6-K
Nano Dimension Ltd. (NNDM)
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: March 2023
Commission file number: 001-37600
NANO DIMENSION LTD.
(Translation of registrant’s name into English)
2 Ilan Ramon
Ness Ziona 7403635 Israel
(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 ☐
CONTENTS
On March 7, 2023, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension (“NANO”) Reiterates that Shareholder Meeting Called by Murchinson Ltd. is Illegal & Invalid. Urges Shareholders to:”. A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
On March 7, 2023, the Registrant issued a press release titled “Nano Dimension Receives Another Purchase Order for DragonFly IV® system from a Western Intelligence Agency”. A copy of this press release is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
Exhibit 99.1 and the first three paragraphs and the section entitled “Forward-Looking Statements” of Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. Nos. 333-255960, 333-233905, 333-251155, 333-252848, 333-251004 and 333-249184) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436) of the Registrant, filed with the Securities and Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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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, thereunto duly authorized.
| Nano Dimension Ltd. | ||
|---|---|---|
| (Registrant) | ||
| Date: March 7, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
Nano Dimension (“NANO”) Reiterates that Shareholder Meeting Called by Murchinson Ltd. is Illegal & Invalid. Urges Shareholders to:
| ● | IgnoreBistricer/Murchinson Ltd.’s Misinformation Campaign |
|---|---|
| ● | DisregardMurchinson/Bistricer Proxy Voting Materials |
| --- | --- |
| ● | NoShareholder Action Is Required at This Time |
| --- | --- |
| ● | Company Will Inform Shareholders If and When a Valid and Duly Called ShareholderMeeting Will be Held. |
| --- | --- |
NANO filed a lawsuitseekinga declaratory judgment that the Bistricer/Murchinson’s meeting is illegal and seeking $10 million damages in relation to theirillegaland bad faith actions.
Waltham, Mass, March 07, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today reiterated that the shareholder meeting called by Bistricer/Murchinson Ltd. (“Bistricer/Murchinson”)is invalid.
The Company also issued the following statement in response to the campaign of misinformation from Murchinson in its invalid pursuit of a shareholder vote: “Nano’s Board and management team remain wholly focused on executing on our mission and on delivering value for shareholders. Our current strategy has driven results, including 1,000% growth in annual revenues within a two-year period, while preserving over $1 billion in cash on the balance sheet to fund future growth. We have also recently initiated a $100 million share repurchase program and are relentlessly focused on executing our proven strategy to accelerate the growth of our business, leverage our unique market position and seize organic and inorganic opportunities to drive meaningful shareholder value creation. We are determined to protect our Company and shareholders from Murchinson’s continued campaign of false and misleading information.”
As previously announced on January 30^th^, 2023, and February 23^rd^, 2023, the notice of a special general meeting of the Company’s shareholders issued by Murchinson failed to comply with requirements under applicable law. Accordingly, the meeting is invalid. The Nano Dimension Board of Directors urges shareholdersto take NO ACTION AND DISREGARD ANY MATERIALS OR WHITE PROXY CARDS THEY MAY RECEIVE.
The Nano Dimension Board of Directors and management team are committedto continuing to act in the best interest of the Company and all of its shareholders and in accordance with the applicable laws and regulations, as well as with the Company’s articles of association.
AT THIS TIME, NO ACTION BY NANO DIMENSIONSHAREHOLDERS IS REQUIRED. Only Nano Dimension will inform its shareholders if and when a valid and duly called meeting will be held, and the Company will provide materials describing important facts to consider in your election of Directors or any other matters being voted upon at that time.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR PROXYSOLICITOR, INNISFREE M&A INCORPORATED, TOLL-FREE AT (888) 750-9498.
Lazard Frères & Co., LLC is acting as Nano Dimension’s financial advisor, and Sullivan & Worcester LLP is serving as legal advisor.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) visionis to disrupt electronics and mechanical manufacturing with an environmentally friendly & economically efficient electronics and precisionadditive manufacturing Industry 4.0 solution - transforming digital designs into functioning electronic and mechanical devices - on demand,anytime, anywhere.
Nano Dimension’s strategy is driven bythe application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improvingsystems, along with the management of a distributed manufacturing network via the cloud.
Nano Dimension serves over 2,000 customersacross vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology,R&D, and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumablematerials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices(Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-basedapplications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio ofproducts, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmentalfootprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses its mission and proven strategy to accelerate the growth of its business, leverage its unique market position and seize organic and inorganic opportunities to drive meaningful shareholder value creation, or when it discusses protecting the Company and shareholders from Murchinson’s continued campaign of false and misleading information. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
Investor Relations Contact
Media Contact
FGS Global
Bryan Locke / Kal Goldberg / Kelsey Markovich
Exhibit 99.2
Nano Dimension Receives Another Purchase Order for DragonFly IV® system from a Western Intelligence Agency
Over 10 Defense and Intelligence Agencies Servedby the Company
Waltham, Mass., March 07, 2023 (GLOBE NEWSWIRE) -- Nano DimensionLtd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, announced today that it has received a purchase order from a leading Western intelligence agency, for a DragonFlyIV^®^ system, the leading Additive Manufacturing Electronics (AME) 3D-printer.
For reasons of national security, Nano Dimension cannot reveal the name of the country where the intelligence agency is situated, but this is clearly a continuation of the Company’s success in providing leading technology to those who need it most. This intelligence agency, and others like it, which include national armies, navies, air forces, and governmental secret services, rely on the DragonFly IV^®^ to advance innovation in a way that other manufacturing technologies of electronics manufacturing cannot achieve.
The DragonFly IV^®^ system and specialized materials serve cross-industry High-Performance-Electronic-Devices (Hi-PEDs^®^) fabrication needs by simultaneously depositing proprietary conductive and dielectric substances, while integrating in-situ capacitors, antennas, coils, transformers, and electromechanical components. The outcomes are Hi-PEDs^®^ which are critical enablers of autonomous intelligent drones, cars, satellites, smartphones, and in vivo medical devices. In addition, these products enable iterative development, IP safety, fast time-to-market, and device performance gains.
“I am very excited that another Western Intelligence Agency is investing in the design and production of 3D electronics, to shorten its development cycles and bring to life innovative ideas which could not have been done before,” commented Amit Dror, co-Founder and Chief Customer Success Officer of Nano Dimension.
Mr. Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension, added: “Very importantly, this customer is buying the second machine of the Company, while the first one was Fabrica 2.0 machine. This is a beautiful manifestation of our claims that the synergies of all our acquisitions work together and efficienize our go-to-market performance. 3D printing technologies and materials are irreplaceable, and essential, both for electronics and micro-mechanical parts. Intelligence agencies are leading the forefront of technological innovation applied for high-performance applications, similar to aerospace, advanced medical fields, academy and corporate research departments. We are proud to be chosen as the supplier of such a unique organization. After many years of experience with advanced technologies in the Air Force, I know that leading edge products, which are adopted initially by defense forces, traditionally end up creating very large size commercial markets as well.”
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform the electronicsand similar additive manufacturing sectorsthrough the development and delivery of an environmentally friendly and economicallyefficient additive manufacturing, Industry 4.0 solution, while enabling a one-production-step-conversionof digital designsinto functioning devices – on demand, anytime, anywhere.
The DragonFly IV^®^ system and specialized materials serve cross-industry High-Performance-Electronic-Devices (Hi-PEDs^®^) fabricationneeds by simultaneously depositing proprietary conductive and dielectric substances, while integrating in-situ capacitors,antennas, coils, transformers, and electromechanical components. The outcomes are Hi-PEDs^®^ which are criticalenablers of autonomous intelligent drones, cars, satellites, smartphones, and in vivo medical devices. In addition, these products enableiterative development, IP safety, fast time-to-market, and device performance gains.
Nano Dimension also develops complementary production equipmentfor Hi-PEDs^®^ and printed circuit board (PCB) assembly (Puma, Fox, Tarantula, Spideretc.).The core competitive edge for this technology is in its adaptive, highly flexible surface-mount technology (SMT) pick-and-place equipment,materials dispenser suitable for both high-speed dispensing and micro-dispensing, as well as an intelligent production material storageand logistics system. Nano Dimension is a leading developer and supplier of high-performance control electronics, software,and ink delivery system. It invents and delivers state-of-the-art 2D and 3D printing hardware and unique operating software. Itfocuses on high-value, precision-oriented applications such as specialized direct-to-container packaging, printed electronics functionalfluids, and 3D printing, which can all be controlled by the proprietary software system - Atlas.
Serving similar users of Hi-PEDs^®^, NanoDimension’s AM products include Fabrica 2.0 micro additive manufacturing system enables the production ofmicroparts based on a Digital Light Processor (DLP) engine that achieves repeatable micron levels resolution. In addition, Nano’s AdmatecDivision supplies printing from Powder to Part by powder-based shaping & sintering technologies, from design to serial productionof Powder Metallurgical & Ceramic parts or devices. The Admaflex 130 and 300 3D printing machines for ceramics and metals are modularDLP printing systems on one platform with customer-friendly software enabling full parameter accessibility & control and unique vision-basedprocess monitoring.
For more information, please visit www.nano-di.com.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, we use forward looking statements when we discuss the benefits and advantages of 3D electronics and that leading edge products, which are adopted initially by defense forces, traditionally end up creating very large size commercial markets. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, Nano Dimension is using forward-looking statements when it discusses reliance by the Company’s customers on DragonFly IV and other leading solutions to advance innovation in a way that other means of electronics manufacturing cannot do, the ability of 3D electronics to shorten customers’ development cycles and the uniqueness and essential properties of the Company’s technology and solutions. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations |[email protected]
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