UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02. | Results of Operations and Financial Condition |
The information contained under the subsection “Preliminary Financial Results for the Three Months Ended December 31, 2021” in Item 7.01 below is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure |
Notes Offering
On January 31, 2022, Xometry, Inc. (the “Company”) issued a press release announcing that it intends, subject to market conditions and other factors, to offer $250 million aggregate principal amount of convertible senior notes due 2027 (the “Notes”). The Company intends to offer the Notes to the initial purchasers of the Notes pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and expects any resale of the Notes to be to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also intends to grant to the initial purchasers of the Notes an option to purchase up to an additional $37.5 million aggregate principal amount of Notes.
A copy of the press release issued by the Company announcing the launch of the offering of the Notes is filed as Exhibit 99.1 hereto.
Preliminary Financial Results for the Three Months Ended December 31, 2021
On January 31, 2022, the Company issued a press release announcing certain preliminary unaudited financial information for its fiscal quarter ended December 31, 2021. The preliminary results presented reflect the Company’s estimates based solely upon information available, and the Company’s final results could differ from these estimates due to the completion of the Company’s financial closing procedures, final adjustments and other developments that may arise between now and the time such audited consolidated financial statements for the year ended December 31, 2021 are issued. Any such change may potentially be material. Readers should exercise caution in relying on this information and should draw no inferences from this information regarding financial or operating data not provided.
A copy of the press release issued by the Company announcing the preliminary unaudited financial information for its fiscal quarter ended December 31, 2022 is filed as Exhibit 99.2 hereto.
The information in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into those filings of the Company that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release, dated January 31, 2022 | |
| 99.2 | Press release, dated January 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| XOMETRY, INC. | ||||||
| Date: January 31, 2022 | By: | /s/ Randolph Altschuler | ||||
| Randolph Altschuler | ||||||
| Chief Executive Officer | ||||||