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. 10)
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 27, 2023, Nano Dimension Ltd. (the “Registrant”) issued: (i) a press release titled “Nano Dimension Announces Fraunhofer Institute Purchase of DragonFly® IV System.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein; and (ii) a press release titled “Nano Dimension Initiates Legal Action to Protect Shareholders from Murchinson, Boothbay and Anson.” A copy of this press release is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
The first four paragraphs and the section entitled “Forward-Looking Statements” of Exhibit 99.1 and 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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 28, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
Nano Dimension Announces Fraunhofer Institute Purchase of DragonFly® IV System
The Sale of the 3D Printer for Electronics SignalsGrowing Relationship Between the Company and Germany’s Leading Research Group
Waltham, Mass., March 27, 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 received a purchase order for its newest AME system, the DragonFly® IV, from the Fraunhofer-Gesellschaft, a leading German research institution.
The sale is the result of a strategic relationship between Nano Dimension and the Fraunhofer Research Institution for Individualized and Cell-Based Medical Engineering (“Fraunhofer IMTE”) (www.imte.fraunhofer.de), which is one of the many groups in Fraunhofer-Gesellschaft. This sale will send the Company’s most advanced AME system to the Fraunhofer IMTE, which intends to use it for research and development projects in the field of medical electronics and instrumentation.
The Fraunhofer-Gesellschaft, based in Germany, is the world’s leading applied research organization. Prioritizing key future-relevant technologies and commercializing its findings for business and industry, it plays a major role in the innovation process. Founded in 1949, the Fraunhofer-Gesellschaft currently operates 76 institutes and research units throughout Germany. Over 30,000 employees, predominantly scientists and engineers, work with an annual research budget of €2.9 billion (approximately $3.1 billion).
The DragonFly® IV system is the ideal technology for Fraunhofer IMTE use cases. It enables specialty applications for High-Performance-Electronic-Devices (Hi-PEDs®) by simultaneously depositing proprietary conductive and dielectric substances, while integrating in-situ capacitors, antennas, coils, transformers, and electromechanical components. Such Hi-PEDs® are critical enablers for a range of applications, including 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.
Professor Matthias Gräser, Department Head Diagnostics at Fraunhofer IMTE, shared, “We are pleased to work with Nano Dimension, given how their 3D printer for electronics, the DragonFly® IV, will enable us to design and manufacture electrical components that will complete our platform for Medical 3D-Printing and drive our research and development work forward. With a system such as Nano Dimension’s we can overcome design limitations and optimize development processes in terms of time and costs.”
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.
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 Fraunhofer IMTE’s intended use of DragonFly® IV system, benefits and advantages of DragonFly® IV system for Fraunhofer IMTE use cases, that the DragonFly® IV will enable Fraunhofer IMTE to design and manufacture electrical components that will complete its platform for Medical 3D-Printing and drive its research and development work forward and can overcome design limitations and optimize development processes in terms of time and costs. 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.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
Exhibit 99.2
Nano Dimension Initiates Legal Action to Protect Shareholders from Murchinson, Boothbay and Anson
Lawsuit in the Southern District of New Yorkalleges that defendants:
| ● | Conspired to obtain a large stake in Nano Dimension |
|---|---|
| ● | Sought to take control of the Company and capture its $1 billion in cash. |
| --- | --- |
| ● | Evaded SEC disclosure requirements by filing false and misleading regulatorydisclosures. |
| --- | --- |
The Complaint Seeks to Prevent Further Misuseof Improperly Acquired Shares at the Expense of All Nano Dimension Shareholders
Waltham, Mass., March 27, 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 announced it has filed a lawsuit in the Southern District of New York against Murchinson Ltd. (“Murchinson”), Anson Advisors, Inc. (“Anson”), Boothbay Fund Management (“Boothbay”) and their affiliates (together, “Defendants”) for improperly acquiring and misusing their shareholding interests in Nano Dimension. The lawsuit seeks to immediately halt the Defendants’ unlawfulactions and to compensate Nano Dimension for the misconduct.
The Company asserts that Defendants have a long history of coordinated efforts against Nano Dimension and the interests of its shareholders. Among other illegal actions, the Complaint alleges that Defendants:
| ● | Conspired to obtain a large stake in Nano Dimension by working<br>in tandem to lower the price of the Company’s public securities in order to purchase shares at a discount; |
|---|---|
| o | On September 7^th^, 2022, just two days after Murchinson made a non-binding offer to acquire the Company, Anson and Boothbay<br>executed purchases totaling 1.86 million shares, or $4.5 million, within a matter of minutes. Murchinson’s offer was, at this point,<br>supposed to be confidential, but the trades allowed Anson and Boothbay to profit off the non-public material information that Murchinson<br>had made an offer to purchase Nano Dimension. |
| --- | --- |
| o | In the months that followed Murchinson, Anson, and Boothbay continued to acquire large amounts of Nano Dimension securities without<br>disclosing their growing interests or close coordination. |
| --- | --- |
| ● | Sought to take control of the Company and capture<br>its $1 billion in cash for themselves, rather than allowing it to be invested in the Company’s ongoing success and benefit of all<br>shareholders; and |
| --- | --- |
| ● | Evaded disclosure requirements by attempting to hide the existence<br>and purpose of their group as legally required and by filing false and misleading regulatory disclosures with the SEC; |
| --- | --- |
| o | Defendants began secretly acquiring shares in summer 2022, increasing their holdings from approximately 300,000 shares on March 31,<br>2022, to more than 23,632,500 shares by year-end – acquiring a more than 9% interest in the Company, and they continued to conceal<br>a creeping accumulation of Nano Dimension’s shares. By January 11^th^, 2023, the Murchinson-Anson-Boothbay group held above<br>10% beneficial ownership of Nano Dimension’s shares, and either failed to file Schedule 13Ds or omitted material information when<br>they did file – never disclosing the existence and purpose of their group as legally required. |
| --- | --- |
As detailed in its complaint, the Company provided evidence of prior coordination by the Defendants at other companies in an effort to gain trading advantage at the expense of other shareholders, and Defendants separately engaged in unlawful schemes in concert with additional investment funds.
The Nano Dimension Board of Directors and management team will continue to act in the best interests of the Company and all of its stakeholders, including taking action to halt Defendants’ scheme, described in the Complaint, to manipulate the public trading of Nano Dimension’s stock in violation of U.S. Securities laws and at the expense of the Company, innocent investors, and employees.
The complaint is filed in the Southern District of New York under case 1:23-cv-02566.
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.
2
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.
Forward Looking Statements
This press release may contain 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. 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.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich | [email protected]
3