

Subject to any other provision to the contrary in the Tax Ruling, if obtained, the Merger Consideration shall be retained by the Exchange Agent for the benefit of the stockholders for a period of twelve (12) months following the Closing Date (the “Exchange Fund Termination Date”), subject to disbursement by the Exchange Agent in accordance with the applicable provisions of Section 2.2(f)(ii) of the Merger Agreement, unless Nano or the Exchange Agent is otherwise instructed explicitly by the ITA, after which time the Exchange Fund shall be terminated.

If the Tax Ruling is obtained by the Closing Date, then no payment to a Stockholder shall be made prior to such date (which shall not be later than three (3) Business Days prior to the Exchange Fund Termination Date (the “Withholding Drop Date”)) where such stockholder delivers the following documentation (or such other documentation required under the Tax Ruling), as applicable, to the Payors (as defined below):

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With respect to a stockholder who holds five percent (5%) or more of the share capital of Desktop Metal (a “5% Holder”) (or any other holder not included in the Tax Ruling per its terms):

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a Valid Tax Certificate (as defined below) (or such other forms as are required under any applicable tax law); or

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a Tax Residency Certificate (as defined below).

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With respect to any stockholder covered under the Tax Ruling (which, for avoidance of doubt, shall not be a 5% Holder) a declaration for Israeli tax withholding purposes in the form to the Merger Agreement as Schedule 2.2(f)(ii)(B) (“Tax Declaration”) unless a different form of declaration is required by the provisions of the Tax Ruling, and any supporting documentation as may be required by the Tax Ruling, as applicable.

If the Tax Ruling is not obtained by the Closing Date, then no payment to a Stockholder shall be made prior to such date (which shall be no later than the Withholding Drop Date) where such Stockholder delivers the following documentation, as applicable, to the Exchange Agent:

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With respect to a 5% Holder:

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a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law); or

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a Tax Residency Certificate.

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With respect to any holder which is not a 5% Holder, a Tax Declaration.

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For the purposes hereof:

“Valid Tax Certificate” means a valid certificate or ruling issued by the ITA in form and substance reasonably acceptable to the Surviving Corporation, Nano and the Exchange Agent (each such entity and of their Affiliates (as defined in the Merger Agreement), a “Payor”), and reasonably satisfactory to Payor: (a) exempting such Payor from the duty to withhold Israeli taxes with respect to the applicable payment, (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment (c) providing any other instructions regarding the payment or withholding with respect to the applicable payment, or (d) a Tax Residency Certificate.

“Tax Residency Certificate” means a certificate issued by the applicable tax governmental authority in which the stockholder resides confirming that such stockholder is considered a tax resident of such state, which is valid in the tax year during which the Exchange Agent pays the Merger Consideration to such holder.

Insofar as the respective stockholder has timely met the applicable requirements above then the Exchange Agent shall promptly pay to such stockholder the Merger Consideration allocable to such stockholder without deduction or withholding for Israeli taxes (or, with such deduction as required under the Tax Ruling, or pursuant to the Valid Tax Certificate, if applicable, as reasonably determined by Payor, and subsequent remittance to the ITA).

If a stockholder fails to deliver the required documentation prior to the Exchange Fund Termination Date, but has otherwise complied with the requirements of Section 2.2(a) of the Merger Agreement, then the Exchange Agent shall promptly pay to such stockholder the Merger Consideration allocable to such stockholder, subject to such deduction as required under the Tax Ruling, or pursuant to Section 2.2(f)(i) of the Merger Agreement, as applicable, as reasonably determined by Payor, and subsequent remittance to the ITA.

Unless otherwise determined in the Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient.

Unless otherwise determined in the Tax Ruling, any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the stockholders who has not theretofore complied with Article II of the Merger Agreement until the Exchange Fund Termination Date shall be delivered to Nano and any stockholder who has not theretofore complied with Article II of the Merger Agreement shall thereafter look only to Nano for payment of its claim for Merger Consideration, and thereafter any withholding in connection with the payment of the Merger Consideration to such stockholder shall be made in accordance with the proced

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