6-K

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: January 2023 (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

Attached hereto and incorporated herein are (i) Nano Dimension Ltd.’s (the “Registrant”) press release issued on January 30, 2023, titled “Murchinson Ltd. request for a special meeting of the shareholders does not fit legal requirements and was Rejected by Nano Dimension,” as Exhibit 99.1, and (ii) the Registrant’s press release issued on January 30, 2023, titled “Nano Dimension Adopts a Limited Duration Shareholder Rights Plan,” as Exhibit 99.2.

This Report on Form 6-K is incorporated by reference into the 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.
99.1	Press release issued by Nano Dimension Ltd. on January 30, 2023, titled “Murchinson Ltd. request for a special meeting of the shareholders does not fit legal requirements and was Rejected by Nano Dimension.”
99.2	Press release issued by Nano Dimension Ltd. on January 30, 2023, titled “Nano Dimension Adopts a Limited Duration Shareholder Rights Plan.”

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: January 30, 2023	By:	/s/ Yael Sandler
	Name:	Yael Sandler
	Title:	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

 

Murchinson Ltd. request for a special meeting of the shareholders does not fit legal requirements and was Rejected by Nano Dimension

Waltham, Mass, Jan. 30, 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 announced that the demand received by Murchinson Ltd. (“Murchinson”) and Marc Bistricer to call a special shareholder fails to comply with the requirements set forth under the Israeli Companies Law for calling such a meeting. Hence, the meeting request was rejected.

The Board of Directors of Nano Dimension is acting in accordance with the applicable laws and regulations in Israel and the United States, as well as with the Company’s articles of association, in order to protect the Company and its shareholders’ rights.

Given Murchison’s record of stock manipulations, violations of law and legal proceedings with United States regulatory authorities¹, the Board is committed to carefully examine any demand made by Murchinson as well as their conduct surrounding the Company in order to protect the rights of all of Nano Dimension’s shareholders and for the benefit of the Company.

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to disrupt electronics and mechanical manufacturing with an environmentally friendly & economically efficient electronics and precision additive manufacturing Industry 4.0 solution - transforming digital designs into functioning electronic and 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.

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

ir@nano-di.com

¹ More information available:  https://www.sec.gov/litigation/admin/2021/34-92684.pdf
https://www.sec.gov/news/press-release/2021-156
https://www.advisor.ca/news/industry-news/sec-settles-with-canadian-adviser-for-short-selling-violations/
https://www.theglobeandmail.com/business/article-cormark-securities-short-selling-osc/
https://www.rgrdlaw.com/media/cases/426_DryShips%20cpt%202.pdf
https://www.investmentexecutive.com/news/from-the-regulators/sec-settles-with-canadian-adviser-for-short-selling-violations/
https://www.wsj.com/articles/financier-behind-dryships-stocks-wild-ride-has-settled-with-sec-11632151697

EX-99.2

Exhibit 99.2

 

Nano Dimension Adopts a Limited Duration Shareholder Rights Plan

Waltham, Mass, Jan. 30, 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, announced that its Board of Directors (“Board”) has unanimously adopted a limited duration shareholder rights plan (the "Rights Plan").

The adoption of the Rights Plan is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s shareholders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over Nano Dimension.

The Rights Plan is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will position the Board to fulfill its fiduciary duties on behalf of the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence Nano Dimension. The Rights Plan will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to control or significantly influence the Company.

The Rights Plan is similar to those adopted by other publicly traded companies. Pursuant to the Rights Plan, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 6, 2023. Each right will allow its holder to purchase from Nano Dimension one-half of one (0.5) ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of Nano Dimension’s outstanding ordinary shares in a transaction not approved by the Company’s Board. The Rights will expire on January 27, 2024.

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to disrupt electronics and mechanical manufacturing with an environmentally friendly & economically efficient electronics and precision additive manufacturing Industry 4.0 solution - transforming digital designs into functioning electronic and 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. 

NANO DIMENSION INVESTOR RELATIONS CONTACT

ir@nano-di.com