6-K
Nano Dimension Ltd. (NNDM)
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: August 2020 (Report No. 2)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
Attached hereto and incorporated herein is the Registrant’s press release issued on August 13, 2020, titled “Nano Dimension Reports 2020 Second Quarter Financial Results.”
The first two paragraphs, the sections titled “Second Quarter 2020 Financial Results,” “Six Months Ended June 30, 2020 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the IFRS financial statements in the press release are incorporated by reference into the registration statements on Form F-3 (File No. 333-217173, 333-233905 and 333-237668) and Form S-8 (File No. 333-214520) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | |
|---|---|
| 99.1 | Press<br> Release issued by Nano Dimension Ltd. on August 13, 2020, titled “Nano Dimension Reports 2020 Second Quarter Financial<br> Results.” |
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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: August 13, 2020 | By: | /s/<br> Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
NanoDimension Reports 2020 Second Quarter Financial Results
ProlongedCovid-19 status leads to emphasis on product enhancements
Conference call to be held today at 9:00 a.m. EDT
NanoDimension’s USA HQ, Boca Raton, Florida, August 13, 2020 – Nano Dimension Ltd. (Nasdaq: NNDM), a leading AdditivelyManufactured Electronics (AME)/PE (Printed Electronics) provider, today announced financial results for the second quarter ended June 30, 2020.
Nano Dimension reported revenues of $288,000 for the second quarter of 2020. The Company ended the quarter with a cash and deposits balance of $49,525,000, while total operating loss for the second quarter was $3,812,000.
“As projected by our President & CEO in our last investors conference call in mid-May, the global effects of the Covid-19 pandemic have caused a material decrease to our revenues, since companies and organizations around the world are not releasing budgets for purchases of capital equipment,” said Yael Sandler, Chief Financial Officer of Nano Dimension. “Yet, we are already witnessing electronic companies considering ways to shorten their supply chains by looking to reduce dependency in the Far East by buffering part of their manufacturing on the ground in America and Europe, rather than only in China. Our DragonFly LDM Additive Manufacturing Electronic system allows exactly this: Short-cycled and cost-efficient prototyping and eventually fabrication of functional high-performance electronic devices (“Hi-PEDs) with minimal ecological disruptions. In the meanwhile, rather than over spending on marketing and sales while the market is irresponsive as capital expenses budgets are Corona-stagnated, we are directing the resources received from the successful equity offerings in the second quarter of 2020 to product and technology development. As a result, we expect to be better positioned once the electronics landscape is revitalized in a post-Covid-19 resurgence,” concluded Ms. Sandler.
SecondQuarter 2020 Financial Results
| ● | Total<br>revenues for the second quarter of 2020 were $288,000, compared to $702,000 in the first quarter of 2020, and $1,161,000 in the<br>second quarter of 2019. The decrease is attributed to continuing delays in identified transactions of DragonFly systems, which<br>the Company primarily attributes to Covid-19. |
|---|---|
| ● | Research<br>and development (R&D) expenses for the second quarter of 2020 were $1,895,000, compared to $1,702,000 in the first quarter<br>of 2020, and $2,322,000 in the second quarter of 2019. The increase compared to the first quarter of 2020 is attributed to an<br>increase in payroll and related expenses, as the Company is temporarily mobilizes resources from marketing and sales to product<br>enhancements. The decrease compared to the second quarter of 2019 is mainly attributed to a decrease in payroll and related expenses<br>and materials expenses. The Company intends to allocate more funds to R&D, in order to be ready with new technology<br>as Covid-19 subsides. |
| --- | --- |
| ● | Sales<br>and marketing (S&M) expenses for the second quarter of 2020 were $930,000, compared to $819,000 in the first quarter of 2020,<br>and $1,507,000 in the second quarter of 2019. The increase compared to the first quarter of 2020 is attributed to an increase<br>in payroll and related expenses, before the eruption of the Covid-19 pandemic. The decrease compared to the second quarter of<br>2019 was mainly attributed to a decrease in payroll and related expenses and marketing and advertising expenses. |
| --- | --- |
| ● | General<br>and administrative (G&A) expenses for the second quarter of 2020 were $908,000, compared to $1,035,000 in the first quarter<br>of 2020, and $1,023,000 in the second quarter of 2019. The decrease compared to the first quarter of 2020 is attributed to a decrease<br>in share-based payments expenses. The decrease compared to the second quarter of 2019 is attributed to a decrease in professional<br>services expenses and the results of cost cutting of salaries and other expenses in the early stage of Covid-19 related slow down. |
| --- | --- |
| ● | Net<br>loss for the second quarter of 2020 was $8,265,000, or $0.27 per share, compared to $2,074,000, or $0.32 per share, in the<br>first quarter of 2020, and $1,188,000, or $0.30 per share, in the second quarter of 2019. The increase compared to both the first<br>quarter of 2020 and the second quarter of 2019 is mainly attributed to finance expenses of approximately $4,322,000 that were<br>recognized in the second quarter of 2020, as a result of the change in the fair value of warrants, which are non-cash expenses. |
| --- | --- |
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SixMonths Ended June 30, 2020 Financial Results
| ● | Total<br>revenues for the six months ended June 30, 2020 were $990,000, compared to $2,850,000 in the six months ended June 30, 2019. The<br>decrease is attributed to less sales of DragonFly systems in the first half of 2020, which the Company primarily attributes to<br>Covid-19. |
|---|---|
| ● | R&D<br>expenses for the six months ended June 30, 2020 were $3,597,000, compared to $4,474,000 in the six months ended June 30, 2019.<br>The decrease resulted primarily from a decrease in payroll and related expenses and materials expenses. |
| --- | --- |
| ● | S&M<br>expenses for the six months ended June 30, 2020 were $1,749,000, compared to $2,871,000 in the six months ended June 30, 2019.<br>The decrease is mainly attributed to a decrease in payroll and related expenses and marketing and advertising expenses. |
| --- | --- |
| ● | G&A<br>expenses for the six months ended June 30, 2020 were $1,943,000, compared to $1,590,000 in the six months ended June 30, 2019.<br>The increase is mainly attributed to an increase in share-based payments expenses. |
| --- | --- |
| ● | Net<br>loss for the six months ended June 30, 2020 was $10,339,000, or $0.55 per share, compared to $2,664,000, or $0.80 per share,<br>in the six months ended June 30, 2019. The increase is mainly attributed to finance expenses of approximately $3,023,000 that<br>were recognized in the first half of 2020 as a result of the change in the fair value of warrants and convertible notes, compared<br>to finance income of approximately $7,316,000 in the first half of 2019 as a result of the change in the fair value of warrants<br>and convertible notes. |
| --- | --- |
BalanceSheet Highlights
| ● | Cash<br>and cash equivalents, together with short-term bank deposits totaled $49,525,000 as of June 30, 2020, compared to $3,925,000 as<br>of December 31, 2019. The increase compared to December 31, 2019, mainly reflects proceeds received from the sale of American<br>Depositary Shares representing the Company’s ordinary shares in the first half of 2020, less cash used in operations during<br>the six months ended June 30, 2020. |
|---|---|
| ● | Shareholders’<br>equity totaled $57,604,000 as of June 30, 2020, compared to $11,602,000 as of December 31, 2019. |
| --- | --- |
Conferencecall information
The Company will host a conference call to discuss these financial results today, August 13, 2019, at 9:00 a.m. EDT (4:00 p.m. IDT). Investors interested in participating are invited to register for the conference call here: http://dpregister.com/10146541. Dial-in numbers, including a local Israeli number and instructions, will be provided upon registration. U.S. Dial-in Number: 1-844-695-5517, International Dial-in Number: 1-412-902-6751, Israel Toll Free Dial-in Number: 1-80-9212373. Please request the “Nano Dimension NNDM call” when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of Nano Dimension’s website at http://investors.nano-di.com/events-and-presentations.
For those unable to participate in the conference call, there will be a replay available from a link on Nano Dimension’s website at http://investors.nano-di.com/events-and-presentations.
AboutNano Dimension
NanoDimension (Nasdaq: NNDM) is a provider of intelligent machines for the fabrication of Additively Manufactured Electronics(AME). High fidelity active electronic and electromechanical subassemblies are integral enablers of autonomous intelligent drones, cars,satellites, smartphones, and in vivo medical devices. They necessitate iterative development, IP safety, fast time-to-market anddevice performance gains, thereby mandating AME for in-house, rapid prototyping and production. Nano Dimension machinesserve cross-industry needs by depositing proprietary consumable conductive and dielectric materials simultaneously, whileconcurrently integrating in-situ capacitors, antennas, coils, transformers and electromechanical components, to function at unprecedentedperformance. Nano Dimension bridges the gap between PCB and semiconductor integrated circuits. A revolution at the click of abutton: From CAD to a functional high-performance AME device in hours, solely at the cost of the consumable materials. Formore information, please visit www.nano-di.com.
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Forward-LookingStatements
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. 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 the potential of its products and directing resources to product and technology development, its expectation to be better positioned as the electronics landscape is revitalized in a post-Covid-19 resurgence, and the Company’s intention to allocate more funds to R&D, in order to be ready with new technology as Covid-19 subsides. 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 10, 2020, and in any subsequent filings with the SEC. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: Nano Dimension’s ability to increase sales and revenue, its burn rate, and its ability to continue as a going concern. 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.
NANODIMENSION INVESTOR RELATIONS CONTACT
Yael Sandler, CFO | ir@nano-di.com
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ConsolidatedStatements of Financial Position as at
| June 30, | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | |||||||
| (In thousands of USD) | (Unaudited) | (Unaudited) | |||||||
| Assets | |||||||||
| Cash and cash equivalents | 5,290 | 39,665 | 3,894 | ||||||
| Bank deposits | 31 | 9,860 | 31 | ||||||
| Trade receivables | 1,174 | 541 | 1,816 | ||||||
| Other receivables | 573 | 503 | 570 | ||||||
| Inventory | 3,967 | 3,956 | 3,543 | ||||||
| Total current assets | 11,035 | 54,525 | 9,854 | ||||||
| Restricted deposits | 351 | 376 | 377 | ||||||
| Property plant and equipment, net | 5,350 | 4,391 | 4,743 | ||||||
| Right of use asset | 1,640 | 2,258 | 2,673 | ||||||
| Intangible assets | 5,597 | 4,826 | 5,211 | ||||||
| Total non-current assets | 12,938 | 11,851 | 13,004 | ||||||
| Total assets | 23,973 | 66,376 | 22,858 | ||||||
| Liabilities | |||||||||
| Trade payables | 819 | 669 | 850 | ||||||
| Other payables | 3,153 | 3,678 | 3,575 | ||||||
| Total current liabilities | 3,972 | 4,347 | 4,425 | ||||||
| Liability in respect of government grants | 867 | 892 | 1,044 | ||||||
| Lease liability | 1,273 | 1,699 | 2,089 | ||||||
| Liability in respect of warrants and rights of purchase | 2,804 | 1,834 | 3,698 | ||||||
| Total non-current liabilities | 4,944 | 4,425 | 6,831 | ||||||
| Total liabilities | 8,916 | 8,772 | 11,256 | ||||||
| Equity | |||||||||
| Share capital | 5,559 | 66,236 | 6,441 | ||||||
| Share premium and capital reserves | 63,850 | 61,748 | 65,202 | ||||||
| Treasury shares | (1,509 | ) | (1,509 | ) | (1,509 | ) | |||
| Presentation currency translation reserve | 1,431 | 1,431 | 1,431 | ||||||
| Accumulated loss | (54,274 | ) | (70,302 | ) | (59,963 | ) | |||
| Total equity | 15,057 | 57,604 | 11,602 | ||||||
| Total liabilities and equity | 23,973 | 66,376 | 22,858 |
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ConsolidatedStatements of Profit or Loss and Other Comprehensive Income
(In thousands of USD, except per share amounts)
| For the Six-Month<br><br> Period Ended<br> June 30, | For the Three-Month<br><br> Period Ended<br> June 30, | For the Year ended <br> December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Revenues | 2,850 | 990 | 1,161 | 288 | 7,070 | ||||||||||
| Cost of revenues | 1,959 | 589 | 841 | 174 | 4,312 | ||||||||||
| Cost of revenues - amortization of intangible | 386 | 386 | 193 | 193 | 772 | ||||||||||
| Total cost of revenues | 2,345 | 975 | 1,034 | 367 | 5,084 | ||||||||||
| Gross profit (loss) | 505 | 15 | 127 | (79 | ) | 1,986 | |||||||||
| Research and development expenses, net | 4,474 | 3,597 | 2,322 | 1,895 | 8,082 | ||||||||||
| Sales and marketing expenses | 2,871 | 1,749 | 1,507 | 930 | 5,469 | ||||||||||
| General and administrative expenses | 1,590 | 1,943 | 1,023 | 908 | 3,270 | ||||||||||
| Operating loss | (8,430 | ) | (7,274 | ) | (4,725 | ) | (3,812 | ) | (14,835 | ) | |||||
| Finance income | 7,317 | 130 | 3,796 | -- | 8,765 | ||||||||||
| Finance expense | 1,551 | 3,195 | (*) | 259 | 4,453 | (*) | 2,283 | ||||||||
| Total comprehensive loss | (2,664 | ) | (10,339 | ) | (1,188 | ) | (8,265 | ) | (8,353 | ) | |||||
| Basic loss per share (after 1:50 reverse split effective June 29, 2020) | (0.82 | ) | (0.55 | ) | (0.33 | ) | (0.27 | ) | (2.38 | ) | |||||
| (*) | The<br>Finance expenses are mainly attributed to finance expenses due to changes in the fair value of warrants of approximately $3,023,000<br>in the six months ended June 30, 2020, and approximately $4,322,000 in the second quarter of 2020. | ||||||||||||||
| --- | --- |
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ConsolidatedStatements of Changes in Equity (Unaudited)
(In thousands of USD)
| Share<br> capital | Share<br><br> premium and <br><br>capital <br><br>reserves | Treasury <br><br>shares | Presentation <br><br>currency <br><br>translation <br><br>reserve | Accumulated <br><br>loss | Total<br> equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the six months ended June 30, 2020: | ||||||||||||||||
| Balance as of January 1, 2020 | 6,441 | 65,202 | (1,509 | ) | 1,431 | (59,963 | ) | 11,602 | ||||||||
| Issuance of ordinary shares, net | 55,512 | (9,743 | ) | -- | -- | -- | 45,769 | |||||||||
| Conversion of convertible notes | 2,013 | (78 | ) | -- | -- | -- | 1,935 | |||||||||
| Exercise of warrants and options | 2,270 | 2,883 | -- | -- | -- | 5,153 | ||||||||||
| Share-based payments | -- | 3,484 | -- | -- | -- | 3,484 | ||||||||||
| Net loss | -- | -- | -- | -- | (10,339 | ) | (10,339 | ) | ||||||||
| Balance as of June 30, 2020 | 66,236 | 61,748 | (1,509 | ) | 1,431 | (70,302 | ) | 57,604 | ||||||||
| For the three months ended June 30, 2020: | ||||||||||||||||
| Balance as of April 1, 2020 | 12,219 | 65,216 | (1,509 | ) | 1,431 | (62,037 | ) | 15,320 | ||||||||
| Issuance of ordinary shares, net | 51,747 | (9,325 | ) | -- | -- | -- | 42,422 | |||||||||
| Exercise of warrants and options | 2,270 | 2,883 | -- | -- | -- | 5,153 | ||||||||||
| Share-based payments | -- | 2,974 | -- | -- | -- | 2,974 | ||||||||||
| Net loss | -- | -- | -- | -- | (8,265 | ) | (8,265 | ) | ||||||||
| Balance as of June 30, 2020 | 66,236 | 61,748 | (1,509 | ) | 1,431 | (70,302 | ) | 57,604 |
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