Shapeways Announces 1-for-8 Reverse Stock Split

Shapeways Holdings, Inc. (NYSE: SHPW) (“Shapeways” or the “Company”), a leader in the large and fast-growing digital manufacturing industry, announced today that its Board of Directors approved a 1-for-8 reverse stock split of its common stock that will become effective at 4:01 p.m. Eastern Time on June 22, 2023 (the “Effective Time”). The Company’s common stock is expected to begin trading on a split-adjusted basis on the New York Stock Exchange (“NYSE”) when the markets open on June 23, 2023, under the existing trading symbol “SHPW” and new CUSIP number 81947T201.

The reverse stock split was approved by the Company’s stockholders at its 2023 Annual Meeting of Stockholders, held on June 15, 2023, with the final ratio determined by the Company’s Board of Directors. The Company will file an amendment to its Certificate of Incorporation to implement the reverse stock split as of the Effective Time. The primary goal of the reverse stock split is to increase the per share market price of the Company’s common stock to meet the minimum $1.00 average closing price requirement for continued listing on the NYSE.

At the Effective Time, every eight issued and outstanding shares of the Company’s common stock will be converted automatically into one share of the Company’s common stock without any change in the par value per share. Once effective, the reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 50.9 million to approximately 6.4 million. The reverse stock split will not reduce the number of authorized shares of the Company’s common stock.

No fractional shares will be issued in connection with the reverse stock split. Instead, each stockholder will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Company’s common stock on the NYSE on June 22, 2023. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in any stockholders receiving fractional shares. In addition, the terms of all outstanding options, warrants, and restricted stock units are being proportionately adjusted, in accordance with the terms of the applicable agreement.

The Company currently has warrants listed to purchase a total of 18,410,000 shares of common stock, with each whole warrant being exercisable for one share of common stock at $11.50 per share. Upon the effectiveness of the reverse stock split, every 8 shares of common stock that may be purchased pursuant to the warrants immediately prior to the reverse stock split will represent one share of common stock that may be purchased pursuant to such warrants immediately following the reverse stock split. Correspondingly, the exercise price per share of common stock attributable to such warrants immediately prior to the reverse stock split will be proportionately increased, such that the warrant price immediately following the reverse stock split will be $92.00, which equals the product of 8 multiplied by $11.50, the exercise price per share immediately prior to the reverse stock split. The number of shares of common stock subject to the warrants will be proportionately decreased by 8 times, to an aggregate of 2,301,250 shares. The terms of Shapeways’ outstanding warrants do not permit issuance of fractional shares upon exercise of such warrants. Instead, the number of shares issuable shall be rounded up or down to the nearest whole number upon exercise of the warrants. The redemption trigger price of the warrants will also be correspondingly proportionately increased, such that the redemption trigger price immediately following the reverse stock split will be $144, which equals the product of 8 multiplied by $18.00, the redemption trigger price immediately prior to the reverse stock split.

Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the reverse stock split, and is also the Company’s warrant agent. Registered stockholders who hold shares of the Company’s common stock are not required to take any action to receive post-reverse split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connection with the reverse stock split.

Additional information regarding the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023, as supplemented on May 15, 2023, which is available free of charge on the SEC’s website at www.sec.gov and on the Company’s website at https://www.shapeways.com.

About Shapeways

Shapeways is a leader in the large and fast-growing digital manufacturing industry combining high quality, flexible on-demand manufacturing powered by purpose-built proprietary software which enables customers to rapidly transform digital designs into physical products, globally. Shapeways makes industrial-grade additive manufacturing accessible by fully digitizing the end-to-end manufacturing process, and by providing a broad range of solutions utilizing 12 additive manufacturing technologies and approximately 120 materials and finishes, with the ability to easily scale new innovation. To date, Shapeways has delivered over 24 million parts to 1 million customers in over 180 countries. To learn more, please visit https://www.shapeways.com.

Special Note Regarding Forward-Looking Statements

Certain statements included in this press release are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding the reverse stock split and timing thereof and Shapeways’ intention with respect to compliance with the price requirements for maintaining its listing on the NYSE are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed under the heading "Risk Factors" in Shapeways’ most recent Form 10-K, most recent Form 10-Q, and other documents Shapeways has filed, or will file, with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans, or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon forward-looking statements.

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