3D Systems Corporation

11/05/2026 | Press release | Distributed by Public on 11/05/2026 06:59

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2026, 3D Systems Corporation (the "Company") entered into a Controlled Equity OfferingSM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Agent") to sell shares of the Company's common stock, par value $0.001 per share ("Common Stock"), having an aggregate offering price of up to $42,500,000 (the "Shares"), from time to time, through an "at the market offering" program, under which the Agent will act as sales agent or principal. Sales of the Shares, if any, made under the Sales Agreement may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including by means of ordinary brokers' transactions on the New York Stock Exchange at market prices or otherwise at prices related to prevailing market prices, or as block transactions, as well as in privately negotiated transactions with the consent of the Company. The Company may also sell Shares to the Agent as principal for its own account at a price agreed upon at the time of sale pursuant to a separate terms agreement.

The Agent will be entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per Share sold. The Company has agreed to provide the Agent with customary indemnification and contribution rights, including for liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company will also reimburse the Agent for certain specified expenses in connection with the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein, including by the Company or the Agent at any time upon ten business days' written notice as specified in the Sales Agreement.

The Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-296180), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on May 27, 2026 (the "Registration Statement"), and the base prospectus dated May 27, 2026 included therein. The Company filed a prospectus supplement on November 5, 2026 (the "Prospectus Supplement") with the SEC in connection with the offer and sale of the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing description of the Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the Sales Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference into the Registration Statement, is the opinion of McGuireWoods LLP relating to the legality of the Shares.

3D Systems Corporation published this content on November 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 05, 2026 at 12:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]