3D Systems Corporation
12/16/2025 | Press release | Distributed by Public on 12/16/2025 15:34
Private Placement (Form 8-K)
Item 3.02. Unregistered Sales of Equity Securities.
On December 16, 2025, 3D Systems Corporation (the "Company") issued 695,435 shares (the "JWCA Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), to J. Wood Capital Advisors LLC ("JWCA") for services rendered in connection with the transactions contemplated by the Exchange and Consent Agreements (as defined below). The Company did not receive any cash proceeds from the issuance of the JWCA Shares.
The JWCA Shares were issued pursuant to an exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration based in part on representations made by JWCA.
Item 8.01. Other Events.
On December 16, 2025, the Company completed its previously announced transactions to exchange $30,773,000 aggregate principal amount of the Company's then outstanding 0% Convertible Senior Notes due 2026 (the "2026 Notes") held by a limited number of existing holders (the "Transaction Participants") for an aggregate of 16,625,243 shares of the Common Stock (the "Exchange") pursuant to certain Exchange and Consent Agreements, each dated as of December 8, 2025, by and between the Company and the Transaction Participants (the "Exchange and Consent Agreements"). Immediately following the Exchange, approximately $3.9 million in aggregate principal amount of the 2026 Notes remain outstanding. The Company did not receive any cash proceeds from the Exchange.
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