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: November 2024 (Report No. 6)
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 November 21, 2024, Nano Dimension Ltd. (the “Company”) issued a press release titled “Israeli Court Ruling Validates Nano Dimension Board’s Strategic Decisions and Clarifies Current Board Structure,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File No. Nos. 333-255960, 333-233905, 333-251155, 333-252848, and 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Informationabout the Transaction and Where to Find It
In connection with the proposed transaction between Markforged Holding Corporation (“Markforged”) and the Company, Markforged filed with the SEC a definitive proxy statement (the “Proxy Statement”) on November 13, 2024, and mailed the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. Markforged may also file other relevant documents with the SEC in connection with the proposed transaction. This document is not a substitute for the Proxy Statement, or any other document that Markforged may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other filings containing important information about Markforged and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Markforged will be available free of charge on Markforged’s website at https://investors.markforged.com/sec-filings and copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://investors.nano-di.com/sec-filings-1/default.aspx.
Participants in the Solicitation
The Company, Markforged and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of Markforged, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024, the Proxy Statement and Markforged’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Markforged stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of the Markforged directors and executive officers in the transaction, which may be different than those of Markforged’s stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
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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: November 21, 2024 | By: | /s/ Dotan Bar-Natan |
| Name: | Dotan Bar-Natan | |
| Title: | General Counsel |
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Exhibit 99.1
Israeli Court Ruling Validates Nano DimensionBoard’s Strategic Decisions and Clarifies Current Board Structure
Court Validates Business Judgement on StrategicActions Taken by Nano, Including Agreements to Acquire Desktop Metal and Markforged
Previous Murchinson Nominees Kenneth Traub andDr. Joshua Rosensweig Become Full Board Members
Yoav Stern Continues as CEO and Stands for Election,as Planned, at 2024 Annual General Meeting
Nano Urges Shareholders to Protect Their Investmentand Vote “FOR” ALL of Nano’s Proposals
To Learn More Visit: www.ProtectingNanoValue.com
Waltham, Mass., Nov. 21, 2024 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics and multi-dimensional polymer, metal & ceramic Additive Manufacturing 3D printing solutions, today commented on the Israeli court ruling regarding Nano’s Extraordinary General Meeting (the “EGM”) that was held on March 20^th^, 2023.
Highlights of the ruling include:
| · | The EGM on March 20^th^, 2023, was determined<br>to have been duly convened and the results of the meeting are valid, including the proposed changes to the Company’s Articles of<br>Association. |
|---|---|
| · | Decisions made by Nano’s Board since the<br>March 2023 EGM are also valid, including agreements to acquire Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding<br>Corporation (“Markforged”). |
| --- | --- |
| · | Kenneth Traub and Dr. Joshua Rosensweig, two<br>nominees put forth by Murchinson Ltd. (“Murchinson”) ahead of the March 2023 meeting who have been serving as Board observers,<br>have been appointed as full Board members, effective immediately. |
| --- | --- |
| · | CEO Yoav Stern is no longer a Board member. He<br>continues to stand for election as planned at the 2024 Annual General Meeting (the “Annual Meeting”) to be held on December<br>6, 2024. |
| --- | --- |
The Company clarifies in response to Murchinson’s announcement issued earlier today, that, although Dr. Yoav Nissan-Cohen and Oded Gera have been removed from the Company’s Board in the March 2023 EGM pursuant to the court ruling, both, however, have been elected at the Company’s Annual Meeting held in September 2023 and are serving as Board members.
Dr. Yoav Nissan-Cohen, Chairman of the Board of Nano Dimension, commented: “We are pleased to welcome Kenneth Traub and Dr. Joshua Rosensweig as full members to Nano’s Board. Both have been actively engaged as observers to date and we look forward to their continued insights in guiding the Company’s strategy. We are also pleased that the Israeli Court affirmed to our shareholders and other stakeholders that our Board was fully authorized to oversee Nano’s strategy, including our transformational M&A strategy and acquisitions of Desktop Metal and Markforged. We remain committed to advancing our plans to become the market leader in digital manufacturing and delivering long-term value creation for our shareholders.”
Dr. Nissan-Cohen added, “Yoav Stern continues as CEO and stands for election as planned along with General Garrett at our upcoming Annual Meeting. It is critically important that shareholders benefit from Yoav’s expertise as a director and that General Garrett remains a Board member. With their deep expertise and institutional knowledge, we have the right Board in place to bolster our long-term strategy.”
Under the court’s ruling, Murchinson’s previous nominees now hold two seats on Nano’s Board. Accordingly, Nano’s Board urges the Company’s shareholders to protect their investment and the Company's future by voting today “FOR” ALL of Nano’s proposals, including thereelection of Yoav Stern and General Garrett, and AGAINST Murchinson’s proposals at its upcoming Annual Meeting.
For most shareholders, the expected deadline to vote electronically will be 11:59 pm ET on December 1, 2024. Some brokers may have earlier deadlines, so shareholders are encouragedto call their brokers TODAY to ensure their vote is counted. Since time is short, shareholders are encouraged to vote bye-mail or electronically according to the instructions on their proxy card. Voting by e-mail or electronically is the best way for shareholders to ensure that their votes will be counted.
Shareholders of record as of the close of business on October 22nd, 2024, are entitled to vote at the Annual Meeting, which will be held on Friday, December 6th, 2024, at 7:00 AM ET.
Nano’s proxy statement and other important information and resources related to the Annual Meeting can be found at www.ProtectingNanoValue.com or the investor relations page of the Company’s website.
Nano is still reviewing and assessing the court ruling and evaluating any actions it may require to take.
If you have questions about how to vote your shares, please contact:
| <br><br> <br>INNISFREE M&A INCORPORATED<br><br> <br><br><br> <br>Shareholders, Call Toll-Free: (877) 717-3923<br><br> <br>****<br><br> <br>Banks and Brokers, Call Collect: (212) 750-5833 |
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About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and 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 of deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
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Nano Dimension has served over 2,000 customers across vertical target markets such as aerospace and 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 and consumable 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-based applications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, 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 document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include statements regarding Nano’s strategic plan and value to shareholders, and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. When used in this communication, the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various risks and uncertainties. Further, actual results, performance, or achievements of Nano could differ materially from those described in or implied by the statements in this communication. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed (i) under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC, (ii) under the heading “Risk Factors” in Desktop Metal, Inc.’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC, and (iii) under the heading “Risk Factors” in Markforged Holding Corporation’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano 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 communication. Nano is not responsible for the contents of third-party websites.
Nano Dimension Contacts
Investor:
Julien Lederman, VP Corporate Development
ir@nano-di.com
Media:
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
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