UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

Commission File Number: 001 - 36130

voxeljet AG

(Exact Name of Registrant as Specified in Its Charter)

Paul-Lenz-Straße 1a

86316 Friedberg

Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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Other Events

As previously disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, in August 2020, voxeljet AG (the “Company”) effected a change of the ratio of its American Depositary Shares (“ADSs”) to ordinary shares from each ADS representing one-fifth (1/5) of one ordinary share (5:1) to each ADS representing one ordinary share (1:1) and also transferred its ADS listing from the New York Exchange to the Nasdaq Capital Market. In connection therewith, on September 30, 2020, the Company and the European Investment Bank (the “EIB”) entered into an amendment letter (the “Amendment Letter”) to the Synthetic Warrant Agreement, dated November 9, 2017, as amended and restated on May 29, 2020 (the “Synthetic Warrant Agreement”). The Amendment Letter, among other things, amends the Synthetic Warrant Agreement to reflect the change in ratio of ADSs to ordinary shares and the transfer of the listing of the Company’s ADSs from the New York Stock Exchange to the Nasdaq Capital Market. The form of the Amendment Letter is attached hereto as Exhibit 99.1.

Exhibits

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The information contained in this Form 6-K in Exhibits 99.1 is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms a part thereof) filed by voxeljet AG  with the Securities and Exchange Commission.

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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, thereunto duly authorized.

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Exhibit 99.1

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Amendment Letter to the Warrant Agreement

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Dear Sirs,

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We refer to the Warrant Agreement.

“Effective Date” means the date upon which the Bank confirms in writing to the Company (including by electronic mail or other electronic means) that the Bank has received in a form and substance satisfactory to it:

From and including the Effective Date the references in the Warrant Agreement to "this Agreement", and similar references shall be read and construed as reference to the Warrant Agreement as amended by the provisions of this Letter.

We further refer to the correspondence and discussions with the Company, whereby the Company has informed us of:

With effect from the Effective Date, the Warrant Agreement shall be amended as follows:

“(C) Pursuant to an increase of share capital made on during the fourth quarter of 2018, the Obligor’s share capital registered in the commercial register amounts to EUR 4,836,000.00 and is divided into 4,836,000 ordinary registered shares (Namensaktien) (the “Shares”). All Shares are no par-value shares (Stückaktien ohne Nennbetrag). The Obligor’s American Depositary Shares (“ADS”), each representing the right to receive, and to exercise, the beneficial ownership interest in one Share, are listed on Nasdaq (or on any other comparable stock exchange) under the symbol “VJET”.”

““Delisting” means filing of an application for a voluntary withdrawal of the listing of the ADS on Nasdaq or on any other comparable stock exchange.”

““Market Value” has the meaning given to it in clause 2.9.”

““Prepayment Event” has the meaning given to it in clause 2.6.”

““Shares” has the meaning given to it in recital (C).”

““Tranche A Maturity Date” has the meaning given to it in clause 2.4.”  

““Tranche B1 Maturity Date” has the meaning given to it in clause 2.5.”  

“Subject to clause 3,

(a) the “Tranche A Performance Participation Interest” shall be the Market Value of 254,527 Shares or the equivalent number of ADS in the Obligor as adjusted in accordance with clause 3, notified by the Beneficiary to the Obligor as of the Tranche A Maturity Date; and

(b) the “Tranche B1 Performance Participation Interest” shall be the Market Value of 404,928 Shares or the equivalent number of ADS in the Obligor as adjusted in accordance with clause 3, notified by the Beneficiary to the Obligor as of the Tranche B1 Maturity Date (together with the Tranche A Performance Participation Interest, “Performance Participation Interest”).”

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“The Obligor shall:

The Company represents and warrants to the Bank on the date it countersigns this Letter and on the Effective Date that:

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5.1.    Other than in accordance with Article 3 (Amendments to the Warrant Agreement) of this Letter, no provision of this Letter shall restrict, limit, or in any other way amend any rights of the Bank under the Warrant Agreement. The Parties agree that the Listing Change does not constitute a Trigger Event for any and all purposes under the Warrant Agreement.

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In order to confirm your agreement to the above, we kindly ask you to initial date and duly sign each of the 3 (three) originals of this Letter in your capacity as the Company and return to the Bank, to the attention of Ms Marie Lesschaeve (tel.: +352437982401, e-mail: m.lesschaeve@eib.org), 2 (two) fully-signed originals at your earliest convenience.

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Yours faithfully,

EUROPEAN INVESTMENT BANK

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Acknowledged and agreed for and on behalf of:

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