Common Stock |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Common Stock | (7) Common Stock The Company’s amended and restated certificate of incorporation provides for two classes of common stock: Class A common stock and Class B common stock. The Company's authorized capital stock consists of 805 million shares, all with a par value of $0.000001 per share, of which: • 750,000,000 shares are designated Class A common stock; • 5,000,000 shares are designated Class B common stock; and • 50,000,000 shares are designated preferred stock. Except as otherwise expressly provided in the Company's amended and restated certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects, including but not limited to dividends and distributions, liquidation rights, change of control transactions, subdivisions and combinations, no preemptive or similar rights, and conversion. Class B common stock may be converted to Class A common stock, at any time or from time to time as provided for in the certificate of incorporation. Holders of our Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of our stockholders. Holders of our Class B common stock are entitled to 20 votes per share on any matter submitted to a vote of our stockholders. Siemens Common Stock Issuance On May 6, 2026, the Company entered into an agreement with Siemens Industry Software Inc. (“Siemens ISW”) to integrate Xometry marketplace capabilities directly into the Siemens ISW industrial software ecosystem. Under the terms of the agreement, Xometry will develop the necessary software (“Software Deliverable”) with support from Siemens ISW, and then provide the Software Deliverable to Siemens ISW at no cost through an original equipment manufacturer agreement (the “OEM Agreement”). Certain exclusivity terms apply for a period of up to seven years from the agreement effective date. Based on the planned collaboration timeline, exclusivity terms will apply for five years subsequent to the completion of the Software Deliverable. The OEM Agreement will have a base term of five years and renew for successive 1-year terms unless cancelled by either party. Each party is responsible for its own costs during the software development and commercialization phases. In connection with the Stock Purchase Agreement, Siemens Beteiligungen Inland GmbH purchased 1,049,759 shares of our Class A common stock for approximately $50 million. 2026 Common Stock Issuance On June 1, 2026, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell 2,647,059 shares of its Class A common stock at a public offering price of $85.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC (the “2026 Common Stock Issuance”). The initial closing of the 2026 Common Stock Issuance occurred on June 3, 2026. In addition, the Company granted the Underwriters an option to purchase, for a period of up to 30 days, up to an additional 397,058 shares of its Class A common stock, which the Underwriters exercised in full on June 22, 2026. In connection with the 2026 Common Stock Issuance, the Company incurred total issuance costs of approximately $11.1 million, consisting of underwriting discounts and commissions of approximately $10.3 million and other direct issuance costs of approximately $0.8 million, including legal, accounting and filing fees. All direct issuance costs have been recorded as a reduction of the gross proceeds and recorded to Additional paid-in capital. After deducting total issuance costs, the Company received net proceeds of approximately $247.6 million. The Company intends to use the net proceeds from the 2026 Common Stock Issuance for working capital and general corporate purposes, including, but not limited to, general and administrative matters, repayment of debt, capital expenditures and acquisitions of other businesses or assets. |