UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 6, 2024, the registrant had
Table of Contents
Risk Factors Summary
The risk factors detailed in Item 1A entitled “Risk Factors” in this Quarterly Report on Form 10-Q are the risks that we believe are material to our investors and a reader should carefully consider them. Those risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. The following is a summary of the risk factors detailed in Item 1A:
EXPLANATORY NOTE
On July 14, 2021, we consummated the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among one, a Cayman Islands exempted company limited by shares (“one”), Caspian Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of one (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (“Legacy Markforged”). As a result of the Merger, Legacy Markforged merged with and into Merger Sub with Legacy Markforged surviving as our wholly-owned subsidiary and, following one’s filing of a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which one was domesticated, one changed its name to “Markforged Holding Corporation.”
On September 19, 2024, the Company effected a 10-for-1 reverse stock split of the Common Stock. All shares of Common Stock, stock-based instruments and per-share data included in these unaudited condensed consolidated financial statements have been retroactively adjusted as though the stock split had been effected prior to all periods presented.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations of Markforged Holding Corporation (“Markforged,” the “Company,” “we,” “us”). These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Quarterly Report on Form 10-Q include, for example, statements about:
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2024 and December 31, 2023
(In thousands, except share data and par value amounts) (Unaudited)
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September 30, |
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December 31, |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance for expected credit losses ($ |
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Inventory |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Right-of-use assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Settlement payable (Note 15) |
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Deferred revenue |
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Lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term settlement payable (Note 15) |
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Long-term deferred revenue |
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Contingent earnout liability |
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Long-term lease liabilities |
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Other liabilities |
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Total liabilities |
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Stockholders’ equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See notes to the unaudited condensed consolidated financial statements.
1
MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2024 and 2023
(In thousands, except share data and per share data) (Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Sales and marketing |
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Research and development |
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General and administrative |
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Goodwill impairment |
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Litigation judgment |
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Total operating expenses |
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Loss from operations |
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( |
) |
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( |
) |
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( |
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( |
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Change in fair value of derivative liabilities |
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( |
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Change in fair value of contingent earnout liability |
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( |
) |
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( |
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( |
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( |
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Other income (expense), net |
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( |
) |
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( |
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Interest expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Interest income |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax (benefit) expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Net loss |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Weighted average shares outstanding - basic and diluted |
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Net loss per share - basic and diluted |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
) |
See notes to the unaudited condensed consolidated financial statements.
2
MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the three and nine months ended September 30, 2024 and 2023
(In thousands) (Unaudited)
|
Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net loss |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Other comprehensive loss, net of taxes: |
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Unrealized loss on available-for-sale marketable securities, net |
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( |
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( |
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Foreign currency translation adjustment |
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( |
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( |
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( |
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Total comprehensive income (loss) |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
See notes to the unaudited condensed consolidated financial statements.
3
MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three and nine months ended September 30, 2024 and 2023
(In thousands, except share data) (Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ Equity |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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Stock vested under compensation plan |
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— |
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( |
) |
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— |
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— |
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( |
) |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Earnout stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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Stock vested under compensation plan |
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— |
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( |
) |
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— |
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— |
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( |
) |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Earnout stock-based compensation expense |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
June 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of common stock options |
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— |
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— |
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— |
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|||
Stock vested under compensation plan |
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— |
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( |
) |
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— |
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— |
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( |
) |
|
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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||
Earnout stock-based compensation expense |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
September 30, 2023 |
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( |
) |
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( |
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$ |
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||||||
December 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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||||
Stock vested under compensation plan |
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— |
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( |
) |
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— |
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— |
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|
( |
) |
|
Stock-based compensation expense |
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— |
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— |
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|
|
|
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— |
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— |
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||
Earnout stock-based compensation expense |
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— |
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— |
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( |
) |
|
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— |
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|
|
— |
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( |
) |
Net loss |
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— |
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— |
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|
|
— |
|
|
|
( |
) |
|
|
— |
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( |
) |
Other comprehensive income (loss) |
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|
— |
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— |
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|
— |
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|
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— |
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( |
) |
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( |
) |
March 31, 2024 |
|
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|
$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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||||
Stock vested under compensation plan |
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|
— |
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( |
) |
|
|
— |
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|
|
— |
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|
|
( |
) |
|
Stock-based compensation expense |
|
|
— |
|
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|
— |
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|
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|
|
— |
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|
|
— |
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||
Earnout stock-based compensation expense |
|
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— |
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|
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— |
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( |
) |
|
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— |
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— |
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( |
) |
Issuance of Common Stock in connection |
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— |
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— |
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— |
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|||
Net loss |
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— |
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— |
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— |
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( |
) |
|
|
— |
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( |
) |
Other comprehensive income (loss) |
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|
— |
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— |
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— |
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— |
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||
June 30, 2024 |
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$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
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$ |
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||||
Stock vested under compensation plan |
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— |
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( |
) |
|
|
— |
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|
|
— |
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|
|
( |
) |
|
Stock-based compensation expense |
|
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— |
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— |
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|
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— |
|
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— |
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||
Earnout stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Issuance of Common Stock in connection |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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|
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|
||
September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
See notes to the unaudited condensed consolidated financial statements.
4
MARKFORGED HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2024 and 2023
(In thousands) (Unaudited)
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For the Nine Months Ended September 30, |
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2024 |
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2023 |
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Operating Activities: |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to cash used in operating activities |
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Depreciation, amortization, and non-cash lease interest |
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Allowance for expected credit losses |
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( |
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Provision for excess and obsolete inventory |
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Change in fair value of derivative liabilities |
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( |
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( |
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Change in fair value of contingent earnout liability |
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Amortization (accretion) of (discounts) premiums on available-for-sale securities |
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( |
) |
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Stock-based compensation expense |
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Loss on disposal of fixed assets |
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Gain on operating lease termination |
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( |
) |
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Long-lived asset impairment |
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Goodwill impairment |
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Other |
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Changes in operating assets and liabilities |
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Accounts receivable |
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Inventory |
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( |
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Prepaid expenses |
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( |
) |
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Other current assets |
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( |
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Other assets |
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( |
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Accounts payable and accrued expenses |
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( |
) |
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Other current liabilities |
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( |
) |
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Deferred revenue |
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( |
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( |
) |
Other long term liabilities |
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( |
) |
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( |
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Other non-current lease liabilities |
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( |
) |
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( |
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Net cash provided by (used in) operating activities |
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( |
) |
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( |
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Investing Activities: |
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Purchases of property and equipment |
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( |
) |
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( |
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Purchases of available-for-sale securities |
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( |
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Proceeds from sales and maturities of marketable securities |
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Net cash provided by (used in) investing activities |
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( |
) |
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Financing Activities: |
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Payment of acquisition-related contingent liabilities |
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( |
) |
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Acquisition holdback payment |
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( |
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Proceeds from exercise of common stock options |
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Taxes paid related to net share settlement of equity awards |
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( |
) |
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( |
) |
Net cash provided by (used in) provided by financing activities |
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( |
) |
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( |
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Effect of exchange rate changes on cash |
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( |
) |
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Net change in cash, cash equivalents, and restricted cash |
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( |
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( |
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Cash, cash equivalents, and restricted cash |
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Beginning of year |
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End of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Restricted cash in other non-current assets |
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Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows |
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$ |
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$ |
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Non cash operating activities |
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Common stock issued in connection with acquisition earnout achievement |
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$ |
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$ |
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Non cash investing and financing activities |
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Purchase of property and equipment in accounts payable and accrued expenses |
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$ |
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$ |
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Common stock disbursed to settle acquisition holdback |
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Acquisition of cross license (Note 15) |
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See notes to the unaudited condensed consolidated financial statements.
5
MARKFORGED HOLDING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization, Nature of the Business, and Risks and Uncertainties
Organization and Nature of Business
Unless otherwise indicated or the context otherwise requires, references to the “Company” and “Markforged” refer to the consolidated operations of Markforged Holding Corporation and its subsidiaries. References to “AONE” refer to the company prior to the consummation of the Merger and references to “Legacy Markforged” refer to MarkForged, Inc. and its consolidated subsidiaries prior to the consummation of the Merger.
Legacy Markforged was founded in 2013 to transform the manufacturing industry with high strength, cost effective parts using additive manufacturing. Markforged produces and sells 3D printers, materials, software, and other related services worldwide to customers who can build parts strong enough for the factory floor with significantly reduced lead time and cost. The printers print in plastic, nylon, metal, and the parts can be reinforced with carbon fiber for industry leading strength at an affordable price point.
On February 23, 2021, one, a Cayman Islands exempted company (“AONE”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caspian Merger Sub Inc., a wholly owned subsidiary of AONE (“Merger Sub”), and Legacy Markforged, pursuant to which (i) AONE would deregister as a Cayman Islands company and domesticate as a corporation in the State of Delaware and would be renamed “Markforged Holding Corporation” (the “Domestication”) and (ii) Merger Sub would merge with and into Legacy Markforged with Legacy Markforged surviving as a wholly owned subsidiary of Markforged Holding Corporation (the “Merger”). AONE's shareholders approved the transactions contemplated by the Merger Agreement on July 13, 2021, and the Domestication and the Merger were completed on July 14, 2021 (the "Closing").
Cash proceeds of the merger were funded through a combination of AONE’s $
Proposed Merger with Nano Dimension Ltd.
On September 25, 2024, the Company entered into an Agreement and Plan of Merger (the “Nano Merger Agreement”) with Nano Dimension Ltd., an Israeli company (“Nano”), and Nano US II, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Nano (“Nano Merger Sub”), pursuant to which Nano Merger Sub will merge with and into the Company (the “Nano Merger”), with the Company surviving the Nano Merger as an indirect wholly-owned subsidiary of Nano. Following the closing of the Nano Merger (the “Nano Merger Closing”), the Company’s Common Stock (as defined below), will be delisted from the New York Stock Exchange (the “NYSE”) and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Subject to the terms and conditions set forth in the Nano Merger Agreement, at the effective time of the Nano Merger (the “Effective Time”), each outstanding share of common stock, par value $
The Nano Merger is subject to approval by Markforged’s stockholders, the receipt of required regulatory approvals and other customary closing conditions.
For further information about the Nano Merger, please refer to the Nano Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and the Company’s preliminary Proxy Statement filed on Schedule 14A with the SEC on October 21, 2024.
6
Reverse Stock Split
On September 19, 2024, the Company effected a 10-for-1 reverse stock split of the Company's Common Stock. All shares of Common Stock, stock-based instruments and per-share data included in these unaudited condensed consolidated financial statements have been retroactively adjusted as though the stock split had been effected prior to all periods presented. As a result of the reverse stock split, the Company issued
Regaining Compliance with the NYSE’s Minimum Bid Price Listing Requirement
On October 30, 2024, the NYSE notified the Company that it had regained compliance with the NYSE’s minimum bid price listing requirement pursuant to Section 802.01C of the NYSE Listed Company Manual with respect to its Common Stock because the average closing price of the Common Stock exceeded $
Delisting of Public Warrants
On September 26, 2024, the NYSE notified the Company that the NYSE had determined to delist the Company’s Public Warrants due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company did not appeal NYSE’s determination and expects that its Public Warrants will be delisted from the NYSE in the near future.
Liquidity
The Company has funded its operations to date primarily through the sale of convertible preferred stock, the proceeds from the Merger, including the sale of common stock, and the sale of its products. Management believes that existing cash will be sufficient to fund operating and capital expenditure requirements through at least one year after the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.
Currently we generate negative operating cash flows and may continue to do so as we focus on pursuing commercialization and product development. During the nine months ended September 30, 2024 and 2023 we generated net negative cash flows from operations of $
We have enacted, and intend to continue to enact, cost savings measures to preserve capital. In November 2023, we announced a cost restructuring initiative that included an approximate
7
and may require us to use our existing capital resources more quickly than we currently anticipate. These events may cause us to undertake additional cost savings measures or seek additional sources of financing.
Risks and Uncertainties
We continue to monitor, analyze, and respond to evolving developments regarding supply chain disruptions and the economic downturn. The Company is unable to predict the ultimate impact that these factors will have on the business, future results of operations, financial position or cash flows. The potential risks to the Company including certain accounting estimates around its supply chain, accounts receivable, inventory and related reserves, and intangible assets, were assessed and had no material impact as of and for the three and nine months ended September 30, 2024. There may be changes to those estimates in future periods, and actual results could differ from those estimates.
Note 2. Summary of Significant Accounting Policies
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s fiscal year end is December 31 and, unless otherwise stated, all years and dates refer to the fiscal year.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024.
Reporting Currency
The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are the currencies of the primary economic environment in which each of them operate.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include allowance for expected credit losses, reserve for excess and obsolete inventory, fair value of contingent earnout liability, fair value of earnout share awards, fair value of the private placement warrant liability, assumptions in revenue recognition, and valuation of intangibles and goodwill. The Company evaluates its estimates based on historical experience, current conditions, and various other assumptions that it believes are reasonable under the circumstances.