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As filed with the Securities and Exchange Commission on September 15, 2021

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DESKTOP METAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

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63 3rd Avenue

Burlington, Massachusetts 01803

Telephone: (978) 224-1244

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Meg Broderick

General Counsel

Desktop Metal, Inc.

63 3rd Avenue

Burlington, Massachusetts 01803

Telephone: (978) 224-1244

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

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With a copy to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ◻

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ◻

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (Check one):

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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 7(a)(2)(B) of the Securities Act. ◻

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting the transaction:

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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ◻

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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ◻

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CALCULATION OF REGISTRATION FEE

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2021

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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

[·], 2021

Dear Fellow Stockholder:

We cordially invite you to attend a special meeting of stockholders of The ExOne Company, a Delaware corporation (“ExOne”), to be held on [·], 2021, at [·] Eastern time (the “special meeting”) in a virtual online format. As previously announced, on August 11, 2021, ExOne entered into a merger agreement (the “Merger Agreement”) providing for the combination of ExOne with Desktop Metal, Inc., a Delaware corporation (“Desktop Metal”). At the special meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and certain related matters. The Merger Agreement provides for a business combination in which Texas Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Desktop Metal (“Merger Sub I”), will merge with and into ExOne (the “First Merger”), with ExOne surviving as a wholly owned subsidiary of Desktop Metal, and (ii) immediately thereafter, ExOne, as the surviving corporation of the First Merger, will merge (such merger, the “Second Merger” and, together with the First Merger, the “Mergers”) with and into Texas Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Desktop Metal (“Merger Sub II”), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Desktop Metal. A copy of the Merger Agreement is included as Annex A to the accompanying proxy statement/prospectus.

Under the Merger Agreement, at the effective time of the First Merger (the “Effective Time”) you will be entitled to receive for each share of ExOne common stock an amount equal to $8.50 in cash plus a number of shares of Desktop Metal Class A common stock equal to the exchange ratio set forth in the Merger Agreement (the “exchange ratio”), provided, however that such cash and stock merger consideration is subject to further adjustment as described in the accompanying proxy statement/prospectus. The exchange ratio depends on the average of the daily volume weighted averages of the trading price of Desktop Metal Class A common stock on the New York Stock Exchange (“NYSE”) on each of the 20 consecutive trading days ending on and including the trading day that is three trading days prior to the closing date (the “average stock price”). If the average stock price is greater than or equal to $9.70 per share, then the exchange ratio will be 1.7522. If the average stock price is less than $9.70 and greater than $7.94 per share, the initial exchange ratio of 1.9274 will be modified by multiplying such exchange ratio by the quotient of $8.82, divided by the average stock price. If the average stock price is less than or equal to $7.94, the exchange ratio will be 2.1416. The merger consideration will be subject to adjustment to ensure that (i) the stock consideration in the Mergers is not less than 45% of the total consideration in the Mergers, as determined for U.S. federal income tax purposes, and (ii) the number of shares of Desktop Metal Class A common stock to be issued in the Mergers does not exceed 19.9% of the issued and outstanding shares of Desktop Metal Class A common stock. Desktop Metal Class A common stock is traded on the NYSE under the trading symbol “DM” and we encourage you to obtain quotes for the Desktop Metal Class A common stock, given that part of the merger consideration is payable in shares of Desktop Metal Class A common stock.

The transaction cannot be completed unless ExOne stockholders holding at least a majority of the shares of ExOne common stock outstanding as of the close of business on [·], 2021, the record date for the special meeting, vote in favor of the adoption of the Merger Agreement at the special meeting.

Your vote is very important, regardless of the number of shares you own. The transaction cannot be completed unless the holders of at least a majority of the outstanding shares of ExOne common stock entitled to vote thereon vote to adopt the Merger Agreement. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

Even if you plan to virtually attend the special meeting, ExOne requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or via the Internet prior to the special meeting to ensure that your shares of ExOne common stock will be represented at the

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special meeting. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

The ExOne board of directors recommends that ExOne stockholders vote “FOR” each of the proposals presented at the special meeting. In considering the recommendation of the board of directors of ExOne, you should be aware that directors and executive officers of ExOne have certain interests in the transaction that may be different from, or in addition to, the interests of ExOne stockholders generally. See the sections titled “Non-Binding, Advisory Vote on Merger-Related Compensation for ExOne’s Named Executive Officers” beginning on page 127 of the accompanying proxy statement/prospectus and “Interests of ExOne’s Directors and Executive Officers in the Mergers” beginning on page 129 of the accompanying proxy statement/prospectus for a more detailed description of these interests.

In particular, we urge you to read carefully the section titled “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus. If you have any questions regarding the accompanying proxy statement/prospectus, you may contact The Proxy Advisory Group, LLC, ExOne’s proxy solicitor, by calling (212) 616 - 2181.

We urge you to read carefully and in its entirety the accompanying proxy statement/prospectus, including the annexes and the documents incorporated by reference.

On behalf of the board of directors of ExOne, thank you for your consideration and continued support.

Sincerely,

S. Kent Rockwell, Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the First Merger or other transactions described in the accompanying proxy statement/prospectus or the securities to be issued pursuant to the First Merger under the accompanying proxy statement/prospectus nor have they determined if the accompanying proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [·], 2021 and is first being mailed to ExOne stockholders on or about [·], 2021.

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The ExOne Company

127 Industry Boulevard

North Huntingdon, PA 15642

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to participate in a Special Meeting of Stockholders of The ExOne Company (“ExOne”). The meeting will be held on [·], 2021 at [·] a.m., Eastern Time, in a virtual online format. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/XONE2021SM during the meeting (the “special meeting”). At the meeting, holders of ExOne’s issued and outstanding common stock as of the record date will act upon the following matters:

Each of the proposals is more fully described in the accompanying proxy statement/prospectus of Desktop Metal and ExOne, which provides you with information about ExOne, Desktop Metal, the special meeting, the Mergers, the Merger Agreement and other related matters. The accompanying proxy statement/prospectus also includes, as Annex A, a copy of the Merger Agreement. ExOne encourages you to carefully read the accompanying proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference.

The record date for the special meeting is [·], 2021 (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to receive notice of, participate in and vote at, the special meeting and any postponements or adjournments thereof. To participate in the special meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021SM and enter the 16-digit control number found on your proxy card. Once admitted, during the special meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the special meeting by following the instructions available on the meeting website.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed and the merger consideration will not be paid unless ExOne stockholders holding at least a majority of the shares of ExOne common stock outstanding as of the close of business on the Record Date vote to approve the Merger Proposal. Whether or not you plan to virtually attend the special meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented at the special meeting. You also may vote your shares over the Internet or by telephone by following the instructions included on the proxy card. Submitting your proxy in writing, over the Internet or by telephone will not prevent you from voting electronically at the virtual special meeting.

Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of ExOne common stock entitled to vote as of the close of business on the Record Date for the special meeting. Approval of each of the Advisory Executive Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares represented at the special meeting and entitled to vote. Because the Advisory Executive Compensation Proposal is advisory, it will not be binding on ExOne, and failure to receive the vote required for approval will not change ExOne’s obligations to pay the compensation contemplated in connection with the Mergers pursuant to the terms of the applicable agreements and arrangements.

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The ExOne board of directors recommends that ExOne stockholders vote “FOR” each of the proposals presented at the special meeting.

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about The ExOne Company (“ExOne”) from other documents that ExOne has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section titled “Where You Can Find More Information.” This information is available through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning ExOne, without charge, by written or telephonic request directed to The ExOne Company, Attention: Corporate Secretary, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642, Telephone (724) 863-9663, or by written or telephonic request directed to ExOne’s proxy solicitor, The Proxy Advisory Group, LLC, 18 East 41st Street, Suite 2000 New York, New York 10017-6219, Telephone (212) 616 - 2181; or from the SEC through the SEC website at the address provided above.

You may also request a copy of this proxy statement/prospectus or other information concerning Desktop Metal, Inc. (“Desktop Metal”), without charge, by written or telephonic request directed to Desktop Metal, Inc., Attention: Jay Gentzkow, 63 3rd Avenue, Burlington, Massachusetts 01803, Telephone (781) 730-2110; or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the special meeting of ExOne stockholders to be held on [·], 2021, you must request the information no later than five business days prior to the date of the special meeting, being [·], 2021.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Desktop Metal (File No. 333-[·]), constitutes a prospectus of Desktop Metal under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A common stock, par value $0.0001 per share, of Desktop Metal (the “Desktop Metal Class A common stock”), to be issued to ExOne stockholders pursuant to the Agreement and Plan of Merger, dated as of August 11, 2021 (the “Merger Agreement”), by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc. and Texas Merger Sub II, LLC, as it may be amended from time to time. This document also constitutes a proxy statement of ExOne under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which ExOne stockholders will be asked to consider and vote on the adoption of the Merger Agreement and certain related matters.

Desktop Metal has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Desktop Metal, Texas Merger Sub I, Inc. and Texas Merger Sub II, LLC and ExOne has supplied all such information relating to ExOne.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Desktop Metal and ExOne have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated [·], 2021, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to ExOne stockholders nor the issuance by Desktop Metal of shares of its Class A common stock pursuant to the Merger Agreement will create any implication to the contrary.

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

The following are answers to some questions that you, as a stockholder of ExOne, may have regarding the proposed merger between ExOne and Desktop Metal and the proposals to be considered at the special meeting. This section does not provide all the information that might be important to you with respect to the proposed merger between ExOne and Desktop Metal. ExOne and Desktop Metal urge you to carefully read the remainder of this proxy statement/prospectus, including the annexes and the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

Q:Why am I receiving this proxy statement/prospectus?

The Mergers cannot be completed unless, among other things, ExOne’s stockholders adopt the Merger Agreement. The approval of Desktop Metal’s stockholders is not required for the Mergers to be completed.

ExOne is using this document as a proxy statement to solicit proxies from ExOne’s stockholders in connection with proposals relating to the Mergers at the special meeting. Desktop Metal is using this document as a prospectus by which Desktop Metal will offer and issue Desktop Metal Class A common stock in connection with the Mergers.

This proxy statement/prospectus contains important information about the Mergers and the other proposals being voted on at the special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending the virtual special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:What am I being asked to vote on?

The approval of Desktop Metal’s stockholders is not required for the Mergers to be completed.

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Q:Why are ExOne and Desktop Metal proposing the Mergers?

Q:What will I receive in the Mergers?

Q:What is the exchange ratio and how is it calculated?

The merger consideration will also be subject to adjustment to ensure that (a) the stock consideration in the Mergers is not less than 45% of the total consideration in the Mergers, as determined for U.S. federal income tax purposes, and (b) the number of shares of Desktop Metal Class A common stock to be issued in the Mergers does not exceed 19.9% of the issued and outstanding of shares of Desktop Metal Class A common stock.

The Merger Agreement contains two provisions that may affect the amount of the cash and stock portions of the merger consideration that you will receive for each ExOne common share exchanged in the Mergers.

The first provision is that the calculation of the exchange ratio is subject to a 10% bilateral collar. If the average stock price (as defined above) is less than $9.70 and greater than $7.94 per share, the initial exchange ratio of 1.9274 will be modified by multiplying such exchange ratio by the quotient of $8.82, divided by the average stock price. If the average stock price is greater than or equal to $9.70, the exchange ratio will be 1.7522. If the average stock price is less than or equal to $7.94, the exchange ratio will be 2.1416. The average stock price and resultant exchange ratio become fixed three trading days prior to the Effective Time of the Mergers. As a result, you are not likely to receive $17.00 in shares of Desktop Metal based on the difference between the stock price at the time the Merger Agreement was negotiated, the average stock price and the price of Desktop Metal Class A common shares at the Effective Time of the Mergers. See “Risk Factors.”

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The Merger Agreement also includes two additional conditions which may result in adjustments to both the cash portion and stock portion of the merger consideration. The first possible adjustment ensures that the total number of shares of Desktop Metal Class A common stock to be issued in the Mergers does not exceed 19.9% of the issued and outstanding of shares of Desktop Metal Class A common stock outstanding immediately prior to the Effective Time of the Mergers. In the event that this adjustment is triggered, then the cash portion of the merger consideration of $8.50 per share will be increased and the number of Desktop Metal Class A common shares to be issued in exchange for each ExOne share will be decreased to the extent required to ensure that the total number of Desktop Metal Class A common shares to be issued to ExOne stockholders does not exceed the 19.9% limitation. This adjustment mechanism is necessary to ensure that Desktop Metal satisfies certain regulatory restrictions regarding issuing common shares without stockholder approval imposed by the NYSE with respect to issuance of Desktop Metal Class A common stock. The second possible adjustment permits the exchange ratio and the cash portion of the merger consideration to be adjusted to ensure that the stock consideration in the Mergers is not less than 45% of the total consideration in the Mergers, as determined for U.S. federal income tax purposes. This adjustment mechanism is intended to ensure that the Mergers retain eligibility to be recognized as a “reorganization” within the meaning of Section 368(a) of the Code (as defined below). This adjustment would occur if there is a very significant and sustained decrease in the value per share of Desktop Metal Class A common stock during the twenty day period on which the average stock price is based or during the three trading days after the date when the exchange ratio is fixed until the Effective Time of the Mergers. If that occurs, then the cash portion of the merger consideration would be reduced to the extent required to preserve the intended tax treatment of the Mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code; provided, however, that in no event will the exchange ratio be adjusted if such adjustment would result in the total number of Desktop Metal Class A common shares exceeding the 19.9% limitation. See the section titled “The Mergers—Merger Consideration”.

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Because a significant amount of the merger consideration is being paid in Desktop Metal Class A common shares subject to the adjusted exchange ratio as described above, you are likely to receive total merger consideration that is more than or less than $25.50 for each ExOne common share being exchanged in the Mergers.

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The trading price of Desktop Metal Class A common shares on NYSE may fluctuate significantly from the date of the Merger Agreement to the Effective Time. Fluctuations in the trading price are particularly important during the twenty consecutive trading day period used to calculate the average share price for the exchange ratio, as described above, and during the three trading days after the date when the exchange ratio is fixed until the Effective Time of the Mergers.

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It is impossible to accurately predict the market price of Desktop Metal Class A common stock during the period over which the average stock price is calculated or at the Effective Time, and therefore impossible to accurately predict the value of the shares of Desktop Metal Class A common stock that ExOne stockholders will receive as a result of the Mergers. Those prices will not be known at the time of the special meeting and may be more or less than the current price or the price at the time of the special meeting. See “Risk Factors.”

Based on the closing stock price of Desktop Metal Class A common stock on the NYSE on September 7, 2021, the latest practicable date before the mailing of this proxy statement/prospectus, of $8.84, and assuming the Mergers closed on September 7, 2021, the applicable exchange ratio would be 2.0342 and the value of the merger consideration would be $26.48 for each share of ExOne common stock. See the section titled “Comparative Per Share Market Price Information”. We urge you to obtain current market quotations of Desktop Metal Class A common stock. See the section titled “Where You Can Find More Information”.

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Vested Stock Options. Pursuant to the Merger Agreement, at the Effective Time, each vested ExOne Option (including any ExOne Options that vest at the Effective Time) granted under ExOne’s 2013 Equity Incentive Plan, that is outstanding and unexercised immediately prior to the Effective Time, will be cancelled and the holder of such ExOne Option will be entitled to receive an amount equal to the product of (i) the excess, if any, of (A) the merger consideration over (B) the exercise price of such ExOne Option, multiplied by (ii) the number of ExOne Shares subject to such ExOne Option, less applicable tax withholdings. In the event the per share exercise price payable with respect to any ExOne Option exceeds the merger consideration, then such ExOne Option will be cancelled without payment of any consideration with respect thereto. The consideration payable in respect of ExOne Options will be paid in the same proportion of cash and Desktop Metal Class A common Stock as the proportion of cash and Desktop Metal Class A common stock payable for ExOne Shares, and, if applicable, cash will be paid in lieu of fractional shares of Desktop Metal Class A common stock.

COC Restricted Stock Awards. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award of ExOne Shares that is subject to the terms of The ExOne Change of Control Severance Plan (the “ExOne Severance Plan”, and each award, an “ExOne COC Restricted Stock Award”) that is outstanding, will vest as of the Effective Time in accordance with the terms of ExOne’s Severance Plan and (i) any ExOne Shares subject to the vested portion of the ExOne COC Restricted Stock Award will be cancelled, with the holder of such ExOne Restricted Stock Award becoming entitled to receive the merger consideration with respect thereto and (ii) any portion of the ExOne COC Restricted Stock Award that remains subject to any vesting, forfeiture or other lapse restrictions after the Effective Time (after taking account of accelerated vesting granted under the ExOne Severance Plan) will be assumed and converted at the Effective Time into an award of restricted shares of Desktop Metal Class A common stock (each a “Desktop Metal Restricted Stock Award”) consisting of a number of shares of Desktop Metal Class A common stock (rounded to the nearest whole share) equal to the product of (a) the number of remaining unvested ExOne Shares subject to such ExOne COC Restricted Stock Award multiplied by (b) the Exchange Ratio. Each Desktop Metal Restricted Stock Award issued pursuant to Merger Agreement will continue to have, and will be subject to, the same terms and conditions, including vesting and acceleration of vesting terms and conditions, as those that applied to the corresponding ExOne COC Restricted Stock Award immediately prior to the Effective Time, except that each reference to ExOne shall be deemed to be a reference to Desktop Metal.

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Non-COC Restricted Stock Awards. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock award of ExOne Shares that is not subject to ExOne’s Severance Plan, (each, a “Non-COC ExOne Restricted Stock Award”), that is outstanding, will vest as of the Effective Time and will be cancelled, with the holder of such Non-COC ExOne Restricted Stock Award becoming entitled to receive the merger consideration in respect of each ExOne Share subject to such Non-COC ExOne Restricted Stock Award.

ESPP Awards. Pursuant to the Merger Agreement, at the Effective Time, each award granted under the 2021 Executive Stock Performance Program (each, an “ESPP Award”) that is outstanding will be converted into ExOne Shares with the number of ExOne Shares determined based on actual performance for the portion of the performance period through the Effective Time as reasonably determined by the compensation committee of ExOne. Such ExOne shares will vest as of the Effective Time in accordance with the terms of ExOne’s Severance Plan and (i) the ExOne Shares subject to the vested portion of the ESPP Award will be cancelled, with the holder of such vested portion of the ESPP Award becoming entitled to receive the merger consideration, and (ii) the unvested portion of the ESPP Award will be subject to the service-based vesting terms provided under the ESPP Award and, to the extent unvested at the Effective Time, will be assumed and converted at the Effective Time into a Desktop Metal Restricted Stock Award. Each Desktop Metal Restricted Stock Award issued pursuant to Merger Agreement in connection with the unvested portion of an ESPP Award will continue to have, and will be subject to, the same terms and conditions, including vesting and acceleration of vesting terms and conditions, as those that applied to the corresponding unvested portion of such ESPP Award immediately prior to the Effective Time, except that each reference to ExOne shall be deemed to be a reference to Desktop Metal.

Q:When and where is the special meeting?

Q:What do I need to do now?

Q:What constitutes a quorum for the special meeting?

Q:What is the vote required to approve each proposal?

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Q:Why is my vote important?

The approval of Desktop Metal’s stockholders is not required for the Mergers to be completed.

If on [·], 2021, your shares were held in an account at a broker, bank or other similar organization as your nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting.

The form in which you own your shares affects how you vote your shares and how you can change your vote.

To attend, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021SM and enter the 16-digit control number found on your proxy card or voting instruction form sent to you by your bank, broker or other nominee. Once admitted, during the special meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the special meeting by following the instructions available on the meeting website.

Access to the meeting platform will begin at [·] a.m. Eastern Time on [·], 2021. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting website login page at www.virtualshareholdermeeting.com/XONE2021SM. Technical support will be available beginning at [·] a.m. Eastern Time on [·], 2021 and will remain available until the meeting has ended.

Rules for the conduct of the special meeting will be available on the meeting website. To obtain a copy of the rules of conduct for the special meeting in advance of the special meeting, please submit an email to us through our website at www.investor.exone.com/contact-us.

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Regardless of whether you plan to participate in the special meeting, it is important that your shares be represented and voted at the special meeting. Accordingly, we encourage you vote in advance of the special meeting.

If you are a stockholder of record, you may vote by proxy via telephone, over the Internet or by returning a proxy card, or you may vote online at the special meeting. Regardless of whether you plan to participate in the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still participate in the special meeting and vote online during the special meeting if you have already voted by proxy.

The deadline for voting via the Internet or by telephone is 11:59 p.m. Eastern Time on [·], 2021.

If you sign and return your proxy card but do not mark your card to instruct the proxies how to vote your shares of ExOne common stock on each proposal, your shares of ExOne common stock will be voted as recommended by the ExOne Board.

If you are a beneficial owner, you may vote your shares by directing the broker, bank or other similar organization that holds your shares as your nominee on how to vote the shares in your account, or you may vote online at the special meeting. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing.

Q:What if I return a proxy card but do not make specific choices?

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broker or other nominee cannot vote your shares of ExOne common stock without your specific voting instructions. Because the only proposals for consideration at the special meeting are non-routine proposals, it is not expected that there will be any broker non-votes at the special meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote “AGAINST” the Merger Proposal and (ii) no effect on the outcome of the Advisory Executive Compensation Proposal or the Adjournment Proposal.

Q:Can I change my vote?

A revocation or later-dated proxy received by ExOne after the vote will not affect the vote.

If you are a beneficial holder (and hold your shares in “street name” through a bank, broker or other nominee), you should contact your bank, broker or other nominee to revoke your proxy or change your vote in accordance with their instructions.

Q:What happens if I fail to submit a proxy or I abstain from voting?

Q:What are the material U.S. federal income tax consequences of the Mergers to ExOne stockholders?

An opinion of counsel represents counsel’s best legal judgment and is not binding on the Internal Revenue Service (the “IRS”) or the courts, which may not agree with the conclusions set forth in such opinion. Neither Desktop Metal nor ExOne has sought or will seek a ruling from the IRS as to the U.S. federal income tax consequences of the Mergers. Accordingly, this discussion neither binds the IRS nor precludes it from adopting a contrary position, and there can be no assurance that the IRS or a court would not disagree with or challenge any of the conclusions described herein. If the IRS successfully

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challenges the reorganization status of the Mergers, U.S. holders (as defined under “Material U.S. Federal Income Tax Consequences”) will be treated as if they sold their ExOne common stock in a fully taxable transaction.

Provided that the Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of ExOne common stock will generally recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of cash received by the U.S. holder (other than cash received in lieu of a fractional share of Desktop Metal Class A common stock) and (ii) the amount by which the sum of the amount of such cash and the fair market value of the Desktop Metal Class A common stock received by the U.S. holder exceeds the U.S. holder’s tax basis in its ExOne common stock (other than the portion of the basis attributable to the cash received in lieu of a fractional share of Desktop Metal Class A common stock). Additionally, a U.S. holder of ExOne common stock will generally recognize gain or loss with respect to cash received in lieu of a fractional share of Desktop Metal Class A common stock equal to the difference, if any, between the amount of cash received and the tax basis in the fractional share.

For further information, see “Material U.S. Federal Income Tax Consequences.”

The U.S. federal income tax consequences described above may not apply to all holders of ExOne common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the Mergers to you.

If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of ExOne common stock will have an initial basis in the Desktop Metal Class A common stock received in the Mergers equal to the fair market value of such Desktop Metal Class A common stock as of the Effective Time of the Mergers.

Q:Are ExOne stockholders entitled to appraisal or dissenters’ rights?

Q:Should I send in my ExOne stock certificates now?

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Q:Whom may I contact if I cannot locate my ExOne stock certificate(s)?

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

Q:When do you expect to complete the Mergers?

Q:What happens if the Mergers are not completed?

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

Q:Is the completion of the Mergers subject to a financing condition?

A:No. The completion of the Mergers is not subject to any financing condition.

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

(724) 863-9663

Attention: Corporate Secretary

or

The Proxy Advisory Group, LLC

18 East 41st Street, Suite 2000

New York, New York 10017-6219

(212) 616-2181

​

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SUMMARY

The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as an ExOne stockholder. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section titled “Where You Can Find More Information.”

Parties to the Mergers (Page 70)

The ExOne Company (“ExOne”)

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

(877) 773-9663

ExOne is a global provider of 3D printing machines and 3D printed and other products, materials and services to industrial customers. ExOne’s business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for its customers using its global installed base of 3D printing machines. ExOne’s machines serve direct and indirect applications. Direct printing produces a component; indirect printing makes a tool to produce a component. ExOne offers its pre-production collaboration and print products for customers through its network of ExOne Adoption Centers. ExOne also supplies the associated materials, including consumables and replacement parts, and other services, including training and technical support, that are necessary for purchasers of its 3D printing machines to print products.

ExOne’s common stock is listed on the Nasdaq under the symbol “XONE”.

Desktop Metal, Inc. (“Desktop Metal”)

63 3rd Avenue

Burlington, Massachusetts 01803

(978) 224-1244

Desktop Metal is pioneering a new generation of additive manufacturing technologies focused on Additive Manufacturing 2.0, the volume production of end-use parts. Desktop Metal offers a comprehensive portfolio of integrated additive manufacturing solutions comprised of hardware, software, materials and services, with support for metals, composites, polymers, ceramics, sands, biocompatible materials, wood and elastomers. 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.

Desktop Metal’s Class A common stock is listed on the NYSE under the symbol “DM”.

Texas Merger Sub I, Inc. (“Merger Sub I”)
c/o Desktop Metal, Inc.

63 3rd Avenue

Burlington, Massachusetts 01803

(978) 224-1244

Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Desktop Metal, was formed solely for the purpose of facilitating the First Merger. Merger Sub I has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the First Merger, Merger Sub I will be merged with and into ExOne, with ExOne surviving the First Merger as a wholly owned subsidiary of Desktop Metal.

Texas Merger Sub II, LLC (“Merger Sub II”)
c/o Desktop Metal, Inc.
63 3rd Avenue

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Burlington, Massachusetts 01803

(978) 224-1244

Texas Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Desktop Metal, was formed solely for the purpose of facilitating the Second Merger. Merger Sub II has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Second Merger, ExOne (as the surviving entity of the First Merger) will be merged with and into Merger Sub II, with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Desktop Metal.

The Merger Agreement

The terms and conditions of the transaction are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the transaction.

The Merger Agreement provides for two mergers, which will occur in immediate succession and which we refer to collectively as the “Mergers.” First, Merger Sub I will merge with and into ExOne, with ExOne as the surviving corporation. Second, ExOne (as the surviving entity of the First Merger) will merge with and into Merger Sub II, with Merger Sub II surviving the Mergers as a wholly owned subsidiary of Desktop Metal.

Following the Effective Time, ExOne common stock will be delisted from the Nasdaq and cease to be publicly traded.

Merger Consideration (Page 103)

At the Effective Time, each share of ExOne common stock issued and outstanding immediately prior to the Effective Time (other than the shares that are owned by Desktop Metal, ExOne, Merger Sub I or Merger Sub II or the shares held by any person who has not voted in favor of, or consented to, the Mergers and properly demands appraisal of such shares under Delaware law) will be converted into the right to receive (i) $8.50 in cash and (ii) a number of shares of Desktop Metal Class A common stock equal to the exchange ratio provided, however that such cash and stock merger consideration is subject to further adjustment as described herein. If the average stock price is greater than or equal to $9.70 per share, then the exchange ratio will be 1.7522. If the average stock price is less than $9.70 and greater than $7.94 per share, the initial exchange ratio of 1.9274 will be modified by multiplying such exchange ratio by the quotient of $8.82 divided by the average stock price. If the average stock price is less than or equal to $7.94, the exchange ratio will be 2.1416. The “average stock price” is based on the average of the daily volume weighted averages of the trading prices of Desktop Metal Class A common stock on the NYSE on each of the twenty consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the Effective Time of the Mergers. The merger consideration will be subject to adjustment to ensure that (i) the stock consideration in the Mergers is not less than 45% of the total consideration in the Mergers, as determined for U.S. federal income tax purposes, and (ii) the number of shares of Desktop Metal Class A common stock to be issued in the Mergers does not exceed 19.9% of the issued and outstanding shares of Desktop Metal Class A common stock.

Treatment of ExOne Equity Compensation Awards (Page 106)

Unvested ExOne Options

At the Effective Time, each unvested ExOne Option that is outstanding and unexercised will be assumed by Desktop Metal and converted into a Desktop Metal Option Award with the number of underlying shares and the exercise price determined based on the Exchange Ratio. Each such Desktop Metal Option Award will continue to have, and will be subject to, the same terms and conditions, including vesting and acceleration of vesting terms and conditions, as those that applied to the corresponding ExOne Option immediately prior to the Effective Time.

Vested ExOne Options

At the Effective Time, each vested ExOne Option (including any ExOne Options that vest at the Effective Time) that is outstanding and unexercised, will be cancelled and the holder of such ExOne Option will be entitled to receive an amount equal to the product of (i) the excess, if any, of (A) the merger consideration over (B) the exercise price of such ExOne Option, multiplied by (ii) the number of shares of ExOne common stock subject to such ExOne Option, less applicable tax withholdings. In the event the per

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share exercise price payable with respect to any ExOne Option exceeds the merger consideration, then such ExOne Option will be cancelled without payment of any consideration with respect thereto.

COC Restricted Stock Awards

At the Effective Time, each ExOne COC Restricted Stock Award that is outstanding will vest as of the Effective Time in accordance with the terms of ExOne’s Severance Plan and (i) any shares of ExOne common stock subject to the vested portion of the ExOne COC Restricted Stock Award will be cancelled, with the holder of such ExOne Restricted Stock Award becoming entitled to receive the merger consideration with respect thereto and (ii) any portion of the ExOne COC Restricted Stock Award that remains subject to any vesting, forfeiture or other lapse restrictions after the Effective Time (after taking account of accelerated vesting granted under the ExOne Severance Plan) will be assumed and converted at the Effective Time into a Desktop Metal Restricted Stock Award consisting of a number of shares of Desktop Metal Class A common stock determined based on the Exchange Ratio. Each such Desktop Metal Restricted Stock Award will continue to have, and will be subject to, the same terms and conditions, including vesting and acceleration of vesting terms and conditions, as those that applied to the corresponding ExOne COC Restricted Stock Award immediately prior to the Effective Time.

Non-COC Restricted Stock Awards

At the Effective Time, each Non-COC ExOne Restricted Stock Award that is outstanding will vest as of the Effective Time and will be cancelled, with the holder of such Non-COC ExOne Restricted Stock Award becoming entitled to receive the merger consideration in respect of each ExOne Share subject to such Non-COC ExOne Restricted Stock Award.

ESPP Awards

At the Effective Time, each ESPP Award that is outstanding will be converted into shares of ExOne common stock with the number of shares of ExOne common stock determined based on actual performance for the portion of the performance period through the Effective Time, as reasonably determined by the compensation committee of ExOne. Such shares of ExOne common stock will vest as of the Effective Time in accordance with the terms of ExOne’s Severance Plan and (i) the shares of ExOne common stock subject to the vested portion of the ESPP Award will be cancelled, with the holder of such vested portion of the ESPP Award becoming entitled to receive the merger consideration, and (ii) the unvested portion of the ESPP Award will be subject to the service-based vesting terms provided under the ESPP Award and, to the extent unvested at the Effective Time, will be assumed and converted at the Effective Time into a Desktop Metal Restricted Stock Award. Each such Desktop Metal Restricted Stock Award issued in connection with the unvested portion of an ESPP Award will continue to have, and will be subject to, the same terms and conditions, including vesting and acceleration of vesting terms and conditions, as those that applied to the corresponding unvested portion of such ESPP Award immediately prior to the Effective Time.

ExOne’s Reasons for the Mergers; Recommendation of the ExOne Board (Page 81)

The ExOne Board has (i) determined that it is fair to, advisable and in the best interests of ExOne and its stockholders for ExOne to enter into the Merger Agreement and effect the Mergers and other transactions contemplated thereby, (ii) authorized, approved and adopted the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby (including the Mergers) on behalf of ExOne, (iii) directed that the Merger Proposal, the Advisory Executive Compensation Proposal and the Adjournment Proposal be submitted to the ExOne stockholders for consideration and (iv) recommended that ExOne stockholders vote in favor of such proposals. In doing so, the ExOne Board considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of each of ExOne and Desktop Metal and certain anticipated effects of the Mergers on the combined company. In making its determination, the ExOne Board considered a number of factors, which are described in greater detail in the section titled “The Mergers—ExOne’s Reasons for the Mergers; Recommendation of the ExOne Board.”

Opinion of ExOne’s Financial Advisor (Page 85)

Opinion of Stifel Nicolaus & Company, Incorporated (“Stifel”)

ExOne engaged Stifel to act as financial advisor to ExOne in connection with the proposed merger transaction. As part of that engagement, the ExOne Board, in its capacity as such, 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 the holders of shares of ExOne common stock (other than treasury shares

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and shares held by Desktop Metal or the Merger Subs) of the merger consideration to be received by such holders for their ExOne shares pursuant to the Merger Agreement.  At a meeting of the ExOne Board held on August 11, 2021, Stifel delivered to the ExOne Board its oral opinion, which opinion was confirmed by the delivery of a written opinion, dated August 11, 2021, that, as of the date of such opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the merger consideration to be received by holders of ExOne shares (other than treasury shares and shares held by Desktop Metal or the Merger Subs), was fair, from a financial point of view, to such holders.

The full text of the written opinion of Stifel, dated August 11, 2021, is attached as Annex D to this proxy statement/prospectus and is incorporated into this document by reference.  This summary of Stifel’s opinion set forth in this proxy statement/ prospectus is qualified in its entirety by reference to the full text of the opinion.  ExOne stockholders are urged to read the 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 opinion.  The opinion was for the information of, and was directed to, the ExOne Board (in its capacity as such) in connection with its consideration of the financial terms of the Mergers.  The opinion addressed only the fairness, from a financial point of view, of the merger consideration to be received by holders of ExOne shares (other than treasury shares and shares held by Desktop Metal or the Merger Subs). It did not address the underlying business decision of ExOne to engage in the Mergers or enter into the Merger Agreement or constitute a recommendation to the ExOne Board in connection with the Mergers, and it does not constitute a recommendation to any holder of ExOne common stock or any stockholder of any other entity as to how to vote in connection with the Mergers or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should exercise any appraisal or dissenter’s rights or enter into a voting, stockholders’, affiliates’ or other agreement with respect to the Mergers.

Risk Factors (Page 30)

In evaluating the Mergers and the proposals to be considered and voted on at the ExOne special meeting, you should carefully review and consider the risk factors summarized below and set forth in the section titled “Risk Factors.” The occurrence of one or more of the events or circumstances summarized below or in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Desktop Metal and ExOne to complete the Mergers and (ii) the business, cash flows, financial condition and results of operations of Desktop Metal following consummation of the Mergers.

The following is only a summary of principal risks that are related to the Mergers, the business of Desktop Metal and the business of Desktop Metal following the Mergers. Such risks are discussed in more detail below in the section titled “Risk Factors” and you should read the Risk Factors section carefully and in its entirety. Some of these risks include, but are not limited to, the following risks:

Risk Factors Relating To The Mergers

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Risk Factors Relating To Desktop Metal Following The Mergers

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Risk Factors Relating To Desktop Metal’s Business

Information About the Special Meeting (Page 66)

Date, Time, Place and Purpose of the Special Meeting (Page 66)

The special meeting to consider and vote on the adoption of the Merger Agreement, which we refer to as the special meeting, will be held on [·], 2021, at [·] Eastern time, via a live interactive audio webcast on the Internet at www.virtualshareholdermeeting.com/XONE2021SM.

At the special meeting, ExOne stockholders will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement, (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ExOne’s named executive officers in connection with the Mergers and (iii) one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement.

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Record Date and Quorum (Page 66-67)

You are entitled to receive notice of, and to vote at, the special meeting if you are a stockholder of record of shares of ExOne common stock as of the close of business on [·], 2021, the Record Date. On the Record Date, there were [·] shares of ExOne common stock outstanding and entitled to vote. You will have one vote on all matters properly coming before the special meeting for each share of ExOne common stock that you owned on the Record Date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if the holders of a majority of all outstanding shares of ExOne common stock entitled to vote as of the Record Date are present virtually at the special meeting or represented by proxy.

Additionally, the ExOne bylaws and the DGCL provide that if a quorum shall fail to attend any meeting, the Chairman of the meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum shall be present.

Vote Required (Page 67)

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ExOne common stock entitled to vote thereon as of the Record Date. Votes to abstain will not be counted as votes cast in favor of the adoption of the Merger Agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote electronically at the special meeting or if you vote to abstain, each will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

The approval of each of the Advisory Executive Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares represented at the special meeting and entitled to vote as of the Record Date. An abstention occurs when an ExOne stockholder returns a proxy with an “abstain” instruction or virtually attends the special meeting and votes to abstain from voting. Abstentions will have the same effect as votes “AGAINST” the Advisory Executive Compensation Proposal and the Adjournment Proposal. If you fail to submit a proxy or fail to instruct your bank, broker or other nominee to vote, assuming a quorum is present at the special meeting, it will have no effect on the outcome of the Advisory Executive Compensation Proposal or the Adjournment Proposal. As of the Record Date, the directors and executive officers of ExOne beneficially owned and were entitled to vote, in the aggregate, [·] shares of ExOne common stock, representing approximately [·]% of the outstanding shares of ExOne common stock as of the close of business on the Record Date. The directors and executive officers of ExOne have informed ExOne that they currently intend to vote all such shares of ExOne common stock “FOR” the Merger Proposal, “FOR” the Advisory Executive Compensation Proposal and “FOR” the Adjournment Proposal.

Proxies and Revocations (Page 69)

Any stockholder of record entitled to vote at the special meeting may vote by proxy via telephone, over the Internet or by returning a proxy card, or may vote online at the special meeting. If your shares of ExOne common stock are held in an account at a broker, bank or other similar organization as your nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing.

If you are a record holder of ExOne common stock, you can revoke your proxy and change your vote at any time before the final vote at the meeting by (i) submitting another properly completed proxy card with a later date, (ii) submitting a later proxy via the Internet or by telephone before the closing of those voting facilities at 11:59 p.m., Eastern Time on [·], 2021, (iii) by participating in the virtual online special meeting and voting at the meeting or (iv) sending a written notice that you are revoking your proxy to our Corporate Secretary at The ExOne Company, 127 Industry Boulevard, North Huntingdon, Pennsylvania, 15642.

Interests of ExOne’s Directors and Executive Officers in the Mergers (Page 129)

The directors and executive officers of ExOne have certain interests in the Mergers that may be different from or in addition to those of ExOne stockholders generally. These interests include the treatment in the transaction of ExOne equity compensation awards, severance protections under the applicable executive officer’s employment agreement, retention awards, and certain other

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rights held by ExOne’s directors and executive officers, and the indemnification of former ExOne directors and officers by Desktop Metal. The ExOne Board was aware of and considered these interests, among other matters, in reaching its decisions to (i) approve the transaction, (ii) approve and declare advisable the Merger Agreement, and (iii) resolve to recommend the adoption of the Merger Agreement by ExOne stockholders. See the sections titled “Non-Binding, Advisory Vote on Merger-Related Compensation for ExOne’s Named Executive Officers” and “Interests of ExOne’s Directors and Executive Officers in the Mergers” for a more detailed description of these interests.

Regulatory Approvals (Page 99)

Completion of the Mergers is conditioned upon the receipt of certain governmental clearances or approvals, including, but not limited to, the expiration or termination of all applicable waiting periods, and any extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and certain other governmental consents and approvals.

In the Merger Agreement, Desktop Metal and ExOne have agreed to use their respective reasonable best efforts, subject to certain limitations, to take, or cause to be taken, all actions necessary, proper or advisable under applicable regulatory law to consummate the transactions contemplated by the Merger Agreement, including making appropriate filings under any required regulatory law and any other necessary, proper or advisable registrations, filings and notices. The process for obtaining the requisite regulatory clearances and approvals for the Mergers is ongoing.

Under the HSR Act, certain transactions, including the Mergers, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger Notification and Report Form (the “HSR notification”) with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”). A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar- day waiting period following the parties’ filings of their respective HSR notifications or the termination of that waiting period, including with respect to any Second Request (as defined below) that extends the waiting period. The parties’ HSR notifications were filed with the FTC and the DOJ on August 25, 2021.

These requirements are described in more detail under “The Merger Agreement—Efforts to Complete the Mergers.” The regulatory approvals required for completion of the Mergers are further described under “The Mergers—Regulatory Approvals Required for the Mergers.”

Appraisal Rights of ExOne Stockholders (Page 105)

ExOne stockholders have appraisal rights under the DGCL in connection with the First Merger. ExOne stockholders who do not vote in favor of the adoption of the Merger Agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder, subject to certain limitations in the DGCL. Any shares of ExOne common stock held by an ExOne stockholder on the date such holder makes an appraisal demand, who continues to own shares through the Effective Time, who has not voted in favor of the adoption of the Merger Agreement and who has demanded appraisal for such shares in accordance with the DGCL will not be converted into a right to receive the merger consideration, unless such ExOne stockholder fails to perfect, withdraws or otherwise loses such stockholder’s appraisal rights under the DGCL. If, after the consummation of the First Merger, such holder of ExOne common stock fails to perfect, withdraws or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the consummation of the First Merger into a right to receive the merger consideration. The relevant provisions of the DGCL are included as Annex E to this proxy statement/prospectus.

You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising your appraisal rights, ExOne stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section titled “Appraisal Rights of ExOne Stockholders” for additional information, and the text of Section 262 of the DGCL reproduced in its entirety as Annex E to this proxy statement/prospectus.

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Conditions to Completion of the Mergers (Page 107)

As more fully described in this proxy statement/prospectus and in the Merger Agreement, the obligation of each of Desktop Metal, ExOne, Merger Sub I and Merger Sub II to complete the First Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions, including the following:

Desktop Metal and ExOne cannot be certain when, or if, the conditions to the Mergers will be satisfied (or, to the extent permitted by law, waived), or that the Mergers will be completed.

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​
No Solicitation of Acquisition Proposals (Page 110)

The Merger Agreement provides that, subject to certain exceptions, ExOne will not, and will cause its representatives and its subsidiaries not to, directly or indirectly:

The Merger Agreement further provides that ExOne will, and will cause its representatives to, (i) immediately cease and terminate (or cause to be terminated) all existing discussions or negotiations with any person with respect to any ExOne acquisition proposal, other than the transactions contemplated by the Merger Agreement, (ii) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential ExOne acquisition proposal and (iii) terminate access by any such person and its affiliates and representatives to any data room (virtual, online or otherwise) maintained by or on behalf of ExOne and its subsidiaries.

The term “ExOne acquisition proposal” is defined under “The Merger Agreement—ExOne Acquisition Proposals.”

No Change in Recommendation (Page 112)

Under the Merger Agreement, subject to certain exceptions, neither the ExOne Board nor any committee thereof may (i) withhold, withdraw, qualify or modify, in each case in a manner adverse to Desktop Metal, the ExOne recommendation; (ii) adopt, authorize, recommend, endorse or otherwise declare advisable (or publicly propose to adopt, authorize, recommend or endorse) any ExOne acquisition proposal or any offer or proposal that would reasonably be expected to lead to an ExOne acquisition proposal; (iii) approve or cause ExOne to enter into any merger agreement, letter of intent or similar agreement relating to any ExOne acquisition proposal, or any agreement that could lead to an ExOne acquisition proposal; (iv) fail to include ExOne’s recommendation of the approval of the Merger Proposal in this proxy/statement prospectus; (v) take any action or make any recommendation or public statement in connection with a tender offer or exchange offer other than an unequivocal recommendation against such offer; or (vi) resolve or agree to do any of the foregoing.

The Merger Agreement provides, however, that if ExOne receives a bona fide written ExOne acquisition proposal prior to obtaining the approval of ExOne’s stockholders that did not arise or result from a breach of ExOne’s nonsolicitation obligations, the ExOne Board may, subject to certain conditions, change its recommendation to concurrently enter into a definitive agreement to effect an ExOne superior proposal (as defined below) if the ExOne Board determines in good faith (after consultation with ExOne’s outside legal counsel and financial advisor) that an ExOne acquisition proposal constitutes an ExOne superior proposal.

The Merger Agreement also provides that the ExOne Board may change its recommendation subject to certain conditions in response to an ExOne intervening event if the ExOne Board determines in good faith (after consultation with ExOne’s outside counsel) that failure to make an ExOne adverse recommendation change (as defined below) would be inconsistent with its fiduciary duties under applicable law. Following any such ExOne adverse recommendation change, the Merger Agreement provides that Desktop Metal may terminate the Merger Agreement and receive payment of a termination fee from ExOne.

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The term “ExOne superior proposal” is defined under “The Merger Agreement—ExOne Acquisition Proposals”, and the terms “ExOne intervening event” and “ExOne adverse recommendation change” are defined under “The Merger Agreement—ExOne Change in Recommendation; Termination for Superior Proposal.”

Termination of the Merger Agreement (Page 120)

The Merger Agreement may be terminated at any time before the completion of the Mergers, whether before or after the approval of the Merger Proposal, in any of the following ways:

The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, each party may be obligated to pay the other party a termination fee of $11.5 million.

Accounting Treatment (Page 100)

Desktop Metal prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Mergers will be accounted for using the acquisition method of accounting. Desktop Metal will be treated as the acquirer for accounting purposes.

Material U.S. Federal Income Tax Consequences (Page 208)

It is the intention of Desktop Metal and ExOne that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the Mergers, taken together, qualify as a “reorganization,” a U.S. holder of ExOne common stock will generally recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of cash received by the U.S. holder (other than cash received in lieu of a fractional share of Desktop Metal Class A common stock) and (ii) the amount by which the sum of the amount of such cash and the fair market value of the Desktop Metal Class A common stock received by the U.S. holder exceeds the U.S. holder’s tax basis in its ExOne common stock (other than the portion of the basis attributable to the cash received in lieu of a fractional share of Desktop Metal Class A common stock). Additionally, a U.S. holder of ExOne common stock will generally recognize gain or loss with respect to cash received in lieu of a fractional share of Desktop Metal Class A common stock equal to the difference, if any, between the amount of cash received and the tax basis in the fractional share. You should read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences relating to the Mergers. Tax matters can be complicated and the tax consequences of the Mergers to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the Mergers to you.

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Comparison of Stockholders’ Rights (Page 211)

The rights of ExOne stockholders are governed by its restated certificate of incorporation, as amended (the “ExOne charter”), its bylaws, as amended (the “ExOne bylaws”), and the DGCL. Your rights as a stockholder of Desktop Metal will be governed by Desktop Metal’s restated certificate of incorporation, as amended through December 9, 2020 (the “Desktop Metal charter”) and Desktop Metal’s bylaws, as amended through December 9, 2020 (the “Desktop Metal bylaws”) and by the DGCL. Your rights under the Desktop Metal charter and the Desktop Metal bylaws will differ in some respects from your rights under the ExOne charter and the ExOne bylaws. For more detailed information regarding a comparison of your rights as a stockholder of ExOne and Desktop Metal, see the section titled “Comparison of Stockholders’ Rights.”

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Table of Contents

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF DESKTOP METAL

The following table presents summary historical consolidated financial data for Desktop Metal as of and for the fiscal years ended December 31, 2020 and 2019, and as of June 30, 2021 and for the six months ended June 30, 2021 and June 30, 2020. The statement of operations information for each of the two years in the period ended December 31, 2020 and the balance sheet information as of December 31, 2020 and 2019 have been obtained from Desktop Metal’s audited consolidated financial statements contained elsewhere in this proxy statement/prospectus. The financial data as of June 30, 2021 and for the six months ended June 30, 2021 and June 30, 2020 have been obtained from Desktop Metal’s unaudited consolidated financial statements which are included elsewhere in this proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Desktop Metal’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 and Desktop Metal’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, including “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the consolidated financial statements and related notes therein.