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UNITED STATES
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: March 2025 (Report No. 2)
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 office)
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 þ Form 40-F ☐
CONTENTS
On March 26, 2025, Nano Dimension Ltd. (the “Company”) issued a press release titled “Nano Dimension Outlines Strategic Vision Following Desktop Metal Merger Ruling”, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
This Report is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-255960, 333-233905, 333-251155, 333-252848, 333-251004, 333-249184 and 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | ||
| 99.1 | Press release issued by Nano Dimension Ltd. on March 26, 2025, titled “Nano Dimension Outlines Strategic Vision Following Desktop Metal Merger Ruling” |
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: March 26, 2025 | By: | /s/ Dotan Bar-Natan |
| Name: | Dotan Bar-Natan | |
| Title: | General Counsel | |
2
Exhibit 99.1
Nano Dimension Outlines Strategic Vision Following Desktop Metal Merger Ruling
Waltham, Mass, March 26, 2025 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leader in Digital Manufacturing solutions, today provided an update following the Delaware Court of Chancery’s March 24, 2025 ruling, which upheld Nano Dimension’s obligation to complete the acquisition of Desktop Metal, Inc. (NYSE: DM) per the parties’ July 2, 2024 Merger Agreement.
Strategic Focus and Integration Planning
Since the recomposition of the Nano Dimension Board on December 15, 2024, the Company has diligently prepared for the integration of Desktop Metal, despite ongoing litigation. These proactive efforts position Nano Dimension to maximize the combined entity’s potential.
Nano Dimension’s strategic objective (outlined in our January 28, 2025 shareholder letter) is to become the preeminent provider of digital manufacturing solutions for high-value, high-growth applications to the aerospace & defense, automotive, electronics, industrial, and medical sectors. An acquisition of Desktop Metal, along with Nano Dimension’s pending merger with Markforged Holding Corporation (NYSE: MKFG) (“Markforged”), would significantly expand Nano Dimension’s scale and customer base.
Nano Dimension’s Strategic Pillars for Future Growth and Value Creation
The following drivers will position the Company as a leader in creating value for its shareholders, customers, and employees long into the future:
| ● | Maintaining Financial Strength: Ensure a robust capital base. |
| ● | Driving Profitable Growth: Focus on products and services where there's cutting edge technology with a growth outlook that can deliver financial results. |
| ● | Growing Margins: Achieve manufacturing excellence by consolidating operations, supply chains and information systems. |
| ● | Building Indispensable Customer Partnerships: Deliver solutions that make Nano Dimension a critical manufacturing partner. |
From the Chairman
Nano Dimension’s Chairman Ofir Baharav said: “While we are disappointed with the decision of The Delaware Court of Chancery and are considering all of our options, we recognize that the transaction may close. Nano Dimension's board of directors and management have been diligently planning for a rapid, successful integration of Desktop Metal's people, products, and assets to help the combined company become a world leader in digital manufacturing.”
About Nano Dimension
Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices.
For more information, please visit https://www.nano-di.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding Nano’s future growth, strategic plan and value to shareholders, and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.
Investors: Moshe Rozenbaum, VP Corporate Development | ir@nano-di.com
Media: Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com