Markforged Holding Corp 2024年度报告

Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ 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 thepreceding 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 thepast 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-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).YES☒NO☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ Based on the closing price as reported on the New York Stock Exchange, the aggregate market value of the Registrant’s Common Stock held by non-affiliates onJune 30, 2024 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $54.1million. Shares of Common Stockheld by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculationbecause such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.The number of shares of Registrant’s Common Stock outstanding as of March 27, 2025 was20,746,967. Risk Factors Summary The risk factors detailed in Item 1A entitled “Risk Factors” in this Annual Report on Form 10-K are the risks that we believe arematerial to our investors and a reader should carefully consider them. Those risks are not all of the risks we face and other factorsnot presently known to us or that we currently believe are immaterial may also affect our business if they occur. The following is asummary of the risk factors detailed in Item 1A: •We may not complete the pending merger with Nano Dimension Ltd. (“Nano”) within the anticipated timeframe, or atall, which could have a material adverse impact on our business, financial condition or results of operations, as well asnegatively impact the per share price of our Common Stock.•We have faced, and may continue to face, risks and uncertainties related to litigation in connection with our pendingmerger with Nano. Such litigation could result in the Nano Merger (as defined below) being delayed and/or enjoined bya court of competent jurisdiction, which could negatively impact our ability to consummate the Nano Merger in atimely manner or at all.•In the recent past, we have been subject to business and intellectual property litigation and are subject to ongoingsettlement obligations resulting from such litigation. For example, on September 20, 2024, we entered into a Settlementand Patent License Agreement (“Settlement Agreement”) with Continuous Composites Inc. (“ContinuousComposites”) to settle outstanding litigation claims and counterclaims. We paid the first settlement payment of $18million under the Settlement Agreement on October 10, 2024, and are required to make three additional installmentpayments thereafter of $1 million, $2 mill