6-K
Nano Dimension Ltd. (NNDM)
UNITED STATES
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 2025
Commission file number: 001-37600
NANO DIMENSION LTD.
(Translation of registrant’s name into English)
60 Tower Rd., Waltham, MA 02451
(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 x Form 40-F ¨
CONTENTS
On November 20, 2025, Nano Dimension Ltd. (the “Registrant”) issued a Shareholder Letter, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein, to accompany the proxy materials furnished to the Securities and Exchange Commission on October 21, 2025.
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Registrant’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 Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | |
|---|---|
| 99.1 | Shareholder Letter issued by Nano Dimension<br> Ltd. on November 20, 2025. |
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 hereunto duly authorized.
| Nano Dimension Ltd. | ||
|---|---|---|
| (Registrant) | ||
| Date: November 20, 2025 | By: | /s/ John Brenton |
| John Brenton | ||
| Chief Financial Officer |
Exhibit 99.1
Dear Nano Dimension Shareholders,
As we approach the upcoming Annual General Meeting on December 4, 2025, we are writing to highlight the importance of your vote and to provide an update on the meaningful progress outlined in our third quarter 2025 earnings release issued yesterday. We strongly encourage you to vote FOR all management proposals to maintain and support stability and progress.
Direction: Continued Momentum and Near-Term Improvements
Yesterday, we announced our third quarter 2025 results, highlighting the significant steps we are taking to strengthen the Company. We encourage you to review the full earnings release and to listen to the replay of our earnings call, which are available on the Investor Relations website, under the Events section: https://investors.nano-di.com/events/.
Key actions include:
| · | DrivingMeaningful Cost Reductions: Immediate measures taken to streamline our cost structure and improve operational efficiency. Total<br>non-GAAP operating expense savings are expected to reach approximately 10% to 15%. In the third quarter, these savings were already about<br>10%, with full run rate savings expected in early 2026. |
|---|---|
| · | ExecutingSignificant Share Repurchases: Believing our stock remains significantly undervalued, the Company has repurchased over 10 million<br>shares. |
| --- | --- |
| · | IssuingFourth Quarter 2025 Financial Guidance: For the first time in recent history, the Company provided forward looking guidance<br>to increase transparency and visibility into expected performance. |
| --- | --- |
| · | StrategicAlternatives Process: The Board, with the support of Guggenheim Securities, LLC and Houlihan Lokey, is conducting a structured,<br>data driven evaluation of all alternatives, aligned with our objective to maximize shareholder value and unlock the potential of our<br>technology, assets and operations. |
| --- | --- |
These initiatives demonstrate the short-term improvements already underway and the clear strategic direction guiding our execution.
Urgency: Your Vote Ensures Continuity of Leadership and Governance
Approval of the proposals at the upcoming Annual General Meeting is necessary to ensure the Company maintains an active CEO and Board of Directors. Without the required shareholder support, the Company would face a governance gap and a delay in executing the operational, financial and strategic initiatives we have communicated. Your vote is essential to ensuring continuity and enabling us to carry forward the momentum reflected in our recent results.
Stability and Execution: Protecting and Advancing Our Progress
Leadership stability is critical as we continue driving operational improvements, advancing our strategic direction and delivering long-term value. We strongly encourage you to vote FOR all management proposals to maintain and support stability and progress.
Annual General Meeting Details
We invite you to attend the Annual General Meeting of Shareholders, which will take place at the company’s headquarters located at 60 Tower Road, Waltham, MA 02541 and virtually, on Thursday, December 4, 2025, at 5:00 p.m., Israel time (10:00 a.m. EST). You may attend the Annual General Meeting of Shareholders in person or virtually via Microsoft Teams, Meeting ID: 314 066 704 235 2, Passcode: ke9B63zL. Details of the business to be conducted at the meeting are contained in the Notice of Annual General Meeting of Shareholders and Proxy Statement. Your vote is important to us. Even if you plan to join us in person, we encourage you to vote in advance. To ensure your vote is counted, please submit your proxy by Wednesday, November 26, 2025, at 7:00 p.m. Israel time (12:00 p.m. EST).
We appreciate your continued engagement and support as we work to create substantial value for our shareholders. For any questions, or to request a call with management ahead of the voting cutoff, please contact us at [email protected].
Sincerely,
**David Stehlin **Chief Executive Officer |
**Robert Pons **Chairman of the Board |
|---|
Forward-Looking Statements
This letter 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 future growth, 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. 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. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2025, 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.