AONE one

Item 1.01. Entry into a Material Definitive Agreement

On July 11, 2022, Markforged Holding Corporation (the “Company”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) by and between the Company and Höganäs Aktiebolag, Reg. No. 556005-0121, a limited liability company incorporated under the laws of Sweden (the “Seller”) pursuant to which the Company will acquire all of the outstanding share capital of Digital Metal AB, Reg. No. 556603-4152, a limited liability company incorporated under the laws of Sweden (“Digital Metal”). Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, the Company will pay Seller consideration composed of (i) approximately $32,000,000 payable in cash, (ii) approximately 4,100,000 unregistered shares of the Company’s common stock, par value $0.0001 (the “Stock Consideration”) and (iii) approximately $1,500,000 payable in cash to settle certain intercompany balances between the Seller and Digital Metal, subject to certain adjustments. The completion of such transaction is expected to occur in the third quarter of 2022, subject to customary conditions.

The Company has agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 5 days following the closing of the transaction to register the resale of the Stock Consideration.

The Company’s board of directors (i) determined that the Purchase Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders and (ii) approved, declared advisable and adopted the Purchase Agreement.

The Purchase Agreement includes customary representations, warranties, covenants and indemnification obligations of the Company and the Seller, including with respect to the Seller’s registration rights. There are no material relationships among the Company and the Seller or any of their respective affiliates or any of the other parties to the Purchase Agreement or the related ancillary agreements, other than in respect of such agreements.

A copy of the Purchase Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the principal terms of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement.

The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. It is not intended to provide any other factual information about the Company, the Seller or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by each of the parties to the Purchase Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, as well as by information contained in the Company’s periodic reports filed with the SEC, and may be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Seller or any of their respective subsidiaries or affiliates.

Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.