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. 8)
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 20, 2023, Nano Dimension Ltd. (the “Registrant”) issued: (i) a press release titled “Nano Dimension Responds: Misconceptions By Anson, While Bistricer is In Hiding,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein; and (ii) a press release titled “Nano Dimension’s Chairman and CEO on Video Schedule,” a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
On March 21, 2023, the Registrant issued: (i) a press release titled “Nano Dimension’s Chairman & CEO and Chief Artificial-Intelligence-Technology Officer Dr. Eli David Discuss Deep Learning and Industrial Applications,” a copy of which is furnished herewith as Exhibit 99.3 and incorporated by reference herein; and (ii) a press release titled “Nano Dimension Shareholders Overwhelmingly Did NOT Support Murchinson’s Proposals in Invalid Meeting; Murchinson Deceives, But the Numbers Don’t Lie,” a copy of which is furnished herewith as Exhibit 99.4 and incorporated by reference herein.
The fifth and sixth paragraphs and the section entitled “Forward-Looking Statements” of Exhibit 99.4 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 21, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
NanoDimension Responds: Misconceptions By Anson, While Bistricer is In Hiding
Misleading Statements and Manipulated Facts By
Moez Kassam, Chief Investment officer of Anson
Waltham, Mass., March 20, 2023 (GLOBE NEWSWIRE) -- NanoDimension 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, released a video in which Yoav Stern, Chairman and Chief Executive Officer of the Company, addresses facts manipulated by Anson^1^/Murchinson Ltd.
Mr. Stern outlines the deceiving news releases of both firms, Mr. Marc Bistister hiding behind his business partners, and the manipulative claims of Mr. Moez Kassam in Anson’s recent letter to shareholders.
Click here to watch the video: https://youtu.be/3R-V9Toc_pY
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanicalmanufacturing into Industry 4.0 environmentally friendly & economically efficient precisionadditive electronics and manufacturing – by delivering solutions that convert digital designs to electronicor mechanical devices - on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the application of deep learning based AI todrive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of adistributed manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers across vertical target marketssuch 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).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 isoffering 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 its share price and its performance in the first quarter ending March 31, 2022. 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 | ir@nano-di.com
^1^ Anson Funds Management LP (“Anson”).
Exhibit99.2
NanoDimension’s Chairman and CEO on Video Schedule
Outlining The Agenda for Video Releases in The Upcoming Weeks
Waltham, Mass., March 20, 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, released a video in which Yoav Stern, Chairman and Chief Executive Officer of the Company, addresses the plan for video releases in the upcoming weeks.
The Company hopes shareholders will find the release of these videos as an opportunity to update themselves and interact with the Company.
Click here to watch the video: https://youtu.be/0PykJ9YkMhs
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturinginto Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by deliveringsolutions 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 improvementsin manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturingnetwork via the cloud.
Nano Dimension serves over 2,000 customers across vertical target marketssuch 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).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 isoffering 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 | ir@nano-di.com
Exhibit 99.3
NanoDimension’s Chairman & CEO and Chief Artificial-Intelligence-Technology Officer Dr. Eli David Discuss Deep Learning and IndustrialApplications
Erecting unprecedent Competitive Edge and Barriers to Entry
Waltham, Mass., March 21, 2023 (GLOBE NEWSWIRE) -- NanoDimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, released a video in which Dr. Eli David analyzes and describes the route from archaic Artificial Intelligence ("AI") to NANO’s transformative Deep Learning for Industrial Applications and Additive Manufacturing.
Click here to watch the video: https://youtu.be/o9cQz_UNghw
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanicalmanufacturing into Industry 4.0 environmentally friendly & economically efficient precisionadditive electronics and manufacturing – by delivering solutions that convert digital designs to electronicor mechanical devices - on demand, anytime, anywhere
Nano Dimension’s strategy is driven by the application of deep learning based AI to drive improvementsin manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturingnetwork via the cloud.
Nano Dimension serves over 2,000 customers across vertical target marketssuch as aerospace & defense, advanced au5tomotive, 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).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 isoffering 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 its vision to transform additive electronics and additive manufacturing. 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 | ir@nano-di.com
Exhibit 99.4
NanoDimension Shareholders Overwhelmingly Did NOT Support Murchinson’s Proposals in Invalid Meeting; Murchinson Deceives, But the NumbersDon’t Lie
| • | Over 90% of NanoDimension Shares Not Owned by Murchinson or Anson Voted Against Murchinson’s Nominees or TookNo |
|---|---|
| • | ActionExcluding Their Own Shares,Murchinson and Anson Garnered Support Representing Less Than 9.5% of Shares Voted |
| --- | --- |
| • | The Meeting – and Thereforethe Vote – is Invalid, and Nano Dimension Shareholders Should Disregard Any Voting Results Released by Murchinson |
| --- | --- |
Waltham, Mass., March 21, 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 issued the following statement in response to Murchinson Ltd.’s (“Murchinson”) claims about the results of the invalid shareholder meeting:
“From the start, Murchinson’s campaign has been predicated on falsehoods, misinformation and bad-faith actions. The announcement yesterday is merely a continuation of efforts to deceive shareholders by claiming ‘victory’ in a meeting that had no validity and therefore was of no consequence.”
“Excluding shares owned by Murchinson and Anson – who we have strong reason to believe has been acting in concert with Murchinson – the campaign received support from less than 9.5% of shares voted. Put another way, more than 90% of the Company’s shares voted that are unaffiliated with Murchinson and Anson either voted against Murchinson’s proposed nominees or opted not to participate in this fraudulent vote.”
“The low voter turnout, which was less than 13% of shares as of the record date excluding Murchinson and Anson owned shares, and lack of support for Murchinson’s nominees demonstrates that our shareholders will not be coerced by an actor who the Company believes is solely interested in making a quick profit at the expense of substantial potential long-term value for other shareholders. It further highlights the inherent flaws in Murchinson’s intense yet selective solicitation effort. This invalid and partial process and subsequent outcome is precisely what the Company’s Board of Directors warned against and wanted to avoid in order to protect the voice of ALL shareholders.”
Nano Dimension shareholders should disregard any voting results released by Murchinson.The meeting – and therefore the vote – is invalid.
Given that the notice of a special general meeting of the Company’s shareholders issued by Murchinson failed to comply with requirements under applicable law, and given that it 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, NanoDimension shareholders should disregard any voting results released by Murchinson. Further, no votes have been delivered from the Depositary to the Company, further underpinning the invalidity of the Murchinson meeting. In addition, the Israeli Court recently rejected Murchinson’s motion to shorten the procedural deadlines in order to reach a judgement on the alleged illegal March 20^th^ shareholder meeting. The Court hearing is scheduled for June 18, 2023.
“Nano Dimension’s Board of Directors and management team remain laser-focused on generating sustainable, long-term shareholder value through our disciplined capital allocation approach that combines strategic investments in both organic and inorganic opportunities with the return of capital to shareholders. We continue to make excellent progress against our strategic plan, generating exceptional revenue growth as we invest in the Company’s technology and continue to opportunistically pursue attractive acquisition opportunities, including the proposed transaction with Stratasys Ltd. (“Stratasys”), which would create a clear leader in the additive manufacturing industry.”
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturinginto Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by deliveringsolutions 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 todrive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of adistributed manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense,advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The company designs and makes AdditiveElectronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machinesthat enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturingsolutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimetersin size with micron precision.
Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapidprototyping, 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 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 describes generating sustainable, long-term shareholder value through its disciplined capital allocation approach that combines strategic investments in both organic and inorganic opportunities with the return of capital to shareholders, including potential revenue growth and acquisition opportunities, as well at the benefits of a potential transaction with Stratasys. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. The execution of a definitive merger agreement between Nano Dimension and Stratasys would be subject to approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions, receipt of required regulatory approvals and approval of Stratasys shareholders. 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 | ir@nano-di.com