SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)¹

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 11, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			Murchinson Ltd.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Canada
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					7,775,000#
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					7,775,000#
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			15,550,000#*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.1%
	14	TYPE OF REPORTING PERSON
			CO

^# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

2

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			Nomis Bay Ltd
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Bermuda
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,665,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					4,665,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,665,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.1%
	14	TYPE OF REPORTING PERSON
			CO

* Includes (i) 3,600,000 Ordinary Shares and (ii) 1,065,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

3

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			BPY Limited
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Bermuda
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,110,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					3,110,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,110,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.4%
	14	TYPE OF REPORTING PERSON
			CO

* Includes (i) 400,000 Ordinary Shares and (ii) 2,710,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

4

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			EOM Management Ltd.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Bermuda
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			7,775,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.5%
	14	TYPE OF REPORTING PERSON
			CO

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

5

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			James Keyes
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United Kingdom
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			7,775,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.5%
	14	TYPE OF REPORTING PERSON
			IN

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

6

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			Jason Jagessar
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Republic of Trinidad and Tobago
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			7,775,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.5%
	14	TYPE OF REPORTING PERSON
			IN

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

7

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			Chaja Carlebach
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Switzerland
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			7,775,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.5%
	14	TYPE OF REPORTING PERSON
			IN

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

8

CUSIP No. 63008G203

	1	NAME OF REPORTING PERSON
			Marc J. Bistricer
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Canada
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					7,775,000#
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					7,775,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					7,775,000#
			10	SHARED DISPOSITIVE POWER
					7,775,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			15,550,000#*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.1%
	14	TYPE OF REPORTING PERSON
			IN

^# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

9

CUSIP No. 63008G203

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (the “Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

Murchinson and certain funds it advises and/or sub-advises (collectively, the “Proposing Shareholders”) released an investor presentation (the “Investor Presentation”) detailing why they believe urgent change to the Issuer’s Board of Directors (the “Board”) is required to address the ongoing destruction of shareholder value, dilutive M&A transactions, misallocation of capital and egregious corporate governance practices at the Issuer. The Investor Presentation further details why it is critical that shareholders support the Proposing Shareholders’ proposals at the Issuer’s upcoming Annual General Meeting of Shareholders scheduled to be held on December 6, 2024 (the “Annual Meeting”), including the election of the Proposing Shareholders’ highly-qualified and independent nominees, Mr. Robert (Bob) Pons and Mr. Ofir Baharav, to the Board. The Proposing Shareholders believe Messrs. Pons and Baharav have the right skill sets and expertise to help restore accountability, address broken governance and drive shareholder value at the Issuer.

To that end, the Proposing Shareholders issued a press release on November 12, 2024 (the “Press Release”) announcing the Investor Presentation and encouraging shareholders to vote by November 27, 2024 to ensure their votes are counted at the Annual Meeting. The Investor Presentation and Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Investor Presentation

99.2 Press Release

10

CUSIP No. 63008G203

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024

Nomis Bay Ltd
By:	/s/ James Keyes
	Name:	James Keyes
	Title:	Director

BPY Limited
By:	/s/ James Keyes
	Name:	James Keyes
	Title:	Director

EOM Management Ltd.
By:	/s/ Chaja Carlebach
	Name:	Chaja Carlebach
	Title:	Director

Murchinson Ltd.
By:	/s/ Marc J. Bistricer
	Name:	Marc J. Bistricer
	Title:	Chief Executive Officer

/s/ James Keyes

James Keyes

/s/ Jason Jagessar

Jason Jagessar

/s/ Chaja Carlebach

Chaja Carlebach

/s/ Marc J. Bistricer

Marc J. Bistricer

11

EX-99.2

Murchinson Issues Presentation Detailing Urgent Need for Boardroom Change in Order to Save Nano Dimension

Change is Needed Now to Address Nano’s Ongoing Value Destruction, Dilutive M&A, Misallocation of Capital and Worst-in-Class Corporate Governance

Urges Shareholders to Support Murchinson’s Proposals and Elect Ideally Qualified Nominees Ofir Baharav and Robert Pons at the 2024 Annual Meeting

Shareholders Can View and Download the Presentation Here

TORONTO – Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), a significant shareholder with approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano” or the “Company”), today issued a presentation detailing the urgent need for change in Nano’s boardroom. Murchinson is seeking to elect two highly qualified and independent director candidates to the Company’s Board of Directors (the “Board”) at the 2024 Annual General Meeting of Shareholders scheduled for December 6, 2024.

The presentation highlights the following:

· Since Yoav Stern became CEO in September of 2019, Nano’s enterprise value has declined 120%, and the Company has been trading below the value of its cash for the past three years.

· Since Murchinson disclosed its intent to nominate directors at the 2023 annual general meeting, Nano has delivered a dismal total shareholder return of -30.3%.

· Nano’s “consolidation-without-integration” capital allocation strategy has produced a string of acquisitions, but no revenue growth, no operating synergies and no ROI.

· The Company’s corporate governance is broken, as evidenced by a Board that prioritizes management’s interests over those of shareholders (particularly when it comes to compensation), maintains a classified board structure, and has repeatedly resorted to attacking and suing its own shareholders instead of addressing legitimate critiques and ongoing concerns.

· According to recent media coverage, questionable connections exist between Nano’s leadership and affiliates of a sanctioned Russian oligarch, further calling into question the Board’s judgment and governance.

· Nano started 2024 with $1 billion in cash and marketable securities and is on course to spend over $400 million acquiring failing companies at inflated prices despite a track record of failed integration – if shareholders do not change the Board now, the Company will likely be worth substantially less by the next shareholder meeting with the possibility of bankruptcy in 2027.

· Murchinson’s director candidates – Ofir Baharav and Robert Pons – are unquestionably independent and possess the right industry expertise, turnaround experience and ability to stand up to management that is sorely lacking on the current Board.

Murchinson encourages shareholders to review its presentation and to vote by November 27^th to ensure their votes are counted. For information on how to vote for Murchinson’s nominees, visit www.SaveNanoDimension.com.

***

About Murchinson

Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Disclaimer

The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson’s rights, demands, grounds and/or remedies under any contract and/or law.

Contacts

Okapi Partners LLC

Bruce Goldfarb / Chuck Garske

212-297-0720

info@okapipartners.com

Longacre Square Partners

Ashley Areopagita

murchinson@longacresquare.com

###