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: July 2023 (Report No. 4)
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 July 12, 2023, Nano Dimension Ltd. (the “Registrant”) issued: (i) a press release titled “Nano Dimension Discloses Some of the Landmark Q2/2023 Sales of Its 3D Additive Manufacturing Printers and Additive Electronics’ Robotics Systems,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein; (ii) a press release titled “Nano Dimension’ Dissident Shareholder Murchison Ltd.’s Owner, Marc Bistricer’s Case is Scheduled For Continued Hearing Processes During the Rest of 2023 Before Capital Markets Tribunal (the “Tribunal”) in Canada,” a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein; and (iii) a press release titled “Nano Dimension Sets the Record Straight on NY Federal Court Ruling and Corrects the Misleading Information, as Published by Bistricer’s Murchinson Yesterday,” a copy of which is furnished herewith as Exhibit 99.3 and incorporated by reference herein.
The first three paragraphs and the section entitled “Forward-Looking Statements” of Exhibit 99.1 and Exhibit 99.3 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
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: July 13, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
Nano Dimension Discloses Some of the Landmark Q2/2023 Sales of Its 3D Additive Manufacturing Printers and Additive Electronics’ Robotics Systems
Customers Include Leading, Large-Scale WesternBusinesses and Organizations, Generating Over $4 Million of the $14.8 Million in Revenue in the Quarter:
| ● | SpaceExploration Equipment Company |
|---|---|
| ● | SatelliteEquipment Innovator |
| --- | --- |
| ● | NationalDefense Agency |
| --- | --- |
| ● | AWorld Leading Nuclear Research Group |
| --- | --- |
| ● | Oneof the World’s Largest Computer Manufacturers |
| --- | --- |
Waltham, Mass., July 12, 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, announced today that it closed a series of landmark sales of Additive Manufacturing printers and Additive Electronics robotics systems in Q2/2023 which are material in size and customers’ profiles that are leading and large-scale businesses and organizations.
These sales are only a portion of the Company’s $14.8 million in sales for the quarter (preliminarily results were announced last week), but they are material due to both the financial terms and perhaps more importantly to the profile of the customers which we look forward to continuing to support in the future. The initial sales totaling over $4 million in revenue and include some recurring revenues are to businesses and organizations that are leaders in their respective fields. While the names of the customers cannot be shared as they are defense related and/or focus on IP sensitive work, a partial list of the organizations includes: a space exploration company, a satellite equipment innovator, a national defense agency, a nuclear research group, and a computer manufacturer.
The portfolio of products sold are from across Nano Dimension’s product lines with a notable portion being the DragonFly® IV System for Additively Manufactured Electronics (“AME”) and a range of Additive Electronics robotics systems. These products are leveraged for a range of uses from innovation and prototyping to high-mix, low-volume production.
Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension, added, “We are proud of our progress with sales not only increasing by revenue and gross margin metrics – quarter-over-quarter, year-over-year – but we are also seeing that the profile of customers who choose to do business with us is advancing up to the higher levels. These customers are leaders in performing some of the most demanding, forward-looking work that will keep us safe and define our future, or both. These are only a portion of our revenue, but a great indicator of our success – and an encouraging indication for the future.”
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) visionis to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficientprecision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanicaldevices - 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 andconsumable materials. 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 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, Nano Dimension is using forward-looking statements in this press release when it discusses that the products are leveraged for a range of uses from innovation and prototyping to high-mix, low-volume production and that sales are a great indicator of its success and an encouraging indication for the future. 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 30, 2023, 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]
Exhibit 99.2
Nano Dimension’ Dissident Shareholder Murchison Ltd.’s Owner, Marc Bistricer’s Case is Scheduled For Continued Hearing Processes During the Rest of 2023 Before Capital Markets Tribunal (the “Tribunal”) in Canada
Bistricer Accused of Profiting by ViolatingPublic Retail Investors’ Interestand Canadian Securities Law
Capital Markets TribunalHearingis On Illegal Trading ActivityNegates Good Standing for Involvement in Public Companies
The Tribunal Dismissed A Motion Broughtby Bistricer on May 8^th^, 2023 For Additional Disclosure of Documents
The Ontario Securities Commission (the “OSC”)Staff Seeking Orders from the Tribunal That Murchison Owner, Marc Bistricer:
| ● | Resign From Director or Officer Positions and Prohibits His Appointment to Any Further Positions |
|---|---|
| ● | Have OSC Registration Terminated |
| --- | --- |
| ● | Cease Trading In Any Securities or Derivatives |
| --- | --- |
| ● | Not be Allowed to Acquire Any Securities Permanently |
| --- | --- |
Waltham, Mass., July 12, 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, announced today that Marc Yuda Bistricer (“Bistricer”) Case (File No. 2022-24) stood for a hearing before Capital Markets Tribunal in Toronto, Ontario, Canada, after the Tribunal, on May 8, 2023, dismissed a motion brought by Bistricer for additional disclosure of documents.^1^
The OSC staff, in its case against Mr. Marc Bistricer (owner of Murchinson Ltd.), **** has made serious allegations that Mr. Marc Bistricer, who used a private holding company, Saline Investments Ltd., part owner of Murchinson, (“Saline”), and other market participants (together with Bistricer and Saline, the “Respondents”) are “accountable for an illegal and abusive shortselling scheme that violated Ontario securities law and was contrary to the public interest”^2^ in connection with a private placement by a public company – Canopy Growth Corporation (“Canopy”).^3^
ORDERS SOUGHT by staff of the OSC^4^
OSC staff has requested that the Tribunal make, among others, the following orders:
| a. | “…any registration or recognitiongranted to the Respondents …beterminated…” |
|---|---|
| b. | “… Respondents cease trading in any securities or derivatives permanently…” |
| --- | --- |
| c. | “… Respondents be prohibited from acquiring any securities permanently.” |
| --- | --- |
| d. | “… Mr. Bistricer resignfrom any position he may hold as a director or officer<br>of an issuer.” |
| --- | --- |
| e. | “… Mr. Bistricer be prohibitedfrom becoming or acting asa directoror officer of an issuer permanently.” |
| --- | --- |
| f. | “… Mr. Bistricer resignfrom any position he may hold asa directoror officer of a registrant, |
| --- | --- |
| g. | “… Mr. Bistricer be prohibitedfrom becoming or acting as adirectoror officer of a registrant permanently. |
| --- | --- |
| h. | “… Mr. Bistricer resignfrom any position he may holdas a directoror officer of an investment fund manager… |
| --- | --- |
| i. | “.. Mr. Bistricer be prohibitedfrom becoming or acting as adirector orofficer of an investment fund manager permanently … |
| --- | --- |
| j. | “… **** Respondentsbe prohibited from becoming or acting as a registrant, as an investment fund manager or as a promoter permanently… |
| --- | --- |
| k. | “… Respondents pay an administrative penalty… for each failure to<br>comply with Ontario securities law…” |
| --- | --- |
| ^1^ | https://www.capitalmarketstribunal.ca/en/proceedings/cormark-securities-inc-re/notice-matter-cormark-securities-inc-et-al-0 |
| --- | --- |
| ^2^ | IN THE MATTER OF CORMARK SECURITIES INC., WILLIAM JEFFREY KENNEDY,<br>MARC JUDAH BISTRICER AND SALINE INVESTMENTS LTD. / STATEMENT OF ALLEGATIONS |
| --- | --- |
| ^3^ | The allegations made in the proceedings have not been proven<br>yet and are contested by Bistricer and Saline. |
| --- | --- |
| ^4^ | All below: “IN THE MATTER OF CORMARK SECURITIES INC.,<br>WILLIAM JEFFREY KENNEDY, MARC JUDAH BISTRICER AND SALINE INVESTMENTS LTD. / STATEMENT OF ALLEGATIONS” |
| --- | --- |
Quoted from the statement of allegationsby the OSC:^5^
“Failure to deal fairly, honestlyand in good faith.”
| ● | “…Mr. Bistricer created<br> and carried out an illegal<br> and abusive short selling scheme.” |
|---|---|
| ● | “…description was false…” |
| --- | --- |
| ● | “...hid from Canopy the benefits of the transactions to Saline…concealed<br>the short selling that facilitated Saline’s virtually risk-free profits …misrepresented the relationship...<br>in fact, most of the profits were Saline.” |
| --- | --- |
| ● | “It was key …in this deal… the underwriter (Saline) sold<br>short the entire amount of the offering on the day of pricing. Those short sales may have curbed increases in,<br>or reduced, the closing price, affecting the offering price and lowering Canopy’s net proceeds.” |
| --- | --- |
“Further conduct contrary to the publicinterest”
“…Respondents’ conduct was abusiveand contrary to the animating principles of Ontario securities law…undermined the investor protection… undercutthe timely, accurate and efficient disclosure of information…”
Avoiding disclosure
| ● | Respondents sought to minimize the timely, accurate<br>and efficient disclosure of information. |
|---|---|
| ● | non-disclosure reduced the risk of regulatory action<br>because the entirety of the series of transactions was hidden |
| --- | --- |
| ● | “The non-disclosure also reducedthe risk of civil litigation.” |
| --- | --- |
| ● | “…retail investors who purchased the short<br>sold shares from Saline… had a right to recover the purchase price as unjust enrichment to Saline...the retail<br>investors never knew… they were deprived of their rights.” |
| --- | --- |
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) visionis to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficientprecision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanicaldevices - 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.
| ^5^ | All below: SEE APPENDIX: “IN THE MATTER OF CORMARK SECURITIES<br>INC., WILLIAM JEFFREY KENNEDY, MARC JUDAH BISTRICER AND SALINE INVESTMENTS LTD. / STATEMENT OF ALLEGATIONS” |
|---|
2
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 andconsumable materials. 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 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, Nano Dimension is using forward-looking statements in this press release when it discusses the date of the court hearing for the Respondents. 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 30, 2023, 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]
3
Exhibit 99.3
Nano Dimension Sets the Record Straight on NY Federal Court Ruling and Corrects the Misleading Information, as Published by Bistricer’s Murchinson Yesterday
Waltham, Mass., July 12, 2023 (GLOBE NEWSWIRE)-- Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, outlines the proper description and context of the decision of the U.S. District Court for the Southern District of New York (the “Court”) from July 11, 2023 to dismiss the case filed by NANO against Murchison Ltd. and other shareholders.
NANO filed a complaint with the Court in March 2023, asking the Court to address Murchinson’s and Anson Advisors Inc. (“Anson”)’s failure to make disclosures required by the U.S. securities laws. As a direct result of NANO’s complaint, Murchinson and Anson amended their respective securities disclosures on May 2, 2023, and June 23, 2023—both times attaching NANO’s complaint, which asserted that Murchinson and Anson had together obtained more than 10% interest in NANO’s American Depository Shares (“ADSs”) and, were working together to attempt to take control of NANO and obtain its assets.
Murchinson’s description of NANO’s suit as “frivolous” is wrong and mischaracterized the Court’s decision. Rather, the Courtfound that NANO’s suit “achieved the goals of Section 13(d)” because the amended disclosures Murchinson and Anson filed “alert[ed] the public to the pertinent information about Defendants.” The Court then dismissed the Section 13(d) claims against Murchinson and Anson as moot precisely because – as a result of NANO’s suit – their coordination was finally revealed.
The Court’s ruling permits NANO to pursue its claims concerning Murchinson and Anson’s misconduct in New York State court, which NANO fully intends to do. As NANO has alleged, and will pursue in New York State court, Murchinson and Anson breached the depositary agreement by and among NANO, the Bank of New York Mellon and ADS holders and owners by staging an illegal shareholder meeting, where they conductedan illegal vote and attempted to unlawfully replace NANO’s rightful board members. NANO also intends to pursue other state law claims against Murchinson and Ansonand ask the state court to redress the steps they have takento unjustly enrich themselves at the expense of NANO and its investors.
The state court complaint is planned to be filed this week.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) visionis to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficientprecision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanicaldevices - 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 andconsumable materials. 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 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, Nano Dimension is using forward-looking statements in this press release when it discusses its intention to file a claim against Murchinson and Anson with the New York State court and the timing thereof. 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 30, 2023, 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]