8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 2020 (April 30, 2020)

PLURISTEM THERAPEUTICS INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-31392	98-0351734
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

MATAM Advanced Technology Park
Building No. 5
Haifa, Israel	3508409
(Address of Principal Executive Offices)	(Zip Code)

011 972 74 710 7171

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	PSTI	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 30, 2020, Pluristem Therapeutics Inc., or the Company, Pluristem Ltd., the Company’s Israeli subsidiary, and Pluristem GmBH, the Company’s German subsidiary, or the Borrower, entered into a Finance Contract, or the Finance Contract, with the European Investment Bank, or the Bank, pursuant to which the Borrower obtained a loan in the amount of €50 million, or the Loan, payable in tranches, subject to the achievement of certain clinical, regulatory and scale up milestones. Each of the Company and Pluristem Ltd. are guarantors under the Finance Contract.

Pursuant to the terms of the Finance Contract, the Borrower is required to use the funds provided by the Loan for the development of (i) PLX-PAD for the treatment of critical limb ischemia, or CLI, muscle regeneration following hip fracture, intermittent claudication and chronic graft-versus-host-disease; (ii) PLX-R18 for the treatment of acute radiation syndrome and incomplete hematopoietic recovery following hematopoietic cell transplantation; and (iii) PLX cells being tested under compassionate use programs or any other clinical program for complications caused by COVID-19, or collectively the Investment. The Finance Contract provides that the Loan amount will not exceed 50% of the cost of the Investment and further provides that a maximum of €10 million may be used for therapies targeting COVID-19, unless a successful compassionate study completed in any European county indicates positive results.

The Loan is not secured and will be disbursed in three tranches consisting of one tranche of €20 million, or the First Tranche, a second tranche of €18 million, or the Second Tranche, and a third tranche of €12 million, or the Third Tranche, each as may be requested by the Borrower, subject to the achievement of clinical, regulatory and scale up milestones.

In conjunction with the Finance Contract, the Borrower also agreed to pay the Bank a penalty of 1% of the Loan in the event no disbursement of the Loan is made within 6 months of the execution of the Finance Contract, unless the Company has not achieved the milestones that allow the disbursement.

The Tranches will be treated independently, each with its own interest rate and maturity period. The fixed interest rate is 0% per annum for the First Tranche and 1.00% for each of the Second Tranche and Third Tranche. The deferred interest rate is 4% per annum for the First Tranche, 3% for the Second Tranche and 2% for the Third Tranche.

The Borrower is required to repay the First Tranche and the Second Tranche, with all other amounts owed thereunder, in a single installment on the maturity date of that tranche, following the five-year anniversaries from each of the First Tranche and the Second Tranche disbursements. The Borrower is required to repay the Third Tranche, with all other amounts owed thereunder, in two equal installments, with the first such payment following the fourth anniversary of the disbursement date and the last repayment on a date not later than five years from the disbursement date. In addition, any early prepayment of the Loan is subject to certain prepayment penalties as specified in the Finance Contract.

In addition to any interest payable on the Loan, the Bank is also entitled to royalty payments, pro-rated to the amount disbursed from the Loan, on the Company’s consolidated revenues beginning in the fiscal year 2024 up to and including its fiscal year 2030, in an amount equal to up to 2.3% of the Company’s consolidated revenues below $350 million, 1.2% of the Company’s consolidated revenues between $350 million and $500 million and 0.2% of the Company’s consolidated revenues exceeding $500 million.

Item 7.01. Regulation FD Disclosure.

On April 30, 2020, the Company held an Investor & Analyst Call pursuant to which it shared a presentation relating to the Bank Loan. The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

1

Item 8.01. Other Events.

On April 30, 2020, the Company held an Investor & Analyst Call pursuant to which the Company updated participants that, as of April 30, 2020, it has cash and deposits of approximately $44 million, and assuming the full receipt of the Loan, such amount is expected to total $100 million as compared to approximately $17 million on December 31, 2019, and is expected to fund the Company’s operations for the next 3 years.

In addition, the Company updated that it has filed an Investigational New Drug (IND) application with the U.S. Food and Drug Administration, or FDA, and a Clinical Trial Authorization application has been submitted in Europe, starting with Germany and Italy. The Company further updated that it intends to commence Phase II studies of PLX cell therapy in the treatment of complications arising from COVID-19 as soon as it receives clearance from regulators in the U.S. and Europe. Anticipating responses in the next few weeks, the Company’s goal is to complete enrollment and treatment in a few months, by utilizing its logistical and technological competitive advantages to support effective enrollment. In parallel, the Company plans to conduct an Expanded Access Program in both the U.S. and Europe. The Company believes the clinical development of this indication will be expedited as a result of the Loan.

The Company also provided updates on the critical limb ischemia, or CLI, Phase III study and its Phase III study on muscle regeneration following hip fracture. With respect to the CLI Phase III study, the Company advised that it is advancing with more than 80% patients enrolled, that enrollment has slowed in April, 2020, and that the Company is now finalizing discussions with the FDA and European Medicines Agency regarding the data readout, confirming understandings on endpoint, timing, and procedures for cleaning data during COVID-19 limitations. The Company expects the announcement of the interim readout top line results to be delayed to the beginning of the fourth quarter of calendar year 2020. The Company is and will continue to closely follow the guidelines that will enable access to the clinical sites to clean the data prior to data lock. With respect to the Phase III study on muscle regeneration following hip fracture, the Company advised that the study is more than 60% enrolled, and that enrollment has slowed in April, 2020. The Company advised that it has been working to secure Short Physical Performance Battery (SPPB) data capture, working with the sites on home monitoring. The Company intends to provide guidelines for expected end of enrollment for both studies once it has greater clarity of the impact of COVID-19 on the enrollment rates in each respective study.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Investor & Analyst Call Financing Agreement between Pluristem and EIB, dated April 30, 2020

2

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and federal securities laws. For example, the Company is using forward-looking statements when it discuss the intended use of proceeds of the Loan from the Bank to support its research and development to further advance its regenerative cell therapy product candidates, with a special focus on the treatment of complications associated with COVID-19, the belief that its financial resources are expected to fund its operations for the next three years, the expected timing of interim data readouts, patient enrollments and the timing of public announcements of its clinical trials, and the timing of enrollment of certain studies, and the expected response from regulators, with respect to its IND application for the use of its PLX cells for the treatment of complications associated with COVID-19. These forward-looking statements and their implications are based on the current expectations of the management of the registrant only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; Pluristem may encounter delays or obstacles in launching and/or successfully completing its clinical trials; Pluristem’s products may not be approved by regulatory agencies; Pluristem’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; Pluristem may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with Pluristem’s process; Pluristem’s products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; Pluristem’s patents may not be sufficient; Pluristem products may harm recipients; changes in legislation; inability to timely develop and introduce new technologies, products and applications and; loss of market share and pressure on pricing resulting from competition, which could cause Pluristem’s actual results or performance to differ materially from those contemplated in such forward-looking statements. In addition, historic results of scientific research do not guarantee that the conclusions of future research would not suggest different conclusions or that historic results would not be interpreted differently in light of additional research or otherwise. Except as otherwise required by law, the Company 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. For a more detailed description of the risks and uncertainties affecting the registrant, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.

3

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 hereunto duly authorized.

PLURISTEM THERAPEUTICS INC.
By:	/s/ Chen Franco-Yehuda
Name:	Chen Franco-Yehuda
Title:	Chief Financial Officer

Date: April 30, 2020

4

EX-99.1

Exhibit 99.1

1 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Nano Dimension is a Developer & Provider of Intelligent Machines and ConsumableConductive&DielectricMaterials(Inks)fortheFabricationof AdditivelyManufacturedElectronics(AME),a/k/aPrintedElectronics(PE) April 2020 Nasdaq/TASE: NNDM www.nano-di.com 1-What is ‘Nano Dimension’ 2-Where do I come from with 1 3-Business Model and Financial Data 4-Market Size, Supply-Chains-Trends 5-Product Positioning/Competitive Edges 6-Channels, Vertical Markets 7-Summary -Value Proposition 8-Customers’ Original Testimonials 9-Growth Plans/Use of Proceeds/Corona Effects’ Mitigation 10-Deal Structure, Cap Table 11-Summary

2 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Forward Looking Statements ThispresentationofNanoDimensionLtd.(the“Company”)contains“forward-lookingstatements”withinthemeaningofthePrivateSecurities LitigationReformActandothersecuritieslaws.Wordssuchas“expects,”“anticipates,”“intends,”“plans,”“believes,”“seeks,”“estimates”and similarexpressionsorvariationsofsuchwordsareintendedtoidentifyforward-lookingstatements.Forexample,theCompanyisusingforward- lookingstatementswhenitdiscussthepotentialofitsproducts,strategicgrowthplan,thesizeofitsaddressablemarket,marketgrowth,and expected recurring revenue growth. Forward-looking statements are not historical facts, and are based upon management’s current expectations,beliefsandprojections,manyofwhich,bytheirnature,areinherentlyuncertain.Suchexpectations,beliefsandprojectionsare expressedingoodfaith.However,therecanbenoassurancethatmanagement’sexpectations,beliefsandprojectionswillbeachieved,and actualresultsmaydiffermateriallyfromwhatisexpressedinorindicatedbytheforward-lookingstatements.Forward-lookingstatementsare subjecttorisksanduncertaintiesthatcouldcauseactualperformanceorresultstodiffermateriallyfromthoseexpressedintheforward-looking statements.ForamoredetaileddescriptionoftherisksanduncertaintiesaffectingtheCompany,referenceismadetotheCompany’sreports filedfromtimetotimewiththeSecuritiesandExchangeCommission(“SEC”),including,butnotlimitedto,therisksdetailedintheCompany’s annualreportfortheyearendedDecember31,2019,filedwiththeSEC.Forward-lookingstatementsspeakonlyasofthedatethestatements are made. The Companyassumes no obligationto updateforward-lookingstatements to reflect actualresults, subsequentevents or circumstances,changesinassumptionsorchangesinotherfactorsaffectingforward-lookinginformationexcepttotheextentrequiredby applicablesecuritieslaws.IftheCompanydoesupdateoneormoreforward-lookingstatements,noinferenceshouldbedrawnthatthe Companywillmakeadditionalupdateswithrespecttheretoorwithrespecttootherforward-lookingstatements. Printed Electronics (“PE”) , or Additively Manufactures Electronics (“AME”) Nano Dimension

3 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. AMEMachines and Consumable Materials (Polymers&Silver) High Performance Electronic Devices: Hi-PEDs https://www.youtube.com/watch?v=UFaWb0aUjPk&list=PLW7Y0iWnWhTShewSmy657p-0GnD2lotVr • GrowthPlay, Protected & Proven Technology • First-to-Marketadvantage • The OnlyDigital Machine: Fully Multi Layered PCBs>>>>>> • Industry leader: Awards & grants • Blue chip customers: 57 systems sold (2018-19) • Increasing Recurring Revenueof proprietary ‘Inks’ • The 3 main usages: • Shortening Prototyping cycle -Hi-PEDsin house. • Unique device solutions, miniaturized, lower weight. • Fabricated in High Mix/Low Volumes only by3D-printing. AME-3D-Printers Nano-Particles- -Inks

4 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. A Rapidly Growing Market for High Performance Electronic Devices (Hi-PEDs) High Performance Electronic Devices (Hi-PEDs) are integral enablers of: INDUSTRY VERTICALS •Defense •Aerospace •Intelligentdrones •Autonomous Automotive Development • Robotics • Commercial & civil aircrafts • ‘In vivo’ medical devices RESEARCH INSTITUTES •Academic institutions and universities •Research & innovation centers •Government Agencies “Recovery” Budget are already announced ADDITIVE SERVICES •Additive Service Bureaus •PCB Service Bureaus •In-house Print Services •NaNoS (Nano Services)

5 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. 5 NASDAQ / TASE :NNDM www.nano-di.com | © 2019 Nano Dimension. All rights reserved. Nano Dimension’s Solutions AME/PE Machines(controlled by AI algorithms) produce electronic devices bysimultaneous3D- injection of polymer dielectric andsilver conductive materialsto fabricate, withinhours: High Performance ElectronicDevices: Hi-PEDs Including sensors, antennas, capacitors, convertors, unique geometries & complex devices We develop and produce Proprietary Consumable Chemical Inks to be used by the AME machines All are mission critical andeconomicalfor our customers Razor-Razorblade Business Model

6 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. BUSINESS MODEL: Recurring Revenue Model that Scales Razor-Razorblade Model: Astheinstalledbaseofsystems grows, the recurring revenues fromconsumablesincreases. Positive trend of increased ink consumptionbycustomersisa validation to our recurring- revenuebusinessmodel. Printed Electronics (“PE” or “AME”): Consumable Materials: Recurring & High GM Revenue 2018/1Q 2018/2Q 2018/3Q 2018/4Q 2019/1Q 2019/2Q 2019/3Q 2019/4Q 2020/1Q Consumable Revenue Growth

7 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. NASDAQ /(TASE*): NNDM ADS ratio: 1:50 ADS Outstanding: ~8.2M ADS* Nano Dimension: Financial Data * As of April 5th, 2020 * $70M invested mostly in R&D, over 5 years * Cash, March 31st, 2020: $4.5M * Debt: $0 • Revenue growth of ~39% in 2019 compared to previous year • Significant trend of Gross Margin improvements * On May 20, 2020, the Company will voluntarilydelist its Ordinary Shares from the TASE. The Company's ADSs will continue to trade on Nasdaq 0 2000000 4000000 6000000 8000000 2017 2018 2019 $800,000 $5,100,000 $7,070,000 Year-Over-Year Growth

8 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. New US Management for Nano Dimension • YoavStern–IncomingPresident&CEO(JoinedJanuary2020)InvestorandChairmanCyber,FintechandMobile/VisualTech (USA). President&CEODVTELInc.(SoldtoFLIRSystems)(NJ,London,TelAviv,NewDelhi,Adelaide,Singapore,HongKong, Taiwan).Aturn-aroundexecutivein theHomelandSecurityIndustry.Co-ChairmanBogenCorporation(NewJersey, Memphis,Florida,Germany),oneofitsmaininvestorsandamemberofitsExecutiveCommittee,AuditCommitteeand CompensationCommittee.ManagingPartnerHelixCapitalLLC,(SanFrancisco,NewYork),privateM&AandTurn-Around AdvisoryFirm.ExecutiveChairmanoftheBoardKellstromIndustriesInc.(Florida),A$300Maerospacecorporation. PresidentofWordStarInternational,Inc.(SanFrancisco),a$50Mpubliclytradedsoftwarecompany. Mr.Sternledthe company’sturnaroundprocessandstructuredthebusinesscombinationofWordStarwithtwootherpubliccompanies, similarsizes.HewasVPM&A&BusinessDevelopmentElronElectronic(Nasdaq:ELRNF)amultinationalindustrial investmentholding companywith annualrevenuesin excessof $1.5 billion. Elroninvestedin companies activein thefieldsofAdvanceddefenseelectronics;Datacommunications;Internet-softwareproducts;Semiconductorsequipment; Telecommunications. Mr.SternisaGraduateofNYU,B.Sc.Degree,MagnaCumLaudeinMathematicsandComputerScience,Engineering DiplomainMechanics&AutomationMagnaCumLaude.GraduateoftheAirForceAcademy.AirForceService:Lt. Colonel(Ret.),FighterPilot,D.SquadronCommander,F-15.

9 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Management –Industry Background • OfirBaharav–Chairman.(Joined2017)ALeaderofHWandSWcompaniesinSemiconductors,3DPrinting,PCSecurity,Healthcare InformaticsandDigitalPrint.LivedandconductedbusinessinShanghai.PartnerStratusVentureGroup,VPProductPortfolio Stratasys,FounderAndCEO,XjetLtd.EVPProductsCredence Systems Corporation (NASDAQ CMOS), President, OptonicsandSVPGMDiagnostics&CharacterizationDivision(DCG)Credence.MBA-WarwickBusinessSchool,UK.Named onover10patents(SWandHWarchitectures). • Dr.JaimNulman–EVPProducts&CTO.(Joined2018)VPofAppliedMaterials,wherehecommercializedtheEnduraPVD system,themostsuccessfulsemiconductormanufacturingproductreachingmarketsharefrom0toover60%anda$1Bin revenueinlessthan5years,withoneofthehighestgrossmarginsinthecompany.WhileatAppliedhealsorepresentedthe companyontheboardofdirectorsofsomeofthecompaniesinwhichAppliedinvestedaswellasdevelopedproduct commercializationmethodsthatreducethecostandtimetomarket.Dr.Nulmanservedasresearchassociateatthe SubmicroncenteratCornellUniversitywherehepioneeredrapidthermalprocessesforthesemiconductorindustry.Hewas aninvitedLectureratNATOAdvancedStudiesInstituteandtheUniversityofBerkeleyExtension.Dr.Nulmanhaspublished over100publications,andover50patents.HeisanMScandPhDfromCornellUniversityallinelectricalengineering,and anExecutiveMBAfromStanfordUniversity.

10 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. • AmitDror–CCSO,Co-Founder.(Founded2013)ECITelecomLtd.,ComverseTechnology,Inc.,EternegyLtd. • Dr.ShlomitChappelRam–VPR&D.(Joined2019)PhysicalChemist,PostDoctoralinChemistryandBiochemistry,andanMBA. HeadofR&DinMedinol,developinginvivomedicalequipment. • YaelSandler–CFO.(Joined2015)CertifiedPublicAccountantinIsraelwithaB.A.withhonorsinAccountingandEconomicsfrom theHebrewUniversityofJerusalemandanM.B.TwithhonorsfromtheCollegeofManagementinIsrael. Sheheldvarious positionsatKPMG. • GiladReshef-VPSales.(Joined2017)ServedastheCEOandCo-founderofMadeinSense,aHongKongcompanyfocusedon designanddevelopmentofintelligentwearabledevices.DSPGroup. Management –Industry Background

11 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Nano Dimension: First Mover, Advantage and Timing Analysts predict 3D printed electronics will be the next high-growth applicationfor product innovation: 2017 3D printed electronics market size is estimated at $176 million, expected to reach $592 million in 2021 and up to $2.4 billion by 2025 * * Source: DataMIntelligence, 2018 0 500 1000 1500 2000 2500 3000 2017 2021 2025 3D Printed Electronics Market: Growth Forecast* (USD Millions)

12 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. “Even as China comes back online, we are beginning to wonder if Covid-19 will impact other supply-oriented geographies…While China is improving, the supply chain for the electronics industry may yet see substantial disruptions…. Mass assembly is only one part of Apple’s supply chain. The company and its many partners spend months or years sourcing individual components that are assembled into final products. Any disruptions in this complex network could slow the introduction of future devices.”(Bloomberg) 1 Post Corona World : MovingSupply Chain ‘In House’ Sources: 1) Gurman, Mark, and DebbuWu. “Https://Www.bloomberg.com/Amp/News/Articles/2020-03-19/Apple-s-Supply-Chain-Woes-Linger-Even-as-China-Recovers .” Bloomberg.com, Bloomberg, 19 Mar. 2020, www.bloomberg.com/amp/news/articles/2020-03-19/apple-s-supply-chain-woes-linger-even-as-china-recovers

13 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Post Corona World: MovingSupply Chain ‘In House’ • "The global supply chain right now is disrupted;we are seeing disruptions across the board... the high-tech industry is heavily reliant on China and parts of Asia." (Bloomberg)² • “ ...heat from the Trump administration’s 25% tariffs on many machinery parts from China, as well as rising political tide in America to bring industrial production of things such as electronic circuit boards closer to home…. Now with the coronavirus, he said, “there will be changes.” (LA Times) 3 • A recent BofAsurvey…wide…remapping of supply chains. 3,000 firms…in 10 out of 12 global industries, including semiconductors, autos and medical equipment…shift, at least part of their supply chains from current locations…. • Masterwork contracts with about 100 factories in China. Before the virus outbreak, the company could place an order and have it confirmed in two to four days. Last month…it was taking two to three weeks —couldn’t say when the products would be shipped. • “…industries will probably accelerate moves to localize supply chains, so they’re more closely tied to final markets as opposed to extending them farther out.”(LA Times) 3 Sources: 2) Chang, Emily. “Supply Chain Expert on Coronavirus Impact.”Bloomberg, 17 Mar. 2020, www.bloomberg.com/news/videos/2020-03-17/supply-chain-expert-on-coronavirus-impact- video. Accessed 25 Mar. 2020. 3) Lee, Don. “As Coronavirus Cripples Global Supply Lines, More U.S. Firms Looking to Leave China.” Los Angeles Times, Los Angeles Times, 4 Mar. 2020, www.latimes.com/politics/story/2020-03-04/spreading-coronavirus-tears-apart-global-supply-chains.

14 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. A Rapidly Growing Market for High Performance Electronic Devices (Hi-PEDs) High Performance Electronic Devices (Hi-PEDs) are integral enablers of: INDUSTRY VERTICALS •Defense •Aerospace •Intelligentdrones •Autonomous Automotive Development • Robotics • Commercial & civil aircrafts • ‘In vivo’ medical devices RESEARCH INSTITUTES •Academic institutions and universities •Research & innovation centers •Government Agencies “Recovery” Budget are already announced ADDITIVE SERVICES •Additive Service Bureaus •PCB Service Bureaus •In-house Print Services •NaNoS (Nano Services)

15 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Shortening Supply Chain Trend: Business is Here! April 16 th , 2020 High Performance Electronic Devices (Hi-PEDs) ADDITIVE SERVICES •Additive Service Bureaus •PCB Service Bureaus •In-house Print Services •NaNoS (Nano Services) April 16 th , 8AM: Order: Breathing-Ventilator electronics: April 16 th , 23:45: 5 Prototypes, all Working, fully functional. All Boards are being installed in the new machines, as we speak Real Time -Prototyping –Early Production:

16 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. 16 NASDAQ / TASE :NNDM www.nano-di.com| © 2019 Nano Dimension. All rights reserved. Hi-PEDs Necessitate • Fast time-to-market • IP safety (in-house rapidprototyping andproduction) • Iteractivedevelopment • Device performance gains • Control of fabrication facilities (Defense & Homeland Security Industries) Yet, Hi-PEDsare produced in lower quantities • Just hundreds or thousands of Hi-PEDS, rather than hundreds of thousands of PCBs (Printed Circuit Boards) and millions of ICs (Integrated Circuits) HighMix<>LowVolumes+Customization+ DigitalManufacturing>>Industry4.0

17 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Economic Models of Present Fabrication Technologies Fail to Meet Market Needs Integrated Circuit (“IC”, “Chips”) Fabrication renders high performance devices but at an extreme & often prohibitive cost;development cycle that is too long for today’s needs Printed Circuit Boards (“PCB”) Fabrication renders lower cost than IC but also lower performance devices that often fail to meet today’s needs for high performance electronic devices. □ IP security is compromised: IC and PCB fabs are too expensive to own in house □ Short product life cycles >> shorter development iterations >> rapid prototyping (hours instead of weeks) □ Rapid ‘fail proof’ transition from prototyping to low volume production (10s- 1,000s) IC and PCB fabrication technologies failto meet today’s primary needs: Quantitiesinmillionsare neededinordertojustifythe investmentsinR&Dand expensive-capital-equipment formanufacturing. Costly to develop through prototyping, expensive infrastructure for fabrication. Quantities in dozens-to-hundreds thousands to justify the investmentsin design & prototyping, & manufacturing infrastructure.

18 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Traditional Printed Circuit Boards (PCB) Traditional Integrated Circuits (IC, Chips, CPU, ASICs) The Challenge: Bridging The Gap 18 NASDAQ / TASE :NNDM Additively Manufactured Electronics (AME) Nano Dimension’s AME Machines & Inks: Design > Proof of Concepts > Prototype & Early Fabrication of Integrated-PCB (Additively Manufactured Circuit Boards)

19 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. DragonFly LDM™ System –Introduced during Q3/2019 • TheonlyPrototyping&FabricationMachine • 24/7,3D-printingofelectroniccircuitry(AME) • Costeffectiveforsmall-mediumsizequantities 30+ PATENT APPLICATIONS DragonFly Lights-Out DigitalManufacturing(LDM) Machines using 3D printing technology xNew, proprietary, state-of-the-art technology xLow-volume/high mix manufacturing x24/7, increased uptime & improved yield xHigher MTBF xNew automatic printhead self-cleaning system x+40% printing time over DragonFly Pro Significant Trend of Gross Margin Improvements Pricing: DragonFly Pro (2018-2019): $250,000 DragonFly LDM (2020): $350,000 DragonFly LDM II (2021): …………….

20 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. 2019 vs. 2018 Sales Breakdown -Industry & Region Defense 30% Health 6% Tech/PCB 7% Research/Univ. 17% Resellers 40% 2018 In number of systems 2019 Defense 41% Tech/PCB 18% Research/ Univ. 26% Resellers 15% US 53% APAC 27% EMEA 20% 30 systems sold in 2018 US 52% APAC 15% EMEA 33% 27 systems sold in 2019 Diverse Customer Base across Industries and Geographies

21 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Evolution of Nano Dimension BasicTesting 2013-17 DragonFly™ EarlyAdopters 2018-2019 DragonFly™ Pro FastPrototyping& LowVolume Production Q3/2019 & Since Then: 45% of Customers upgraded Pro>>>LDM ($35K-$55K) 45%in Process DragonFly™ LDM Materials& Process Functional Unique Electronics Additive Manufacturing ofElectronics = Integrated Technology of Materials + Process controlled by A.I. software & Enabled by Hardware “The Secret Sauce” Competitive Edge; Barriers to Entry The Hardware is an Enabling Platform

22 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Compelling Value Proposition 30+ PATENT APPLICATIONS TIME Reduces development cycles times. Enables on-site prototyping in a matter of hours instead of weeks, even for complex designs. COST Eliminates need for large order minimums. Enables ability to discover design errors in early development stage with agile rapid prototyping. ENVIRONMENTAL Limits environmental impact through optimized design, size, weight. Reduces waste with additive manufacturing capabilities. COMPLEX GEOMETRIES CONFIDENTIALITY Enables retention of sensitive IP in-house during development. Eliminates concerns and costs related to IP infringement. COMPONENT CONSOLIDATION Multi-material additive manufacturing enables functional, compact, denser, non-planar electronics parts. Enables increased design capabilities & manufacturability of components. Added agility enables designing, testing and iterating in real time, on site.

23 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. 23 NASDAQ / TASE :NNDM www.nano-di.com | © 2019 Nano Dimension. All rights reserved. • Harris Corporation & Space Florida (2019) Defense Contractor; https://www.harris.com/* • Hensoldt AG, Germany ( $1.3B Defense & Aerospace Contractor; www.hensoldt.ne* • IIT, Search Results Istituto Italiano di Tecnologia(2019) $; https://www.iit.it/* *Linkstothirdpartywebsiteinthispresentationarebeingprovidedasaconvenienceandforinformationalpurposesonly;theydo notconstituteanendorsementoranapprovalbyNanoDimensionLtd.ofanyoftheproducts,servicesoropinionsofthe corporationororganizationorindividual.NanoDimensionLtd.bearsnoresponsibilityfortheaccuracy,legalityorcontentofthe externalsiteorforthatofsubsequentLinks.

24 NASDAQ / TASE :NNDM www.nano-di.com | © 2020 Nano Dimension. All rights reserved. Case Study: Harris Corporation: RF Amplifier to Space “Results showed similar RF performance between the 3D printed version and the baseline amplifier, clearly demonstrating the viability of 3D printed electronics for RF circuitry.” Dr. Arthur Paolella, Senior scientist, Space & Intelligence Systems, Harris Corporation Joint project for space systems communication satellites: 3D printed RF antenna designed to operate at 5.2 GHz and an RF amplifier with operation up to 6 GHz. * https://www.harris.com/impact/2018/11/harris-to-test-3-d-printed-rf-systems-in-space Received a 2 nd grant approval from the Israel Innovation Authority, in cooperation with Harris Corporation, for developing hardware that will fly on the International Space Station (ISS) and communicate with Harris’ ground-based satellite tracking station. **Trademarks are the property of their respective owners