UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 6, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 63008G203

  1   NAME OF REPORTING PERSON  
         
        Murchinson Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Canada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,747,938*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,747,938*  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,495,877*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.2%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

2

CUSIP No. 63008G203

  1   NAME OF REPORTING PERSON  
         
        Nomis Bay Ltd  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Bermuda  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,048,763*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,048,763*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,048,763*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.6%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

3

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        BPY Limited  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Bermuda  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,699,176*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,699,176*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,699,176*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.0%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

4

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        EOM Management Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Bermuda  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

5

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        James Keyes  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United Kingdom  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

6

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        Jason Jagessar  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Republic of Trinidad and Tobago  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

7

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        Chaja Carlebach  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Switzerland  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

8

CUSIP No. 63008G203

 

  1   NAME OF REPORTING PERSON  
         
        Marc J. Bistricer  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Canada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,747,938*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,747,938*  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,495,877*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

9

CUSIP No. 63008G203

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 The Shares purchased by Nomis Bay were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,048,763 Shares beneficially owned by Nomis Bay is approximately $12,077,430, including brokerage commissions.

The Shares purchased by BPY were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,699,176 Shares beneficially owned by BPY is approximately $8,050,946, including brokerage commissions.

The Shares held in the Managed Positions were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,747,938 Shares held in the Managed Positions is approximately $20,128,230, including brokerage commissions. 

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 6, 2023, the Proposing Shareholders released an investor presentation (the “Investor Presentation”) and issued a press release (the “Press Release”) explaining their view regarding why immediate change is necessary to the Issuer’s Board of Directors (the “Board”) ahead of the upcoming special general meeting of shareholders of the Issuer convened by the Proposing Shareholders and scheduled to be held on March 20, 2023 (the “Meeting”), with a voting deadline of 12:00 p.m. E.T. on March 13, 2023 for holders of the Issuer’s American Depositary Shares, including the share price underperformance, dismal corporate governance practices, lack of accountability and capital allocation missteps which have occurred under the watch of the Issuer’s management and incumbent Board. The Proposing Shareholders disclosed actions that may be taken to both increase shareholder value and foster a culture of accountability and transparency at the Issuer and detailed the qualifications of their two independent highly qualified nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, for appointment to the Board by the Issuer’s shareholders at the Meeting. The Investor Presentation and Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 5.Interest in the Securities of the Issuer.

Items 5 (a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator consisting of a multiple of (i) 12,907,044 Shares outstanding, as of November 8, 2022, which is 5.0% of the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 6-K filed with the SEC on November 8, 2022 and (ii) twenty.

10

CUSIP No. 63008G203

A.Nomis Bay
(a)As of the close of business on March 6, 2023, Nomis Bay beneficially owned 4,048,763 Shares.

Percentage: Approximately 1.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,048,763
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,048,763

 

(c)The transactions in the Shares by Nomis Bay since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
B.BPY
(a)As of the close of business on March 6, 2023, BPY beneficially owned 2,699,176 Shares.

Percentage: Approximately 1.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,699,176
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,699,176

 

(c)The transactions in the Shares by BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
C.EOM
(a)EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)EOM has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
D.Murchinson
(a)Murchinson, as the sub-investment advisor to each of Nomis Bay and BPY and the investment advisor to the Managed Positions, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay, (ii) 2,699,176 Shares owned by BPY and (iii) 6,747,938 Shares held through the Managed Positions.

11

CUSIP No. 63008G203

Percentage: Approximately 5.2%

(b)1. Sole power to vote or direct vote: 6,747,938
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 6,747,938
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Murchinson has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
E.Mr. Keyes
(a)Mr. Keyes, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Keyes has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Jagessar
(a)Mr. Jagessar, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Jagessar has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
12

CUSIP No. 63008G203

G.Ms. Carlebach
(a)Ms. Carlebach, as the director of EOM, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Ms. Carlebach has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
H.Mr. Bistricer
(a)Mr. Bistricer, as the Chief Executive Officer and Chief Investment Officer of Murchinson, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay, (ii) 2,699,176 Shares owned by BPY and (iii) 6,747,938 Shares held through the Managed Positions.

Percentage: Approximately 5.2%

(b)1. Sole power to vote or direct vote: 6,747,938
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 6,747,938
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Bistricer has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.

 

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1Investor Presentation, dated March 6, 2023.
99.2Press Release, dated March 6, 2023.

13

CUSIP No. 63008G203

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2023

 

  Nomis Bay Ltd
   
  By:

/s/ James Keyes

    Name: James Keyes
    Title: Director

 

 

  BPY Limited
   
  By:

/s/ James Keyes

    Name: James Keyes
    Title: Director

 

 

  EOM Management Ltd.
   
  By:

/s/ Chaja Carlebach

    Name: Chaja Carlebach
    Title: Director

 

 

  Murchinson Ltd.
   
  By:

/s/ Marc J. Bistricer

    Name: Marc J. Bistricer
    Title: Chief Executive Officer

 

 

 

/s/ James Keyes

  James Keyes
   
   
 

/s/ Jason Jagessar

  Jason Jagessar
   
   
 

/s/ Chaja Carlebach

  Chaja Carlebach
   
   
 

/s/ Marc J. Bistricer

  Marc J. Bistricer

 

14

CUSIP No. 63008G203

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

NOMIS BAY LTD

 

Purchase of Common Stock 27,014 2.5500 02/13/2023
Purchase of Common Stock 30,000 2.5380 02/13/2023
Sale of Common Stock (13,251) 2.9680 02/15/2023

 

BPY LIMITED

 

Purchase of Common Stock 18,010 2.5500 02/13/2023
Purchase of Common Stock 20,000 2.5380 02/13/2023
Sale of Common Stock (8,834) 2.9680 02/15/2023

 

MURCHINSON LTD.

(Through the Managed Positions)

 

Purchase of Common Stock 27,014 2.5500 02/13/2023
Purchase of Common Stock 18,010 2.5500 02/13/2023
Purchase of Common Stock 30,000 2.5380 02/13/2023
Purchase of Common Stock 20,000 2.5380 02/13/2023
Sale of Common Stock (13,252) 2.9680 02/15/2023
Sale of Common Stock (8,834) 2.9680 02/15/2023

 

Exhibit 99.2

 

Murchinson Issues Presentation Detailing Urgent Need for Change at Nano Dimension

 

Highlights Company’s Share Price Underperformance, Terrible Corporate Governance and Poor Capital Allocation Under the Current Board Led by Yoav Stern

 

Notes That Shares Have Declined More Than 77% During Mr. Stern’s Chairmanship and the Company Currently Has a Negative Enterprise Value of More Than $400 Million

 

Urges Shareholders to Make Their Voices Heard at the Special Meeting on March 20, 2023, and Vote for the Removal of Four Legacy Directors and Appointment of Murchinson’s Two Highly-Qualified Independent Nominees – Kenneth H. Traub and Dr. Joshua Rosensweig

 

Notes that the Voting Cut-Off Date for ADS Holders is 12:00 p.m. ET on March 13, 2023

 

TORONTO – March [6], 2023 – Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today issued a presentation outlining why it believes change is urgently needed at Nano Dimension. Shareholders have the opportunity to vote at the upcoming Special General Meeting of Shareholders (the “Special Meeting”), in spite of the Company’s efforts to declare the meeting illegal and stop the voices of shareholders from being heard. ADS holders should be mindful that all votes must be received by 12:00 p.m. E.T. on March 13, 2023, and, in any event, should correspond with their bank or broker to ensure their vote is counted.

 

The presentation is available at: www.SaveNanoDimension.com

 

Key takeaways from the presentation include:

 

·The Company has drastically underperformed during Yoav Stern’s Chairmanship. Nano Dimension shares have declined by more than 77% since Mr. Stern was appointed Chairman in 20211. Further, the Company currently has a negative enterprise value of more than $400 million2 – reflecting investors’ concern regarding the current Board and management team’s continued destruction of value. The bottom line is that the longer the Stern-led Board remains in place, the greater the risk of further value erosion.

 

·The Stern-led Board has overseen terrible corporate governance and failed to hold management accountable. The Board has apparently rallied behind Mr. Stern by supporting drastic entrenchment measures aimed at preventing the voices of shareholders from being heard. In response to Murchinson’s special meeting request, the Board has: 1) launched a smear campaign against its biggest shareholder to avoid addressing the concerns about the Company's extremely poor governance and track record, 2) adopted a poison pill against the express will of shareholders, 3) filed a dilutive registration statement to issue nearly 52 million new shares and 4) commenced litigation in an attempt to declare the Special Meeting illegal and deprive shareholders of their right to vote at the legally scheduled Special Meeting. Adding insult to injury, most of the Company’s staggered Board, including Mr. Stern, were appointed and have never been put to a vote by shareholders due to apparent manipulations of the director class system.

 

·Mr. Stern’s Chairmanship has been characterized by a series of damaging capital allocation missteps. The Board has continually failed to hold management accountable for its ill-advised acquisition strategy, poor integration of those acquisitions and significant cash burn. We believe that Mr. Stern has used this string of acquisitions to mask the underperformance of the Company, touting 2022 as a year of tremendous growth in the business when the fact is that almost all of the so-called growth came from expensive acquisitions while the legacy business experienced virtually no growth.

 

1 From March 11, 2021 to January 22, 2023 when Murchinson sent the Company the special meeting demand.

2 As of March 1, 2023.

 

 

·Murchinson is seeking to establish accountability and transparency and ensure the Board prioritizes protecting value for ALL shareholders. Murchinson is calling a special meeting and has put forward four proposals, including removing four legacy directors and replacing them with two highly-qualified, truly independent nominees – Kenneth H. Traub and Dr. Joshua Rosensweig. These two individuals are corporate governance experts with demonstrated track records of improving company performance to benefit all shareholders, and we believe they can be instrumental in helping right the ship at Nano Dimension.

 

·Murchinson believes a refreshed board can meaningfully enhance value. There are numerous actions outlined in our presentation that Murchinson believes could be immediately proposed and advocated for by the new directors to benefit Nano Dimension and all of its shareholders. It is also clear that based on its track record, the Board, as currently constructed, should not be the one making future strategy and capital allocation decisions, and that every day that passes without change in the boardroom increases the chance of further value destruction.

 

***

As a reminder, Murchinson previously announced that a Special Meeting will be held at the offices of its outside Israeli counsel, Goldfarb Seligman, Law Offices, at Ampa Tower, 98 Yigal Alon Street, Tel Aviv 6789141, Israel, on Monday, March 20, 2023, at 16:00, Israel time. The record date for the Meeting is February 20, 2023. Murchinson has also filed a Notice of the Meeting and Related Proxy Materials for the Meeting with the U.S. Securities and Exchange Commission (“SEC”). If you have any questions about voting or need assistance, please contact our proxy solicitor, Okapi Partners LLC, at (212) 297-0270 or toll free at (844) 202-7428.

 

Additional Information and Where to Find It

 

In connection with the Meeting, Murchinson will make available to the Company’s shareholders of record a proxy statement describing the various proposals to be voted upon at the Meeting, along with a proxy card or voting instruction form enabling them to indicate their vote on each matter. Murchinson has also furnished copies of the proxy statement, the proxy card and voting instruction form to the SEC as exhibits to the Schedule 13D amendment we filed with the SEC, which may be obtained for free from the SEC’s website at www.sec.gov, as well as at the following website: www.SaveNanoDimension.com.

 

***

About Murchinson

 

Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com.

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

 

Disclaimer

 

The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors.

 

Contacts

 

Longacre Square Partners

Dan Zacchei / Greg Marose, 646-386-0091

dzacchei@longacresquare.com / gmarose@longacresquare.com

 

or

 

Okapi Partners LLC

Bruce Goldfarb / Chuck Garske / Teresa Huang, 212-297-0720

info@okapipartners.com