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: September 2023 (Report No. 3)

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

Results of the Annual General Meeting of Shareholders 

On September 7, 2023, Nano Dimension Ltd. (the “Company”) convened an Annual General Meeting of Shareholders (the “Meeting”).

The Meeting was called for the following purposes:

Proposal No. 1  To re-appoint Somekh Chaikin as the Company’s independent auditor firm until the next annual general meeting, and to authorize the Company’s Board of Directors to determine their compensation until the next annual general meeting;

Proposal No. 2 To approve the re-election to serve as directors of Nano Dimension Ltd. of a slate of nominees, comprised of the following individuals, together constituting the “Nano Slate”, as Class III directors until the third annual general meeting of shareholders following such re-election and until he or she ceases to serve in office in accordance with the provisions of the Company’s Articles or any law, whichever is the earlier: Yoav Nissan Cohen, Oded Gera and Col. (Res.) Channa (Hanny) Caspi;   OR To approve the election to serve as directors of Nano Dimension Ltd. of a slate of nominees, comprised of the following individuals, together constituting the “Murchinson Slate”, as Class III directors until the 2026 annual general meeting of Nano’s shareholders following such initial election and until he or she ceases to serve in office in accordance with the provisions of the Company’s Articles or any law, whichever is the earlier: Robert Pons, Phillip Borenstein and Karen Sarid;

Proposal No. 3	To amend article 39 of the Company’s amended and restated articles of association;
Proposal No. 4	To amend article 42 of the Company’s amended and restated articles of association;
Proposal No. 5	To approve the removal of Mr. Yoav Stern from the Board of Directors;
Proposal No. 6	To approve the removal of Mr. Igal Rotem from the Board of Directors;
Proposal No. 7	To approve the removal of Mr. Amit Dror from the Board of Directors;
Proposal No. 8	To approve the removal of Mr. Simon Anthony-Fried from the Board of Directors.
Proposal No. 9	To approve the removal of Mr. J. Christopher Moran from the Board of Directors; and
Proposal No. 10	To approve the removal of Mr. Ron Elazar Kleinfeld from the Board of Directors.
	Discussion regarding the Company’s financial statements for the fiscal year ended December 31, 2022.

At the Meeting, a quorum was present. The shareholders of the Company approved Proposals Nos. 1, 2 (Nano Slate), and 4 as originally proposed. The shareholders of the Company rejected Proposals Nos. 3 and 5 through 10.

The Company notes that the Murchinson group attempted to intervene with the results of the vote by filing a lawsuit with a motion for temporary relief with the Israeli court. Their actions were aimed at disqualifying certain valid votes from the Company’s ADS holders. Following a hearing held on September 5, 2023, the court dismissed the motion for temporary relief and ruled that there was no basis for interfering with the voting results of the ADS holders through such a motion. The Company embraces the court's decision to reject the Murchinson group's improper attempt to manipulate the shareholders meeting's results and invalidate valid votes of ADS holders. The Company is committed to safeguarding the interests of all ADS holders and ensuring their right to vote in a fair and equitable manner.

On September 7, 2023, the Company issued a press release titled “Nano Dimension Shareholders Re-Elect All Company Director Nominees at 2023 Annual Meeting,” 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, with the exception of the press release, attached hereto as Exhibit 99.1, is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 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), 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 September 7, 2023, titled “Nano Dimension Shareholders Re-Elect All Company Director Nominees at 2023 Annual Meeting.”

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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: September 7, 2023	By:	/s/ Tomer Pinchas
	Name:	Tomer Pinchas
	Title:	Chief Operating Officer

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EX-99.1

Exhibit 99.1

 

 Nano Dimension Shareholders Re-Elect All Company Director Nominees at 2023 Annual Meeting

Shareholders Vote Convincingly Supports
Nano Dimension Leadership, Board and Strategy

All Murchinson Nominees Rejected by Nano Shareholders

Waltham, Mass., September 7^th, 2023 – Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “Nano” 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 following its 2023 Annual General Meeting (“the Annual Meeting”), Nano shareholders have voted to re-elect Nano’s highly qualified director nominees – Dr. Yoav Nissan-Cohen, Col. (Ret.) Channa Caspi and Oded Gera – to the Company’s Board of Directors (“the Board”). In addition, shareholders did not approve separate proposals put forth by Murchinson Ltd. (“Murchinson) to remove other current directors.

Yoav Stern, Chairman and CEO of Nano Dimension commented, “We are pleased that shareholders have supported the continued service of all the Company’s directors. The entire Board appreciates the confidence that our shareholders have shown in our leadership and strategy. We remain laser focused on maximizing long-term value through the execution of our disciplined M&A strategy, while delivering strong organic growth through our leading technology and innovation efforts. We appreciate the dialogue that we have had with all shareholders throughout this process and remain committed to continuing that engagement going forward.

“We value the feedback we have received from our shareholders, as well as the recommendations of governance experts, ISS and Glass Lewis. As we move forward into the next phase of executing on our strategic plan, we will consider this feedback as part of the process to evolve and enhance our corporate governance, including the potential downsizing of the board, while ensuring we maintain the skills, capabilities and diversity on our Board to guide the Company in the years ahead. We are looking forward to a record 2023 and the value creation that lies ahead of us.”

In addition, shareholders approved the reappointment of Somekh Chaikin, Certified Public Accountants, as the Company’s independent auditor until the next Annual Meeting and have authorized the Company’s Board of Directors to determine their compensation until the next Annual Meeting.

Further details regarding the final results of the Annual Meeting will be included in a Report on Form 6-K that Nano Dimension will file with the U.S. Securities and Exchange Commission in due course.

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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 maximizing long-term value, its M&A strategy, organic growth, its strategic plan, enhancing its corporate governance, potential downsizing of the board, value creation and shareholder engagement. 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 30, 2023, 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 | ir@nano-di.com

NANO DIMENSION MEDIA CONTACTS

Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com

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