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: August 2023 (Report No. 9)

 

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 August 18, 2023, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Issues Presentation Highlighting the Significant Long-Term Value Creation Opportunity at Risk with Murchinson’s Self-Serving Campaign,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

On August 21, 2023, the Registrant issued a press release titled “Nano Dimension: Another Stellar Q2/2023 and H1/2023 Results,” a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein.

 

Attached hereto and incorporated herein is the Registrant’s investor presentation, which was posted on the Registrant’s website on August 21, 2023.

 

The sections titled “Financial Results” and “Forward-Looking Statements” and the financial statements of Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-255960333-233905333-251155333-252848333-251004 and 333-249184) and Form S-8 (File No. 333-214520333-248419 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Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 August 18, 2023, titled “Nano Dimension Issues Presentation Highlighting the Significant Long-Term Value Creation Opportunity at Risk with Murchinson’s Self-Serving Campaign.”
99.2   Press release issued by Nano Dimension Ltd. on August 21, 2023, titled “Nano Dimension: Another Stellar Q2/2023 and H1/2023 Results.”
99.3   Investor presentation of Nano Dimension Ltd., dated August 21, 2023.

 

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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: August 21, 2023 By: /s/ Yael Sandler
  Name:  Yael Sandler
  Title: Chief Financial Officer

 

 

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Exhibit 99.1

 

Nano Dimension Issues Presentation Highlighting the Significant Long-Term Value Creation Opportunity at Risk with Murchinson’s Self-Serving Campaign

 

Nano’s Highly Qualified Board Provides Independent Oversight of the Company’s Strategy for Long-Term Value Creation for ALL Shareholders

 

With NO Alternative Strategy or Actual Relevant Industry Knowledge, Murchinson Intends to Liquidate the Company and Deprive Shareholders of Full Long-Term Value

 

Nano Urges Shareholders to Protect Their Investment and Vote “FOR” All of Nano’s Highly Qualified Nominees

 

To Learn More About Nano’s Strategy and How to Vote: www.ProtectingNanoValue.com

 

Waltham, Mass., Aug. 18, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “Nano”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers today issued a detailed investor presentation highlighting Nano’s strategy for significant long-term value creation, while underscoring Murchinson Ltd.’s (“Murchinson”) lack of a strategic plan and intention to dismantle the Company, gaining access to the Company’s cash reserves and depriving other shareholders of the value creation opportunity Nano presents.

 

The presentation can be found here: Support Nano Dimension’s Strategy to Create a Market Leader in Additive Manufacturing and Drive Long-Term Value for ALL Shareholders

 

Shareholders face a stark choice – vote for a Board that is building significant long-term value or turn the keys over to a bad actor who has no knowledge of the industry or ability to run the Company. Nano’s Board urges shareholders to protect their investment and the future of the Company by voting today “FOR” ALL of Nano’s highly qualified nominees.

 

The Annual Meeting will be held on Thursday, September 7th, at 8:00 a.m. ET. Shareholders of record as of the close of business on July 31st, 2023, are entitled to vote at the meeting. Votes must be received by 12:00 p.m. ET on August 31, 2023. Please follow the instructions on your voting instruction form as your broker may impose earlier voting cut-offs.

 

Highlights from the presentation include:

 

Nano is Poised to Accelerate Growth and Create an Additive Manufacturing Leader, Through Market-Defining Technology

 

Nano, under the existing Board and management team, has a clearly-defined multi-pronged growth strategy buoyed by strong fundamentals, including disciplined M&A of transformative and highly accretive opportunities and strong organic growth from leading technology development and innovation efforts.

 

Under Nano’s current strategy, the Company has been delivering strong results – growing revenue 314% in 2022 and over 1,000% since 2020, while successfully assembling a go-to-market platform that addresses diversified end markets with a presence across all industry verticals. With robust commercial momentum, revenue is expected to continue to grow as Nano advances the Company’s “buy and build” platform scaling strategy.

 

Disciplined Capital Allocation, Leveraging Management’s Strong Track Record and a Robust Project Pipeline Further Accelerate Nano’s Strategy and Shareholder Value

 

Nano’s disciplined approach to capital allocation has enabled the Company to enter the next phase of this market with the cash firepower to continue to build its business –unlike any of its peers. This is a direct result of leadership’s ability to be decisive and forward-thinking in raising $1.5 billion in equity financing at the right time between April 2020 and April 2021 – when Nano’s valuation was particularly favorable, and cost of capital was low.

 

Looking ahead, Nano’s strong balance sheet makes the Company ideally positioned to act as a consolidator in the highly fragmented market landscape as it currently assesses transformational and highly accretive projects to continue its strong track record of opportunistic M&A focused on shareholder return-on-investment.

 

The Company intends to maintain a balanced capital allocation plan, including returning capital to shareholders with the execution of a $228 million share buyback, thereby optimizing value creation for shareholders.

 

 

 

 

Murchinson has NO Plan and Intends to Liquidate the Company, Depriving Shareholders of Significant Long-Term Value

 

Murchinson is attempting to derail the Company’s progress and replace Nano’s deeply experienced Board members with three unqualified director candidates who have NO additive skills, NO strategic plan, and NO independence from Murchinson.

 

Since the rejection of its opportunistic takeover attempt, Murchinson has been deceiving shareholders in order to advance the fund’s own agenda. The fund’s intention is to dismantle Nano to gain access to its significant cash reserves, jeopardizing the future value creation opportunity for other shareholders.

 

Nano’s Board is Committed to the Highest Standards of Governance – a Highly Qualified Board Oversees its Value Creation Strategy

 

The Board consists of 9 highly qualified individuals – 7 of whom are independent – with diverse skills that align with and support the Company’s focus on growth, while taking its portfolio of proprietary manufacturing solutions to the next level.

 

Nano’s nominees are exceptionally qualified directors who collectively provide a comprehensive and diverse set of skills relevant to the challenges facing the Company, including expertise across the 3D printing and digital-cloud-manufacturing industry, capital markets, corporate finance, and strategic business development in both the U.S., Europe and Israel.

 

Nano has built a corporate structure predicated on balanced access to leadership and engagement with shareholders, all while building momentum and focusing on strategy, execution and value creation.

 

Today’s presentation, the Company’s definitive 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 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: at (877) 717-3923 (for U.S. and Canada)



Or +1 (412) 232-3561 (all other countries).



Banks and Brokers, Call Collect: (212) 750-5833

 

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.

 

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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 its intention to replace the current Board of Directors of Stratasys with its own nominees and its plans for Stratasys assuming the successful completion of the special tender offer. 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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Exhibit 99.2

 

 

 

Nano Dimension: Another Stellar Q2/2023 and H1/2023 Results

 

47% Organic Growth since Q3/2022
33% Higher Revenue over Q2/2022
38% Higher Revenue over H1/2022

 

o44% Q2/23 Gross Margin, Up From 32% in Q2/2022
o44% H1/23 Gross Margin, Up From 21% in H1/2022
o48% Q2/23 Adjusted Gross Margin, Up From 40% in Q2/2022
o47% H1/23 Adjusted Gross Margin, Up From 40% in H1/2022

 

Conference Call to be Held Today at 9:00 AM EDT

 

WALTHAM, Mass., Aug. 21st, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or “Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”), today announced financial results for the second quarter ended June 30th, 2023.

 

Revenue

 

$14.74 million for Q2/2023; up 33% over Q2/2022
$29.70 million for H1/2023; up 38% over H1/2022

 

Gross Margin (“GM”)

 

44% for Q2/2023; up from 32% in Q2/2022
44% for H1/2023; up from 21% in H1/2022

 

Adjusted1 Gross Margin (“Adjusted GM”)

 

48% for Q2/2023; up from 40% in Q2/2022
47% for H1/2023; up from 40% in H1/2022

 

Adjusted EBITDA for Q2/2023 was negative $24 million,
including Research & Development expenses: $13 million2.
   
Adjusted EBITDA for H1/2023 was negative $47 million,
including Research & Development expenses: $28 million2.

 

Details regarding Adjusted EBITDA and Adjusted gross profit can be found below in this press release under “Non-IFRS Measures.”

 

 

1Excluding cost of revenues from depreciation and amortization and share-based compensation expenses.
2Excluding share-based compensation expenses and depreciation.

 

 

 

 

 

 

CEO MESSAGE TO SHAREHOLDERS:

 

Dear Shareholders,

 

Nano Dimension’s momentum continues, and the second quarter and first half of 2023 are no exception. The financial results prove that the people, initiatives, business plan and M&A strategy we have put in place are delivering exceptional revenue and gross margin improvements. Moreover, the 47% organic revenue growth since Q3/2022, across different product lines, is a testament of our unique and synergistic business model.

 

When many, if not all other businesses, in our space have top-lines that are stagnating or declining, our revenues are growing 33% quarter-over-quarter and 38% half-over-half for 2023. When many of our peers have had to lower prices to compete and/or pay more for an inefficiently managed supply chain, our gross profits are increasing:

 

Up 81% from Q2/2022
Up 185% from H1/2022

 

We strongly believe that this is only the beginning. We have the right people, technologies, and products for this business to continue to deliver strong results. During the most recent 3-4 quarters, however, I am not focusing on quarterly results, as good as they are - but rather looking at annual trends, aiming for improvements in margins, and potentially, in the not too far future, a positive EBITDA and bottom line. I am confident of this trajectory based on our strong R&D achievements, especially in materials’ developments, pipeline and customer relationships, as well as build-up of sales & marketing infrastructure.

 

Considerations for Profitability and Cash Flow:

 

We prudently continue to invest in R&D and Go-to-Market. Those are larger investments than what a company at our present size can typically afford, should it wish to be profitable in near term quarters. However, we are growing steadily – and that’s what we aim to do. Negative cashflows are temporary investments which are meticulously calculated and aimed to match the significant organic growth we expect and the upcoming consolidation waves that we foresee in our industry.

 

We are prioritizing long-term value creation with a horizon of a few quarters, rather than nearer-term profitability at the expense of the Company’s future potential. If we cut expenses and maximize profit now, an alternative that is definitely doable, we would be sacrificing a substantially increased valuation for the Company down the road. Hence, investors with a different investment-event-horizon, may join us by stretching their timeline slightly, and their expected returns will emerge.

 

We are not where we are by accident, in particular the cash on our balance sheet was and is preplanned. We are here because we have always respected our fiduciary responsibility to our shareholders, which has led us to spend your capital more prudently than others.

 

Our disciplined approach to capital allocation has enabled us to enter the next phase of this marketplace - when capital is tight for many - and fully execute on our strategic growth plans. Nano has the cash firepower to continue to build our business and we see significant opportunities ahead, such as the acquisition we announced last week of U.K.-based Additive Flow’s technology and intellectual property, which covers solutions for 3D design simulation and optimization.

 

2

 

 

 

 

There will be a few leaders that emerge as dominating the digital manufacturing fields, and we are ideally positioned to act as a consolidator in the highly fragmented market landscape with numerous attractive potential targets. It is hard to imagine who is better positioned than we are.

 

Nano’s Performance 2020-2023:

Nano’s ambitious and focused M&A strategy, combined with strong organic growth, has already driven significant value creation in recent years:

 

$4.4M revenue run rate in 2020 - 2021, up to $60M annual revenue run-rate in H1/2023
47% organic growth since Q3/2022
Adjusted gross margins approaching 50%
6 synergistic product lines with hundreds of machines sold across four continents:

 

oAME
oAdditive Electronics
oAM for Metal and Ceramic
oMicro-Additive Manufacturing
oInk Systems
oDeep Learning AI for Industrial, AM, AME, and other applications

 

6 integrated acquisitions and $1.1 billion of cash, cash equivalents, deposits, and investments
5 R&D and manufacturing centers in the Netherlands, Switzerland, Germany, the UK, and Israel
Sales & marketing and operations in Boston (USA), Germany, the Netherlands, the UK and Australia.

 

Upcoming Annual General Meeting of Shareholders (“Annual Meeting”):

 

As many of you are aware, Murchinson Ltd. (“Murchinson”), a small non-institutional fund trying to establish itself as a legitimate “activist,” is threatening to derail the Company’s progress and future value creation opportunity at our upcoming Annual Meeting on September 7th, 2023. Murchinson’s goal is to remove 9 directors – 7 of whom are independent – all of whom have diverse skills and expertise that are critical to Nano’s future success.

 

Murchinson has presented NO strategic plan and NO vision for Nano’s future. We believe Murchinson’s campaign is a blatant attempt to elevate the fund’s profile as an “activist” on the account of Nano Dimension and make a quick profit by gaining access to the Company’s significant cash reserves, at the expense of substantial long-term value creation potential for other shareholders.

 

Murchinson's efforts to manipulate Nano’s stock, with the help of collaborators, has resulted in its cost basis of (estimated) $2.50 per share. The fund stands to generate an (estimated) 60% return in (estimated) 12 months by seeking to liquidate the Company at $4.00 per share. Doing so would deprive you of the considerable upside as Nano continues to execute on its strategy.

 

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They now falsely claim that the cash value of ~$4.00 per share today should be the maximum value of your company, and wish to take it over, liquidate and distribute what will end up less than $4.00 per share to 170,000 (estimated number) retail shareholders. Most of those have cost-basis which is much higher than that, and they will be deprived of the opportunity to reach value which is much more than $4.00 per share.

 

Those eccentric-pseudo-activist shareholders are attempting to oust our board, replace it with their own nominees (which were already paid $250,000 in non-refundable cash in advance, just to be participants in this predator’s scheme, even if they are not voted to be directors; just to lend their names to a derogatory proxy fight).

 

We hope results like today will also resonate with shareholders since they validate the success of our business model and strategic initiatives as we continue to build on our leadership in the industry. Nano, under the existing Board and management team, has a bright future ahead, with a multi-pronged growth strategy buoyed by strong fundamentals, including disciplined M&A objectives and strong organic growth from leading technology development and innovation efforts. We hope existing and prospective shareholders will see the opportunity as we continue to deliver strong results annually.

 

However, this will not continue if Murchinson has its way. As previously announced, I intend resign as the Company’s CEO if EVEN ONE of the Murchinson nominees are elected to the Board. A large number of Nano’s senior management indicated similar intentions. I believe Murchinson’s involvement will derail the Company’s strategic direction and I (and others) simply refuse to work with any representative of Murchinson, when I believe their intention is to dismantle Nano Dimension.

 

Murchinson nominees have all accepted inducement payments of $50,000 each to simply stand for election, a clear mechanism to buy their loyalty.

 

I urge shareholders to vote to protect their investment and the significant value creation opportunity that Nano represents and vote FOR the current Nano Board.

 

Thank you for your support.

 

Yoav Stern

Chairman and Chief Executive Officer

 

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FINANCIAL RESULTS:

 

Financial results for the second quarter ended June 30th, 2023

 

Total revenues for the second quarter of 2023 were $14,737,000, compared to $14,965,000 in the first quarter of 2023, and $11,101,000 in the second quarter of 2022.

 

Cost of revenues (excluding amortization of intangibles and write-down of inventories) for the second quarter of 2023 was $8,180,000, compared to $8,267,000 in the first quarter of 2023, and $7,151,000 in the second quarter of 2022. The increase compared to the second quarter of 2022 is attributed mostly to the increased sales of the Company’s product lines.

 

R&D expenses for the second quarter of 2023 were $16,386,000, compared to $19,250,000 in the first quarter of 2023, and $18,365,000 in the second quarter of 2022. The decrease compared to the first quarter of 2023 is mainly attributed to a decrease in payroll expenses, subcontractors, material and share-based compensation expenses. The decrease compared to the second quarter of 2022 is mainly attributed to a decrease in subcontractors and share-based compensation expenses, and is partially offset by an increase in material, depreciation and other R&D expenses.

 

Sales & marketing (S&M) expenses for the second quarter of 2023 were $8,217,000, compared to $7,486,000 in the first quarter of 2023, and $10,115,000 in the second quarter of 2022. The increase compared to the first quarter of 2023 is mainly attributed to an increase in payroll and other marketing expenses and is partially offset by a decrease in share-based compensation expenses. The decrease compared to the second quarter of 2022 is mainly attributed to a decrease in share-based compensation and marketing expenses.

 

General and administrative (G&A) expenses for the second quarter of 2023 were $12,322,000, compared to $11,033,000 in the first quarter of 2023, and $7,207,000 in the second quarter of 2022. The increase compared to the first quarter of 2023 is mainly attributed to an increase in professional services, share-based compensation expenses and other G&A expenses and is partially offset by a decrease in payroll expenses. The increase compared to the second quarter of 2022 is mainly attributed to an increase in professional services, payroll and share-based compensation expenses.

 

Net loss attributed to owners for the second quarter of 2023 was $9,119,000, or $0.04 loss per share, compared to net income of $22,222,000, or $0.09 income per share, in the first quarter of 2023, and net loss of $39,732,000, or $0.15 loss per share, in the second quarter of 2022.

 

Financial results for the six months ended June 30th, 2023

 

Total revenues for the six months period ended June 30, 2023, were $29,702,000, compared to $21,531,000 in the six months period ended June 30, 2022. The increase is attributed to increased sales of the Company’s product lines.

 

Cost of revenues (excluding amortization of intangibles and write-down of inventories) for the six months period ended June 30, 2023, was $16,447,000, compared to $13,731,000 in the six months period ended June 30, 2022. The increase is attributed mostly to increased sales of the Company’s product lines.

 

R&D expenses for the six months period ended June 30, 2023, were $35,636,000, compared to $36,235,000 in the six months period ended June 30, 2022. The decrease is mainly attributed to a decrease in share-based compensation and subcontractors’ expenses, and is partially offset by an increase in payroll, materials, depreciation and other R&D expenses.

 

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S&M expenses for the six months period ended June 30, 2023, were $15,703,000, compared to $19,423,000 in the six months period ended June 30, 2022. The decrease is mainly attributed to a decrease in share-based compensation and marketing expenses.

 

G&A expenses for the six months period ended June 30, 2023, were $23,355,000, compared to $13,949,000 in the six months period ended June 30, 2022. The increase is mainly attributed to an increase in payroll and professional services expenses.

 

Net income attributed to the owners for the six months period ended June 30, 2023, was $13,103,000, or $0.05 per share, compared to loss of $72,825,000, or $0.28 per share, in the six months period ended June 30, 2022.

 

Balance sheet highlights

 

Cash and cash equivalents, together with short and long-term unrestricted bank deposits totaled $954,396,000 as of June 30, 2023, compared to $1,032,025,000 as of December 31, 2022.

 

Shareholders’ equity totaled $1,148,664,000 as of June 30, 2023, compared to $1,149,525,000 as of December 31, 2022.

 

Conference call information

 

The Company will host a conference call to discuss these financial results today, August 21st, 2023, at 9:00 a.m. EDT (4:00 p.m. IDT).

 

We encourage participants to pre-register for the conference call using the following link: https://dpregister.com/sreg/10181392/fa0dd604c0

 

Webcast link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=E9fFwO4y

 

U.S. Dial-in Number: 844-695-5517

INTERNATIONAL DIAL IN: 1-412-902-6751

Israel Dial-in Number: 1-80-9212373.

 

Please request the “Nano Dimension NNDM call” when prompted by the conference call operator. For those unable to participate in the conference call, there will be a replay available from a link on Nano Dimension’s website at http://investors.nano-di.com/events-and-presentations.

 

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 manufacturing machines 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.

 

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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. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, Nano Dimension is using forward-looking statements when it discusses its growing revenues, trajectory, pipeline. customer relationships, R&D, build up of sales and marketing infrastructure, the upcoming consolidation waves in its industry, its aim at valueandand expected returns, notable opportunities for acquisitions, that there will be a few leaders that come to dominate digital manufacturing, potential obstacles to the Company’s plans and organic growth. 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

Yael Sandler, CFO | ir@nano-di.com

 

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Unaudited Consolidated Statements of Financial Position as at

 

   June 30,   December 31, 
   2022   2023   20223 
(In thousands of USD)  (Unaudited)   (Unaudited)     
Assets            
Cash and cash equivalents   706,220    454,555    685,362 
Bank deposits   511,093    499,841    346,663 
Investment in securities   20,574         
Restricted deposits   77    60    60 
Trade receivables   5,811    12,523    6,342 
Other receivables   6,654    5,360    6,491 
Inventory   15,982    19,546    19,400 
Total current assets   1,266,411    991,885    1,064,318 
                
Restricted deposits   585    858    850 
Bank deposits   28,702         
Investment in securities       172,185    114,984 
Deferred tax   505    249    115 
Other receivables       826    809 
Property plant and equipment, net   11,617    14,014    5,843 
Right-of-use assets   14,172    14,135    16,539 
Intangible assets   20,437         
Total non-current assets   76,018    202,267    139,140 
Total assets   1,342,429    1,194,152    1,203,458 
                
Liabilities               
Trade payables   3,511    3,216    3,722 
Financial derivatives and deferred consideration   9,558        8,798 
Other payables   21,082    25,784    24,150 
Current portion of other long-term liability   355    274    363 
Total current liabilities   34,506    29,274    37,033 
                
Liability in respect of government grants   1,862    1,882    1,492 
Employee benefits   306    2,485    1,462 
Liability in respect of warrants   808    140    69 
Lease liability   10,969    10,168    12,374 
Deferred tax liabilities   279         
Other long-term liabilities   819         
Loan from banks   912    647    736 
Total non-current liabilities   15,955    15,322    16,133 
Total liabilities   50,461    44,596    53,166 
                
Equity               
Non-controlling interests   553    892    767 
Share capital   387,312    396,238    388,406 
Share premium and capital reserves   1,284,324    1,298,124    1,296,194 
Treasury shares   (1,509)   (24,768)   (1,509)
Foreign currency translation reserve   220    1,176    583 
Remeasurement of net defined benefit liability (IAS 19)   3,127    1,448    2,508 
Accumulated loss   (382,059)   (523,554)   (536,657)
Equity attributable to owners of the Company   1,291,415    1,148,664    1,149,525 
Total equity   1,291,968    1,149,556    1,150,292 
Total liabilities and equity   1,342,429    1,194,152    1,203,458 

 

 

3The December 31, 2022 balances were derived from the Company’s audited annual financial statements

 

8

 

 

 

 

Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income

 

   Six Months Ended
June 30,
   Three Months Ended
June 30,
   Year Ended
December 31,
 
   2022   2023   2022   2023   2022 
   Thousands   Thousands   Thousands   Thousands   Thousands 
   USD   USD   USD   USD   USD 
Revenues   21,531    29,702    11,101    14,737    43,633 
Cost of revenues   13,731    16,447    7,151    8,180    24,943 
Cost of revenues - write-down of inventories and impairment of assets recognized in business combination and technology   3,219    194    370    62    4,639 
Total cost of revenues   16,950    16,641    7,521    8,242    29,582 
Gross profit   4,581    13,061    3,580    6,495    14,051 
Research and development expenses   36,235    35,636    18,365    16,386    75,763 
Sales and marketing expenses   19,423    15,703    10,115    8,217    38,833 
General and administrative expenses   13,949    23,355    7,207    12,322    30,457 
Impairment losses on intangible assets                   40,523 
Operating loss   (65,026)   (61,633)   (32,107)   (30,430)   (171,525)
Finance income   7,810    80,780    5,230    23,954    22,965 
Finance expense   16,835    6,442    13,431    2,852    79,471 
Income (loss) before taxes on income   (74,051)   12,705    (40,308)   (9,328)   (228,031)
Taxes (expenses) benefit   789    (152)   334    (78)   (264)
Income (loss) for the period   (73,262)   12,553    (39,974)   (9,406)   (228,295)
Loss attributable to non-controlling interests   (437)   (550)   (242)   (287)   (872)
Income (loss) attributable to owners   (72,825)   13,103    (39,732)   (9,119)   (227,423)
Income (loss) per share                         
Basic income (loss) per share   (0.28)   0.05    (0.15)   (0.04)   (0.88)
                          
Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss                         
Foreign currency translation differences for foreign operations   (1,238)   597    (1,006)   194    (844)
Other comprehensive income items that will not be transferred to profit or loss                         
Remeasurement of net defined benefit liability (IAS 19), net of tax   3,127    (1,060)   3,127    (1,060)   2,508 
Total other comprehensive income (loss) for the period   1,889    (463)   2,121    (866)   1,664 
Total comprehensive income (loss) for the period   (71,373)   12,090    (37,853)   (10,272)   (226,631)
Comprehensive loss attributable to non-controlling interests   (488)   (546)   (278)   (296)   (892)
Comprehensive income (loss) attributable to owners of the Company   (70,885)   12,636    (37,575)   (9,976)   (225,739)

 

9

 

 

 

 

Consolidated Statements of Changes in Equity (Unaudited)

(In thousands of USD)

 

   Share
capital
   Share
premium
and capital
reserves
   Remeasurement
of IAS 19
   Treasury shares   Foreign currency translation reserve   Accumulated loss   Total   Non-controlling interests   Total
equity
 
   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands 
   USD   USD   USD   USD   USD   USD   USD   USD   USD 
For the six months ended
June 30, 2023:
                                    
Balance as of December 31, 2022   388,406    1,296,194    2,508    (1,509)   583    (536,657)   1,149,525    767    1,150,292 
Investment of non-controlling party in subsidiary                               671    671 
Income for the period                       13,103    13,103    (550)   12,553 
Other comprehensive income (loss) for the period           (1,060)       593        (467)   4    (463)
Exercise of warrants, options and conversion of convertible notes   7,832    (7,832)                            
Repurchase of treasury shares               (23,259)           (23,259)       (23,259)
Share based payment acquired       (1,780)                   (1,780)       (1,780)
Share-based Compensation       11,542                    11,542        11,542 
Balance as of June 30, 2023   396,238    1,298,124    1,448    (24,768)   1,176    (523,554)   1,148,664    892    1,149,556 

 

10

 

 

 

 

   Share
capital
   Share
premium
and capital
reserves
   Remeasurement of IAS 19   Treasury
shares
   Foreign
currency
translation
reserve
   Accumulated
loss
   Total   Non-controlling
interests
   Total
equity
 
   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands   Thousands 
   USD   USD   USD   USD   USD   USD   USD   USD   USD 
For the three months ended June 30, 2023:                                    
Balance as of March 31, 2023   389,943    1,300,781    2,508    (19,901)   973    (514,435)   1,159,869    578    1,160,447 
Investment of non-controlling party in subsidiary                               610    610 
loss for the period                       (9,119)   (9,119)   (287)   (9,406)
Other comprehensive income (loss) for the period           (1,060)       203        (857)   (9)   (866)
Exercise of warrants, options and conversion of convertible notes   6,295    (6,295)                            
Repurchase of treasury shares               (4,867)           (4,867)       (4,867)
Share based payment acquired       (1,780)                   (1,780)       (1,780)
Share-based Compensation       5,418                    5,418        5,418 
Balance as of June 30, 2023   396,238    1,298,124    1,448    (24,768)   1,176    (523,554)   1,148,664    892    1,149,556 

 

11

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited)

(In thousands of USD)

 

   Six Months Ended
June 30,
   Three Months Ended
June 30,
   Year Ended
December 31
 
   2022   2023   2022   2023   2022 
Cash flow from operating activities:                    
Net income (loss)   (73,262)   12,553    (39,974)   (9,406)   (228,295)
Adjustments:                         
Depreciation and amortization   2,856    2,963    1,715    1,540    7,283 
Impairment losses                   40,523 
Financing (income) expenses, net   12,555    (17,622)   10,361    (9,470)   (1,769)
Revaluation of financial liabilities accounted at fair value   (2,917)   485    (1,547)   294    (4,516)
Revaluation of financial assets accounted at fair value   (613)   (57,201)   (613)   (11,925)   62,791 
Loss (gain) from disposal of property plant and equipment and right-of-use assets   (6)   345    (3)   221    948 
Increase in deferred tax   (1,332)   (95)   (871)   (92)   (581)
Share-based compensation   19,337    11,542    9,214    5,418    32,563 
Other   113    68    19    23    166 
    29,993    (59,515)   18,275    (13,991)   137,408 
Changes in assets and liabilities:                        
(Increase) decrease in inventory   (1,878)   (1,212)   (1,410)   (667)   (4,603)
(Increase) decrease in other receivables   (297)   669    554    1,520    (1,978)
(Increase) decrease in trade receivables   (1,959)   (6,039)   216    (2,331)   (1,992)
Increase (decrease) in other payables   1,397    (1,345)   (327)   (817)   5,281 
Increase (decrease) in employee benefits   1,736    (399)   588    162    1,497 
Increase (decrease) in trade payables   839    (828)   110    (2,633)   628 
                          
    (162)   (9,154)   (269)   (4,766)   (1,167)
Net cash used in operating activities   (43,431)   (56,116)   (21,968)   (28,163)   (92,054)
                          
Cash flow from investing activities:                         
Change in bank deposits   (46,491)   (151,391)   (24,584)   77,106    141,555 
Interest received   2,491    17,998    1,729    6,706    17,465 
Change in restricted bank deposits   (75)   (34)   (95)   237    (327)
Acquisition of property plant and equipment   (4,539)   (7,121)   (2,564)   (3,177)   (9,388)
Acquisition of subsidiaries, net of cash acquired   (18,159)       (35)       (31,057)
Payment of a liability to pay a contingent consideration of business combination   (9,999)   (9,255)   (9,999)   (5,295)   (10,708)
Acquisition of financial assets in fair value through profit and loss   (17,803)       (17,803)       (177,775)
Decrease in deposit in escrow                   3,362 
Other                   (800)
Net cash from (used in) investing activities   (94,575)   (149,803)   (53,351)   75,577    (67,673)
                          
Cash flow from financing activities:                         
Lease payments   (1,881)   (2,471)   (1,085)   (1,251)   (4,151)
Repayment long-term bank debt   (218)   (96)   (138)   (39)   (406)
Proceeds from non-controlling interests       550        550    510 
Amounts recognized in respect of government grants liability, net   (93)   (172)   (48)   (87)   (221)
Payments of share price protection recognized in business combination   (744)   (1,780)   (744)   (1,780)   (1,005)
Repurchase of treasury shares       (19,741)       (1,349)    
Net cash used in financing activities   (2,936)   (23,710)   (2,015)   (3,956)   (5,273)
Increase (decrease) in cash   (140,942)   (229,629)   (77,334)   43,458    (165,000)
Cash at beginning of the period   853,626    685,362    788,141    412,172    853,626 
Effect of exchange rate fluctuations on cash   (6,464)   (1,178)   (4,587)   (1,075)   (3,264)
Cash at end of the period   706,220    454,555    706,220    454,555    685,362 
                          
Non-cash transactions:                         
Property plant and equipment acquired on credit   35    328    (176)   (148)   52 
Repurchase of treasury shares on credit       3,518        3,518     
Recognition of a right-of-use asset   11,250    199    13    72    15,196 
Acquisition of financial assets in fair value through profit and loss   2,158        2,158         

 

12

 

 

 

 

Non-IFRS Measures

 

The following are reconciliations of income before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross profit, as calculated in accordance with IFRS, to Adjusted Gross Profit:

 

   For the Six-Months
Period Ended
June 30,
   For the Three-Months
Period Ended
June 30,
 
   2023 
   In thousands of
USD
   In thousands of
USD
 
Net income (loss)   12,553    (9,406)
Tax expenses   152    78 
Depreciation and amortization   2,963    1,540 
Interest income   (23,567)   (12,047)
EBITDA (loss)   (7,899)   (19,835)
Finance income from revaluation of assets and liabilities   (56,299)   (11,522)
Exchange rate differences   5,475    2,430 
Share-based compensation expenses   11,542    5,418 
Adjusted EBITDA (loss)   (47,181)   (23,509)

 

   For the Six-Months
Period Ended
June 30,
   For the Three-Months
Period Ended
June 30,
 
   2022   2023   2022   2023 
Gross profit   4,581    13,061    3,580    6,495 
Depreciation and amortization   3,298    186    436    120 
Share-based compensation expenses   743    812    419    390 
Adjusted gross profit   8,622    14,059    4,435    7,005 

 

EBITDA is a non-IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortization of assets recognized in business combination and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Company’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.

 

13

 

 

 

 

Adjusted EBITDA is a non-IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortization of assets recognized in business combination, interest income, finance income for revaluation of assets and liabilities, exchange rate differences and share-based payments. We believe that Adjusted EBITDA, as described above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from revaluation of assets and liabilities, exchange rate differences and share-based payment expenses. Adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to revaluation, exchange rate differences and share-based payments.

 

Adjusted gross profit, excluding depreciation and amortization and share-based compensation expenses, is a non-IFRS measure and is defined as gross profit excluding amortization expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Company’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non-cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues.

 

EBITDA, Adjusted EBITDA, and Adjusted gross profit do not represent cash generated by operating activities in accordance with IFRS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies may calculate these measures differently than we do.

 

 

14

 

 

 

Exhibit 99.3

 

Nano Dimension Leading Manufacturing into the Future 2 nd Quarter 2023 Results & Earnings Call Yoav Stern, Chairman & CEO Yael Sandler, CFO Julien Lederman, VP Corporate Development August 21 st , 2023

 

 

Forward Looking Statements ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 2 This presentation of Nano Dimension Ltd . (the “Company” or “Nano Dimension”) contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act and other 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, the Company is using forward - looking statements when it discusses its strong growth, steady and strong revenue growth, increasing margins, potential obstacles to the Company’s plans and that the Company has fuel to become industry leader with capital to support growth . Actual results, performance, or achievements of Company’s could differ materially from those described in or implied by the statements in this Forward - looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain . Such expectations, beliefs and projections are expressed in good faith . However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward - looking statements . Forward - looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward - looking statements . For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report for the year ended December 31 , 2022 , filed with the SEC . Forward - looking statements speak only as of the date the statements are made . The Company assumes no obligation to update forward - looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward - looking information except to the extent required by applicable securities laws . If the Company does update one or more forward - looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward - looking statements .

 

 

Highlights – Q2 2023 ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 3 Important Milestones Underscore Strong Business Momentum Headline financials ▪ Higher revenue of $14.7M ▪ 33% higher from the same quarter in 2022 ▪ 38% higher from the same half in 2022 ▪ Increased gross profit of $6.5M ▪ 81% higher from the same quarter in 2022 ▪ 185% higher from the same half in 2022 ▪ Improved gross margins by 12% (IFRS) and 8% (non - IFRS) ▪ 44% vs, 32% in the same quarter in 2022 (IFRS) ▪ 48% vs. 40% in the same quarter in 2022 (non - IFRS) 1 1 See reconciliation of IFRS to non - IFRS in slides 14 - 15 2 Cannot reveal certain customer names based on the confidentiality agreements outlined in certain contracts Notable customer successes² ▪ US Department of Defense ▪ Fraunhofer Institute ▪ TactoTek ▪ World leading hardware & software company ▪ Global EMS company Product and R&D developments ▪ Offering DeepCube’s deep learning - based AI to 3 rd parties as a standalone service ▪ Roll out for DeepCube in DragonFly systems ▪ Developed specialty, high - temp materials for Fabrica systems

 

 

Financials – Q2 2023 ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 4 Q2 2023 Q2 2022 In USD $14.7M $11.1M Revenue $6.5M $3.6M Gross Profit (IFRS) 44% 32% Gross Margin (IFRS) $7.0M $4.4M Adjusted Gross Profit (non - IFRS) 1 48% 40% Adjusted Gross Margin (non - IFRS) 1 ($19.8M) ($41.3M) EBITDA (loss) ($23.5M) ($21.2M) Adjusted EBITDA (loss) 1 $12.7M $12.9M R&D Expenses 2 $1.9M $0.0M Proxy Activity Expenses 3 ($8.9M) ($8.3M) Adjusted EBITDA (loss) 1 net of R&D expenses 2 and expenses from proxy activity 3 ($9.4M) ($40.0M) Net income (loss) ($28.2M) ($22.0M) Net cash used in operations ($21.5M) ($20.2M) Net cash used in operations, minus interest earned Strong Business Performance Driving Improved Financial Strength Year - over - year improvements Revenue ▪ 33% revenue growth; reflecting organic growth ▪ 47% organic growth since Q3/2022 Gross profit ▪ 81% gross profit increase and 58% adjusted gross profit increase; reflecting strong pricing and supply chain management¹ Gross margins ▪ 12% gross margin and 8% adjusted gross margin improvement in absolute terms; exemplifying sustainability of business model 1 See reconciliation of IFRS to non - IFRS in slides 14 - 15 2 Excluding Share based compensation expenses, deprecation and amortization 3 Expenses related to legal and proxy activity

 

 

$5M $10M $20M $30M $39M $44M $48M $52M $59M $0M $15M $30M $45M $60M $75M Q3 2021 LTM Q4 2021 LTM Q1 2022 LTM Q2 2022 LTM Q3 2022 LTM Q4 2022 LTM Q1 2023 LTM Q2 2023 LTM 2023 Run Rate (H1 2023 Annualized) Steady & Strong Revenue Growth Consistent Growth for Last Twelve Months (LTM) Revenue for Past 8 Quarters ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 5 +113% +92% +51% +28% +12% +10% +8% +15%

 

 

40% 48% 0% 15% 30% 45% 60% Q2 2022 Q2 2023 Strong Growth and Increasing Margins Robust Year - on - Year Results Revenue Adjusted Gross Margin % (non - IFRS) 1 $11.1M ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 6 $14.7M $0M $5M $10M $15M $20M Q2 2022 Q2 2023 +33% YoY 1 See reconciliation of IFRS to non - IFRS in slides 14 - 15 Adjusted non - IFRS IFRS Adjusted non - IFRS IFRS

 

 

Source Q2 2023 – Q2 2022 YoY Revenue Increase % / Decrease % ([DDD, DM, MKFG, SSYS] Q2 2023 filings) 1 Peer Group Weighted Avg. includes the average of DDD, DM, MKFG, SSYS Q2 2023 – Q2 2022 YoY Revenue increase % / decrease % (8%) (8%) (4%) 5% (6%) 33% (10%) 0% 10% 20% 30% 40% 50% Peer Group Avg. 1 Significantly Outperforming Peers Value - Creation Strategy Has Prompted Strong Growth Amidst Market Headwinds Nano Dimension vs. Peers Q2 2023 YoY Revenue Growth ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 7

 

 

Annual General Meeting (“AGM”) Your Investment Is at Risk Vote FOR the Nano Board Delivering Results x Growth with strong fundamentals – 12x Revenue growth from 2020 to 2022 – ~$60M 2023 Revenue run - rate in H1/2023 x Strategic M&A – Synergy, Value, and Innovation – Avg. combined organic growth of +24% 1 on acquisitions – Acquired at reasonable multiples ~2x Revenue 2 compared to ~7x Revenue for industry comps x Strong Base with Robust Global GTM and R&D Programs – Will drive strong organic growth from leading technology development and innovation efforts 1 1 Year / 6 Months post - acquisition Admatec, Essemtec, GIS 2 Acquisitions from November 2021 to July 2023 ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 8 X Murchinson Ltd. Has NO Vision and NO Value Creation Plan • Intention is to Liquidate Nano – Would deprive shareholders of considerable upside compared to Nano’s continued execution of its strategy • Self - Interested Campaign follows opportunistic bid – In September 2022, made an offer that meaningfully undervalued the company and was well below cash value • No Executable Ideas for Value Creation – No vision or plan for Nano’s future • Nominees paid $50K each by Murchinson, merely to present the Bios in the list. Even if NOT ELECTED! • GOLDEN HANDCUFFED by Murchinson Are They independent? – Poor governance led by compromised directors

 

 

Annual General Meeting (“AGM”) Your Investment Is at Risk Vote AGAINST the Murchinson Proposals “I don't analyze the activity, because I don't understand 3D printing… we really have no idea what is good and what is not good to do here.” — Moshe Sarfaty, Murchinson Senior Analyst This is a quote taken directly from court testimony – given under oath – last month by Murchinson Ltd. (“Murchinson”)’s lead analyst responsible for the fund’s investment in Nano Dimension. If you vote for ANY of Murchinson’s nominees, you are essentially handing the keys to your investment over to bad actors with questionable motives and NO KNOWLEDGE OF THE INDUSTRY OR ABILITY TO RUN THE COMPANY. 1. NO additive skills 2. NO strategic plan 3. NO independence from Murchinson MURCHINSON ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 9

 

 

Learn more: ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 10 • Website: www.protectingnanovalue.com • Materials: – Letter to shareholders (August 16, 2023) – Click here to open – Letter to shareholders (August 8, 2023) – Click here to open – Voting instruction form – Click here to open – Notice of AGM – Click here to open

 

 

Q&A ©2022 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 11

 

 

Appendix

 

 

Fuel to Become Industry Leader With Capital to Support Growth Multiple of Cash Balance¹ to Annual Net Cash Used in Operating Activities² 1 Including cash, cash equivalents, investment in trading securities, and short and long - term unrestricted bank deposits ([MKFG, DM, VLD] Q4/FY 2022 filings) 2 Based on FY22 operating cash flow ([MKFG, DM, VLD] Q4/FY 2022 filings) 0.6x 1.0x 2.3x 12.5x 0x 3x 6x 9x 12x 15x ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 13

 

 

Reconciliation for Non - IFRS Measures ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 14 EBITDA is a non - IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortization of assets recognized in business combination and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Company’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above. Adjusted EBITDA is a non - IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortization of assets recognized in business combination, interest income, finance income for revaluation of assets and liabilities, exchange rate differences and share - based payments. We believe that Adjusted EBITDA, as described above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from revaluation of assets and liabilities, exchange rate differences and share - based payment expenses. Adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non - cash items, such as expenses related to revaluation, exchange rate differences and share - based payments. Adjusted gross profit, excluding depreciation and amortization and share - based compensation expenses, is a non - IFRS measure and is defined as gross profit excluding amortization expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Company’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non - cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues. EBITDA, Adjusted EBITDA, and Adjusted gross profit do not represent cash generated by operating activities in accordance with IFRS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies may calculate these measures differently than we do.

 

 

Reconciliation for Non - IFRS Measures ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 15 Amounts in thousands of USD The following are reconciliations of income before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross profit, as calculated in accordance with IFRS, to Adjusted Gross Profit: 1 Excluding share based compensation expenses, deprecation and amortization See full reconciliation and explanation in Q2 2023 Nano Dimension press release published August 21 st , 2023 For the Three - Month Period Ended June 30 th , 2023 (9,406) Net income 78 Tax expenses 1,540 Depreciation and amortization (12,047) Interest income (19,835) EBITDA (11,522) Finance income from revaluation of assets and liabilities 2,430 Exchange rate differences 5,418 Share - based compensation expenses (23,509) Adjusted EBITDA (loss) 1,931 Expenses related to legal and proxy activity (21,578) Adjusted EBITDA (loss) excluding legal and proxy activity 12,700 R&D Expenses 1 (8,878) Adjusted EBITDA (loss) net of R&D cash expenses and legal & proxy activity For the Three - Month Period Ended June 30 th , 2023 For the Three - Month Period Ended June 30 th , 2022 6,495 3,580 Gross profit 120 436 Depreciation and amortization 390 419 Share - based compensation expenses 7,005 4,435 Adjusted gross profit (28,163) (21,968) Net Cash used in operations 6,706 1,729 Interest earned (21,457) (20,239) Net cash used in operations, minus interest earned

 

 

Key Metrics Q1 2023 Amounts in thousands of USD ©2023 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 16 Cash Flow Balance Sheet Income Statement Q2 2023 Q2 2022 Q2 2023 Q2 2022 Q2 2023 Q2 2022 (28,163) (21,968) CF from operations 1,127,499 1,238,549 Cash cash balance 2 and marketable securities 14,737 11,101 Total Revenue 75,577 (53,351) CF from investing activities 1,194,152 1,342,429 Total Assets 7,005 4,435 Adjusted Gross Profit 1 (3,956) (2,015) CF from financing activities 647 912 Total Debt Loans from banks 48% 40% Adjusted Gross Margin 1 43,458 (77,334) Change in Cash and cash equivalents 44,596 50,461 Total Liabilities (23,509) (21,204) Adjusted EBITDA (loss) 1 1,149,556 1,291,968 Total Shareholders' Equity (9,406) (39,732) Net income (loss) 1 See reconciliation of IFRS to non - IFRS in slides 14 - 15 2 Including cash equivalents, and short/long term bank deposits