FATH Fathom Digital Manufacturing Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2023

FATHOM DIGITAL MANUFACTURING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-39994		40-0023833
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1050 Walnut Ridge Drive

Hartland, WI 53029

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (262) 367-8254

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		FATH		NYSE
Warrants to purchase Class A common stock		FATH.WS		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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er next two years Expanded mid-volume production of existing program $1.7 million in 2021; expect $4-$8 million in 2022 orders Prototype with mid-volume production follow-on $4.5 million over three-month period New cross-sell of sheet metal low-volume production $450k in 2021; expect over $1.5 million in 2022 orders Prototype & low-volume production Global healthcare company Global semiconductor company Disruptive electric vehicle manufacturer Global leader in mobile robotics 1 2 3 4 5 6 Global leader in gas measurement instruments and technologies Leading subsea technology company $550K production order Expansion to higher volume production of existing program New Strategic Accounts Existing Strategic Accounts

Statement (preliminary unaudited) Repor

 

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 4, 2023 (the “Effective Date”), Fathom Digital Manufacturing Corporation (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Richard Stump, the former Chief Commercial Officer of the Company and a named executive officer for the fiscal year ended December 31, 2022. Under the Consulting Agreement, Mr. Stump will serve as a Technical Consultant providing additive & advanced technology and digital strategy advising services, from the Effective Date until February 28, 2024 (the “Separation Date”). The Consulting Agreement supersedes Mr. Stump’s previously disclosed Separation Date of September 30, 2023.

 

In exchange for the consulting services, Mr. Stump will receive an hourly fee equal to $168 per hour, continued vesting of incentive equity awards, and eligibility to participate in the same employee benefits generally available to other peer employees.

 

Pursuant to the Consulting Agreement, Mr. Stump will be an at-will employee and either the Company or Mr. Stump may terminate the Consulting Agreement prior to the Separation Date by providing 10 days’ prior notice. The Consulting Agreement does not provide for any severance or other termination rights. Mr. Stump will continue to be subject to the restrictive covenants contained within the Company’s Executive Restrictive Covenant Agreement.

The foregoing description of the Consulting Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.	Financial Statement and Exhibits

 

(d) Exhibits.

Exhibit Number		Description
10.1*		Consulting Agreeement between the Company and Richard Stump, effective August 4, 2023
104		Cover Page Interactive Data FIle (formatted as inline XBRL document)

* Filed herewith.

 

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SIGNATURES

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.

FATHOM DIGITAL MANUFACTURING CORPORATION
By:		/s/ Mark Frost
Name:		Mark Frost
Title:		Chief Financial Officer

Date: August 10, 2023

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Exhibit 10.1

 

Execution Version

 

CONSULTING Agreement

THIS CONSULTING AGREEMENT (this “Agreement”), is made as of August 4, 2023 (the “Effective Date”), by and between Fathom Digital Manufacturing Corporation (the “Company”) and Richard Stump (“Consultant”).

 

WHEREAS, the Company and Consultant are parties to that certain Offer Letter, dated as of December 23, 2021 (the “Offer Letter”);

WHEREAS, Consultant and the Company intend that Consultant’s employment with the Company shall transfer from that of a salaried, exempt employee to an hourly, nonexempt employee as of the Effective Date; and

WHEREAS, the Company desires to engage the services of Consultant to provide certain services to the Company and its respective subsidiaries (the “Company Group”) as a part-time employee and Consultant desires to be engaged by the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows:

 

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2

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if to Consultant, to Consultant’s most recent address on file with the Company; and

if to the Company:

Fathom Digital Manufacturing Corporation

1050 Walnut Ridge Drive

Hartland, WI 53029

Attention: Chief Human Resources Officer

 

or to such other address as either party hereto shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

[Signature page follows]

 

3

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

 

COMPANY:

Fathom Digital Manufacturing Corporation

By: /s/ Caprice Perez
Name: Caprice Perez
Title: Chief Human Resources Officer

 

CONSULTANT:

Richard Stump

By: /s/ Richard Stump
Name: Richard Stump
Title: Co-Founder

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Consulting Agreement]

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Exhibit A

Executive Restrictive Covenant Agreement

 

5

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v3.23.2

Document and Entity Information	Aug. 04, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	FATHOM DIGITAL MANUFACTURING CORPORATION
Amendment Flag	false
Entity Central Index Key	0001836176
Document Type	8-K
Document Period End Date	Aug. 04, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	FATH
Security Exchange Name	NYSE
Class A Common Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase Class A common stock
Trading Symbol	FATH.WS
Security Exchange Name	NYSE

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