UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2026, 3D Systems Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC, as the representative of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for the offering and sale by the Company of 16,393,443 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). In addition, the Company granted the underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 2,459,016 additional Shares. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Shares, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1.
The Shares were offered to investors at $3.05 per Share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses, were approximately $50 million. The offering closed on June 5, 2026. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-296180) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement dated June 3, 2026 and a final prospectus supplement dated June 3, 2026, together with an accompanying prospectus dated May 27, 2026, relating to the offer and sale of the Shares. Opinion of counsel regarding the validity of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1 and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to this Current Report on Form 8-K as Exhibit 23.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated June 3, 2026, between 3D Systems Corporation and Needham & Company, LLC, as representative of the several underwriters. | |
| 5.1 | Opinion of McGuireWoods LLP. | |
| 23.1 | Consent of McGuireWoods LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 3D SYSTEMS CORPORATION | ||||||
| Date: June 5, 2026 | By: | /s/ Jeffrey A. Graves | ||||
| Jeffrey A. Graves | ||||||
| President and Chief Executive Officer | ||||||