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 July 2021

Commission File Number: 001-36515

Materialise NV

Technologielaan 15

3001 Leuven

Belgium

(Address of principal executive office)

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):  ☐

EXHIBIT INDEX

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.

Date: July 29, 2021

Exhibit 99.1

Materialise Reports Second Quarter 2021 Results

LEUVEN, Belgium—(BUSINESS WIRE)—July 29, 2021 — Materialise NV (NASDAQ:MTLS), a leading provider of additive manufacturing and medical software and of sophisticated 3D printing services, today announced its financial results for the second quarter ended June 30, 2021.

Highlights - Second Quarter 2021

Executive Chairman Peter Leys commented, “Our strong second quarter results reflect our swift recovery from the COVID-19 crisis: on a sequential basis, our revenues grew by 11.3% compared to the first quarter of 2021 and our Adjusted EBITDA grew by almost 30% compared to the same quarter. More importantly, in addition to a solid recovery, our second quarter 2021 results also show effective growth relative to our pre-pandemic results: compared to the same period in 2019, our revenues grew by 5% and our Adjusted EBITDA grew by 37%. We are well positioned and determined to accelerate that growth, including through the use of the proceeds from the public offering of new shares we recently completed (generating US $110.4 million in total gross cash proceeds, including US $14.4 million from the sale of 600,000 additional shares in connection with the underwriters’ exercise of their option to purchase such shares in July).”

Second Quarter 2021 Results

Total revenue for the second quarter of 2021 increased 33.0% to 50,713 kEUR from 38,117 kEUR for the second quarter of 2020. Adjusted EBITDA more than doubled, increasing from 3,382 kEUR in the previous period to 6,925 kEUR. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the second quarter of 2021 increased to 13.7% from 8.9% for the second quarter of 2020.

Revenue from our Materialise Software segment increased 5.2% to 10,032 kEUR for the second quarter of 2021 from 9,540 kEUR for the same quarter last year. Segment EBITDA was 3,129 kEUR compared to 3,756 kEUR while the segment EBITDA margin was 31.2% compared to 39.4% in the prior-year period.

Revenue from our Materialise Medical segment increased 49.5% to 17,544 kEUR for the second quarter of 2021 compared to 11,735 kEUR for the same period in 2020. Segment EBITDA increased to 4,519 kEUR compared to 1,139 kEUR while the segment EBITDA margin increased to 25.8% from 9.7% for the second quarter of 2020.

Revenue from our Materialise Manufacturing segment increased 38.7% to 23,268 kEUR from 16,777 kEUR for the second quarter of 2020. Segment EBITDA increased to 1,850 kEUR from 650 kEUR while the segment EBITDA margin increased to 7.9% from 3.9% for the second quarter of 2020.

Gross profit was 28,441 kEUR, an increase of 42.6% compared to 19,949 kEUR for the same period last year, while the gross profit margin increased considerably to 56.1% of total revenue compared to 52.3% for the second quarter of 2020.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 18.3% to 26,864 kEUR for the second quarter of 2021 from 22,705 kEUR for the second quarter of 2020.

Net other operating income was 843 kEUR compared to 892 kEUR for the second quarter of 2020. Operating result increased to 2,421 kEUR from (1,865) kEUR for the second quarter of 2020. Net financial result was 1,153 kEUR compared to (295) kEUR for the second quarter of 2020. The second quarter of 2021 contained income tax expenses of (131) kEUR, compared to 191 kEUR in the second quarter of 2020.

As a result of the above, our net result for the second quarter of 2021 increased 5,412 kEUR to a net profit of 3,443 kEUR, compared to a net loss of (1,969) kEUR for the same period in 2020. Total comprehensive income for the second quarter of 2021, which includes exchange differences on translation of foreign operations, was 4,420 kEUR compared to (3,014) kEUR for the 2020 period.

At June 30, 2021, we had cash and cash equivalents of 182,816 kEUR compared to 111,538 kEUR at December 31, 2020. This includes the net proceeds from the public offering of 4,000,000 new shares at 24 USD per share that we completed in the quarter (but excludes the proceeds from the issuance of an additional 600,000 new shares at 24 USD per share in connection with the underwriters’ exercise of their option to purchase such shares in July 2021). Gross debt amounted to 106,849 kEUR, compared to 115,110 kEUR at December 31, 2020. As a result, our net cash position (cash and cash equivalents less gross debt) was 75,968 kEUR at June 30, 2021, an improvement of 79,540 kEUR compared to December 31, 2020.

Cash flow from operating activities for the second quarter of 2021 was 8,871 kEUR compared to 7,053 kEUR for the same period in 2020. Total capital expenditures for the second quarter of 2021 amounted to 2,003 kEUR.

Net shareholders’ equity at June 30, 2021 was 208,755 kEUR compared to 133,104 kEUR at December 31, 2020. In June of 2021, we issued 4,000,000 new shares in connection with the public offering of shares described above, bringing our total amount of shares on a fully diluted basis at June 30, 2021 to 58.4 million (not including the 600,000 additional new shares issued in July 2021 following the exercise of the underwriters’ option to purchase additional shares).

2021 Guidance

Mr. Leys concluded, “Assuming that the current positive, albeit fragile and fairly diverse, global trend of businesses gradually recovering from the COVID-19 pandemic continues, we currently expect our consolidated revenues for 2021 to exceed their pre-pandemic level during 2019 (197,000 kEUR), with the likelihood of coming close to 200,000 kEUR. As is traditionally the case for our business, we expect a particularly strong fourth quarter. As our revenues grow, we intend to increase our operational expenses accordingly, with a view to supporting and accelerating our growth in the near future. Currently, we believe that Adjusted EBITDA for 2021 will reach up to 25,000 kEUR.”

Non-IFRS Measures

Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of profit or loss in a joint venture and depreciation and amortization. Adjusted EBITDA is determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBITDA. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of long-term investment and financing decisions, rather than the performance of the company’s day-to-day operations. As compared to net profit, these measures are limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business, or the charges associated with impairments. Management evaluates such items through other financial measures such as capital expenditures and cash flow provided by operating activities. The company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The company’s presentation of EBITDA and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.

Exchange Rate

This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD 1.1884, the reference rate of the European Central Bank on June 30, 2021.

Conference Call and Webcast

Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the second quarter of 2021 on Thursday, July 29, 2021, at 8:30 a.m. ET/2:30 p.m. CET. Company participants on the call will include Wilfried Vancraen, Founder and Chief Executive Officer; Peter Leys, Executive Chairman; and Johan Albrecht, Chief Financial Officer. A question-and-answer session will follow management’s remarks.

The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed on the company’s website at http://investors.materialise.com. A webcast of the conference call will be archived on the company’s website for one year.

About Materialise

Materialise incorporates 30 years of 3D printing experience into a range of software solutions and 3D printing services, which form the backbone of the 3D printing industry. Materialise’s open and flexible solutions enable players in a wide variety of industries, including

healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines one of the largest groups of software developers in the industry with one of the largest 3D printing facilities in the world. For additional information, please visit: www.materialise.com.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations, plans, objectives, strategies and prospects, both financial and business, including statements concerning, among other things, our current estimates for fiscal 2021 revenues and Adjusted EBITDA, results of operations, cash needs, capital expenditures, expenses, financial condition, liquidity, prospects, growth and strategies (including how our business, results of operations and financial condition could be impacted by the COVID-19 pandemic and related public health measures, as well as the related actions we are taking in response), and the trends and competition that may affect the markets, industry or us. Such statements are subject to known and unknown uncertainties and risks. When used in this press release, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “will,” “may,” “could,” “might,” “aim,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the expectations of management under current assumptions at the time of this press release. These expectations, beliefs and projections are expressed in good faith and the company believes there is a reasonable basis for them. However, the company cannot offer any assurance that our expectations, beliefs and projections will actually be achieved. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We caution you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of the forward-looking statements are subject to risks and uncertainties that may cause the company’s most recent actual results to differ materially from our expectations, including risk factors described in the company’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. There are a number of risks and uncertainties that could cause the company’s actual results to differ materially from the forward-looking statements contained in this press release. For example, the variant strains of the COVID-19 virus could have a material adverse impact on the global economic recovery from the pandemic.

The company is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Consolidated income statements (Unaudited)

Consolidated statements of comprehensive income (Unaudited)

Consolidated statement of financial position (Unaudited)

Consolidated statement of cash flows (Unaudited)

Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)

Segment P&L (Unaudited)

Reconciliation of Net Profit (Loss) to Segment EBITDA (Unaudited)