6-K

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: February 2021 (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 February 9, 2021, titled “Nano Dimension’s CEO Letter to Shareholders.”

The first two paragraphs and the section titled “Forward-Looking Statements” in the press release are incorporated by reference into the registration statements on Form F-3 (File No. 333-233905  and 333-251155) and Form S-8 (File No. 333-214520 and 333-248419) of the Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.

2

Exhibit 99.1

Nano Dimension’s CEO Letter to Shareholders

EarlyFinancial Results: Approximate Revenues of $3.4 Million for 2020Recent Cash Reserves of $990 Million with No Debt

Sunrise, Florida, Feb. 09, 2021 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM), an industry leading Additively ManufacturedElectronics (AME)/PE (Printed Electronics) provider, today announced a preview of its financial results for the year ended December 31, 2020.

On a preliminary basis, Nano Dimension reported unaudited revenue of approximately $3,400,000 for the year ended December 31, 2020, approximately $990 million of cash reserves, and no debt, as of January 31, 2021. The above information reflects preliminary estimates with respect to certain results of Nano Dimension for the year ended December 31, 2020, based on currently available information. Because the audit is not yet complete, Nano Dimension’s final results may vary from the preliminary estimates.

Yoav Stern, President & Chief Executive Office remarked: “As I have commented in our quarterly results conference calls since May 2020, as well as in presentations to dozens of new investors, during the eight capital raising transactions totaling $1 billion since May 2020, the COVID-19 pandemic affected the sales of our DragonFly LDM® systems in 2020. In fact, I stated publicly that revenue in 2020 could be close to zero; therefore, I am pleased with our results. Our customers and prospects have been subjected to travel and capital expense restrictions, as well as limitations on visits of our engineers for sales, installations and support. Acquiring breakthrough technologies has not been a priority for buyers struggling with a “tsunami” event like COVID-19.”

Mr. Stern added, “I was positively surprised during H2/2020, as our revenue was much higher than I expected, reflecting the following 5 upward trends:

Mr. Stern concluded, “COVID-19 is still in full force in Europe and the U.S. Our working assumption is that once it phases out, we should experience a “sling shot” effect on sales as a result of the removal of restrictions on capital spending, supplier visits and travel by our customers and prospects.  In preparation for this stage, we have planned an aggressive go-to-market strategy, supported by our cash reserves.”

Other 2020 milestones and M&A activity include the following:

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. The DragonFly LDM® systemis being deployed in a wide range of industries, including academic and research institutions, defense, aerospace, autonomousautomotive, robotics, and biotech. Its ability to enable on-site prototyping in a matter of hours instead of weeks; create productswith better performance; reduce the size and weight of electronic parts and devices; enable innovation; and critically important,protect IP, is a paradigm shift in how industry and research institutions will research, develop, and produce High-PerformanceElectronic Devices (Hi-PEDs™.) Nano Dimension machines serve cross-industry needs by depositing proprietary consumable conductiveand dielectric materials simultaneously, while concurrently integrating in-situ capacitors, antennas, coils, transformers andelectromechanical components, to function at unprecedented performance. Nano Dimension bridges the gap between PCB and semiconductorintegrated circuits. A revolution at the click of a button: From CAD to a functional high-performance AME device in hours, solelyat the cost of the consumable materials. For more information, please visit www.nano-di.com.

Formore information, please visit www.nano-di.com.

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. For example, Nano Dimension is using forward-looking statements in this press release when it discusses its preliminary unaudited estimates of revenues and cash reserves for the year ended December 31, 2020, its go-to-market strategy, it’s M&A strategy, discussions and potential targets, its expected growth and market penetration in 2021 and its working assumption that once the COVID-19 pandemic phases out, Nano Dimension should experience a “sling shot” effect on sales. 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 10, 2020, 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.

NANODIMENSION INVESTOR RELATIONS CONTACT

Yael Sandler, CFO | [email protected]

U.S.Investor Relations:

Dave Gentry

RedChip Companies Inc.

[email protected]

407-491-4498

1-800-RED-CHIP (733-2447)