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 (Report No. 5)
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
Attached hereto and incorporated herein is Nano Dimension Ltd.’s (the “Registrant”) press release issued on March 13, 2023, titled “Israeli Court Rejects Bistricer’s Murchinson Motion In Lawsuit filed by Nano Dimension respect to their Ilegal Shareholder Meeting.”
The first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached hereto as Exhibit 99.1 are incorporated by reference into the 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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: March 14, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
Israeli Court Rejects Bistricer’s Murchinson Motion In Lawsuit filed by Nano Dimension respect to their Ilegal Shareholder Meeting
Court Hearing is set to June 18th, 2023
Waltham, Mass., March 13, 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 the Israeli court decided that the preliminary hearing on the Company’s Statement of Claims filed against Marc Bistricer’s Murchinson, and its affiliates will be held as scheduled on June 18^th^, 2023. The court provided this decision further to Murchinson’s motion to set an urgent court hearing and to shorten the procedures deadlines in order to reach a judgement before the date of the illegal Shareholder Meeting Murchinson called.
The court determined today that although it is within its authority to shorten deadlines, Bistricer’s Murchinson motion to expedite the hearing was rejected and the preliminary court hearing date remained as scheduled on June 18^th^, 2023.
As previously announced on January 30^th^, 2023 and on February 23^rd^, 2023, the notice of a special general meeting of the Company’s shareholdersissued by Murchinson is invalid and failed to comply with requirements under applicable law, and therefore the Company filed its lawsuit in the courts in Israel seeking a declaratory judgment that the Murchinson meeting is illegal and seeking $10 million damages in relation to Murchinson’s illegal and bad faith actions.
Moreover, it is important to note that any cooperation with the illegal Shareholder Meeting is a direct violation of the Depository Agreement between the Company, Bank of New York Mellon(the depositary) and the ADS holders, as well the Company’s Articles of Association.
The Nano Dimension Board of Directors urges shareholders to take no action and disregard any materials or WHITE proxy cards they may receive. Nano Dimension will inform its shareholders if and when a valid and duly called meeting will be held.
The Nano Dimension Board of Directors and management team are committed to 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.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existingelectronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronicsand manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime,anywhere
Nano Dimension’s strategy is driven by the application ofdeep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, alongwith the management of a distributed manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers across vertical targetmarkets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. Thecompany designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. AdditiveElectronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). AdditiveManufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimetersto several centimeters in size with micron precision.
Through the integration of its portfolio of products, Nano Dimensionis offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturingcapabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]