Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 2024 (Report No. 4)

 

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 November 18, 2024, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Reminds Shareholders that Time Is Running Out to Protect Their Investment - Vote FOR Nano’s Proposals,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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		Press release issued by Nano Dimension Ltd. on November 18, 2024, titled “Nano Dimension Reminds Shareholders that Time Is Running Out to Protect Their Investment - Vote FOR Nano’s Proposals.”

 

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: November 18, 2024	By:	/s/ Dotan Bar-Natan
	Name:	Dotan Bar-Natan
	Title:	General Counsel

 

 

2

 

 

Exhibit 99.1

 

 

Nano Dimension Reminds Shareholders that Time Is Running Out to Protect Their Investment - Vote FOR Nano’s Proposals

 

Deadline is Fast Approaching on Sunday, December 1st, 2024, at 11:59 p.m. ET

 

Shareholders Should Call Their Brokers Today to Ensure Their Vote is Counted

 

To Learn More Visit: www.ProtectingNanoValue.com

 

Waltham, Mass., Nov. 18, 2024 (GLOBE NEWSWIRE) — Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics and multi-dimensional polymer, metal & ceramic Additive Manufacturing 3D printing solutions, today reminded shareholders that the final deadline to vote at the Company’s 2024 Annual General Meeting (“Annual Meeting”) is 11:59 p.m. ET on Sunday, December 1^st, 2024.

 

Nano’s Board of Directors urges the Company’s shareholders to protect their investment and the Company’s future by voting today “FOR” ALL of Nano’s proposals and AGAINST Murchinson Ltd.’s (“Murchinson”) proposals. Shareholders of record as of the close of business on October 22nd, 2024, are entitled to vote at the Annual Meeting. The Annual Meeting will be held on Friday, December 6th, 2024, at 7:00 a.m. ET. 

  

 

 

It is extremely important that shareholders vote as soon as possible – no matter how many shares they own. Some brokers may have earlier deadlines, so shareholders are encouraged to call their brokers TODAY to ensure their vote is counted.

 

Since time is short, shareholders are encouraged to vote by e-mail or electronically according to the instructions on their proxy card. Voting by e-mail or electronically is the best way for shareholders to ensure that their votes will be counted.

 

The Company’s proxy statement and other important information and resources related to the Annual Meeting can be found at www.ProtectingNanoValue.com or the investor relations page of the Company’s website.

 

If you have questions about how to vote your shares, please contact:

 

INNISFREE M&A INCORPORATED  Shareholders, Call Toll-Free: [phone]  Banks and Brokers, Call Collect: [phone]

 

 

 

 

Forward-Looking Statements

 

This document 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 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. When used in this communication, the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. 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. Further, actual results, performance, or achievements of Nano could differ materially from those described in or implied by the statements in this communication. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed (i) under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC, (ii) under the heading “Risk Factors” in Desktop Metal, Inc.’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC, and (iii) under the heading “Risk Factors” in Markforged Holding Corporation’s annual report on Form 10-K filed with the SEC on March 15, 2024, 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. Nano is not responsible for the contents of third-party websites.

 

Nano Dimension Contacts

 

Investor:
Julien Lederman, VP Corporate Development
[e-mail]

 

Media:
Kal Goldberg / Bryan Locke / Kelsey Markovich | [e-mail]

 

 

 

 

 

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