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. 9)
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 22, 2023, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension’s Chairman and CEO on The Falsity of Murchinson’s Shareholder Meeting”. A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
On March 23, 2023, the Registrant issued: (i) a press release titled “Nano Dimension’s Chairman and CEO Answers Questions on the Company’s Products, Materials and variety of Technologies,” a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein; (ii) a press release titled “Nano Dimension’s Chairman and CEO Discusses Technology with the Company’s Senior Chief Technology Officer, Nick Geddes,” a copy of which is furnished herewith as Exhibit 99.3 and incorporated by reference herein; (iii) a press release titled “Nano Dimension’s Chairman and CEO In a Message to Israeli Shareholders and Stakeholders, In Hebrew:”, a copy of which is furnished herewith as Exhibit 99.4 and incorporated by reference herein; and (iv) a press release titled “Nano Dimension to Review its Options Relative to Stratasys and Other Strategic Acquisition Targets,” a copy of which is furnished herewith as Exhibit 99.5 and incorporated by reference herein.
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 24, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
NanoDimension’s Chairman and CEO on The Falsity of Murchinson’s Shareholder Meeting
An Explanation on Why The Meeting and Therefore The Vote Were Invalid
Waltham,Mass., March 22, 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, explains the falsity of the shareholder vote called by Murchinson Ltd. (“Murchinson”) and how its results are invalid.
Click here to watch the video: https://youtu.be/9TwzXSsKAsA
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension.
AboutNano Dimension
NanoDimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentallyfriendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digitaldesigns to electronic or mechanical devices - on demand, anytime, anywhere
NanoDimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilitiesby using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
NanoDimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-techindustrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and AdditiveManufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design anddevelopment of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for productionof metal, ceramic, and specialty polymers based applications - from millimeters to several centimeters in size with micron precision.
Throughthe 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 possibilitiesof additive manufacturing.
Formore information, please visit www.nano-di.com.
NANODIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
Exhibit 99.2
NanoDimension’s Chairman and CEO Answers Questions on the Company’s Products, Materials and variety of Technologies
InsightsInto the Important Advancements Driving Industry 4.0 Digital Manufacturing Solutions
Waltham,Mass., March 23, 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, responds to questions from shareholders about the Company’s products and technologies.
Yoav Stern sheds light on the newest advancements that are underpinning the Company’s progress in providing new digital manufacturing solutions that are realizing Industry 4.0 capabilities for mechanical and electronic Additive Manufacturing products, materials and applications.
Click here to watch the video: https://youtu.be/e7AadeL3eWA
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension
AboutNano Dimension
NanoDimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing intoIndustry 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
NanoDimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilitiesby using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
NanoDimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-techindustrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and AdditiveManufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design anddevelopment of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for productionof metal, ceramic, and specialty polymers based applications - from millimeters to several centimeters in size with micron precision.
Throughthe 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 possibilitiesof additive manufacturing.
Formore information, please visit www.nano-di.com.
ForwardLooking 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.
NANODIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
Exhibit99.3
NanoDimension’s Chairman and CEO Discusses Technology with the Company’s Senior Chief Technology Officer, Nick Geddes
SeniorCTO Answers Questions about Technological Development and Advancements in Product, Software, and Artificial Intelligence
Waltham,Mass., March 23, 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 Nick Geddes, Senior Chief Technology Officer of the Company, discusses advancements across the Company’s technology portfolio with Yoav Stern, Chairman and Chief Executive Officer of the Company.
Mr. Geddes provides new insights into product, software, and artificial intelligence.
Click here to watch the video: https://youtu.be/emakQVhDJV0
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension.
AboutNano Dimension
NanoDimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing intoIndustry 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
NanoDimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilitiesby using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
NanoDimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-techindustrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics andAdditive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable thedesign and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutionsfor production of metal, ceramic, and specialty polymers based applications - from millimeters to several centimeters in sizewith micron precision.
Throughthe 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 possibilitiesof additive manufacturing.
Formore information, please visit www.nano-di.com.
NANODIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
Exhibit99.4
NanoDimension’s Chairman and CEO In a Message to Israeli Shareholders and Stakeholders, In Hebrew:
**·**TheFalsity of Bistricer’s Murchinson Vote and Results
**·**Thecreation of Fake News
Waltham,Mass., March 23, 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, explains in Hebrew the falsity and the invalidity of the shareholder vote called by Bistricer’s Murchinson Ltd. (“Murchinson”), the fake news created as a result, and how other stakeholders in Israel have been misled.
Click here for Part 1 in Hebrew: Yoav explains the falsity and fakeness of the Bistricer’s Murchinson shareholder meeting: https://youtu.be/wV2ZIaN08_Y
Click here for Part 2 in Hebrew: Yoav continues on fake news and questionable partnership: https://youtu.be/0EK57zdulUU
A series of other videos are also available on Nano Dimension’s YouTube channel: https://www.youtube.com/@NanoDimension
AboutNano Dimension
NanoDimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentallyfriendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digitaldesigns to electronic or mechanical devices - on demand, anytime, anywhere
NanoDimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilitiesby using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
NanoDimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-techindustrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and AdditiveManufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design anddevelopment of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for productionof metal, ceramic, and specialty polymers based applications - from millimeters to several centimeters in size with micron precision.
Throughthe 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 possibilitiesof additive manufacturing.
Formore information, please visit www.nano-di.com.
NANODIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
Exhibit 99.5
NanoDimension to Review its Options Relative to Stratasys and Other
Strategic Acquisition Targets
Comments on Stratasys’ Response to Its All-Cash Offer
Expresses Disappointment in Stratasys’ Refusal to Engage
Waltham, Mass., March 23, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), the largest active shareholder of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) with a 14.5% ownership stake, today issued the following statement in response to Stratasys’ rejection of its proposal to acquire Stratasys for $18.00 per share in cash. The all-cash offer reflected a 36% premium to the unaffected closing stock price as of March 1, 2023, and a 31% premium to the 60-day VWAP through March 1, 2023.
“We are disappointed in Stratasys’ refusal to engage with Nano Dimension regarding our compelling offer, which would have delivered immediate value at a substantial premium to Stratasys’ shareholders amid a challenging market environment,” said Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension. “After constructive discussions with Stratasys’ CEO, we were surprised that the Stratasys Board was unwilling to engage in an open dialogue around a combination of our businesses. While we remain open to discussions, we are disciplined with regards to our growth strategy and will consider our options, relative to both Stratasys and alternative strategic acquisition targets currently under review.”
Greenhill & Co., LLC and Lazard Frères & Co., LLC are acting as Nano Dimension’s financial advisors, and Sullivan & Worcester LLP is serving as legal advisor.
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.
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 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 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 remaining open for discussions, or considering its options, relative to both Stratasys and alternative strategic acquisition targets currently under review. 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 | [email protected]
NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich | [email protected]