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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: April 2025 (Report No. 5)
Commission file number: 001-37600
NANO DIMENSION LTD.
(Translation of registrant’s name into English)
300 5th Ave., Suite 1010, Waltham, MA 02451
(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
Completion of Markforged Transaction
On April 25, 2025, Nano Dimension Ltd. (“Nano”) completed the previously announced transaction with Markforged Holding Corporation, a Delaware corporation (“Markforged”) pursuant to the Agreement and Plan of Merger, dated as of September 25, 2024 (the “Merger Agreement”), by and among Nano, Markforged and Nano US II, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano (“Merger Sub”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Markforged (the “Merger”), with Markforged surviving the Merger as an indirect wholly owned subsidiary of Nano.
Merger Consideration
Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of Markforged’s common stock, par value $0.0001 per share (the “Markforged Common Stock”) (other than (i) shares of Markforged’s preferred stock, par value $0.0001 per share, (ii) shares held by Markforged as treasury stock or held by a Markforged subsidiary, Nano or Merger Sub and (iii) shares of Markforged Common Stock held by stockholders who are entitled to and have properly demanded appraisal for such shares in accordance with, and who have complied in all respects with, Section 262 of the Delaware General Corporation Law), were converted into the right to receive an amount in cash equal to $5.00 (the “Per Share Merger Consideration”), without interest and less any applicable tax withholdings.
In addition, at the Effective Time:
| ● | Each option to purchase Markforged Common Stock (each, a “Markforged Stock Option”) that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, and had a per share exercise price less than the Per Share Merger Consideration was cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration in respect of the quotient obtained by dividing (a) the product of (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Markforged Stock Option, multiplied by (ii) the number of shares of Markforged Common Stock subject to the vested portion of such Markforged Stock Option immediately prior to the Effective Time, by (b) the Per Share Merger Consideration, without interest and less applicable tax withholdings. Any Markforged Stock Option that was outstanding and unexercised immediately prior to the Effective Time and had a per share exercise price equal to or more than the Per Share Merger Consideration was cancelled, and each former holder thereof is not entitled to receive consideration therefor. |
| ● | Each restricted stock unit award of Markforged that was unvested and outstanding immediately prior to the Effective Time (a “Markforged RSU Award”) was cancelled and replaced with a restricted stock unit award of Nano (a “Replacement RSU Award”), on similar terms and conditions as were applicable to a Markforged RSU Award under Markforged’s incentive award plan immediately prior to the Effective Time, except that (i) any continued employment or service requirement will be based on the applicable Continuing Company Employee’s (as defined in the Merger Agreement) continued employment or service with Nano or its subsidiaries, including the surviving corporation, (ii) the existing vesting schedule for the applicable Markforged RSU Award will apply to the Replacement RSU Award replacing such Markforged RSU Award (provided that, with respect to such Replacement RSU Award, each holder of a Markforged RSU Award that was a participant in the Markforged Executive Severance and Change in Control Plan was entitled to maintain any vesting acceleration to which they were entitled thereunder), and (iii) the number of Nano’s ordinary shares, par value NIS 5.00 per share (the “Nano Ordinary Shares”), underlying the Replacement RSU Award will be determined by multiplying the number of shares of Markforged Common Stock issuable upon vesting of the Markforged RSU Award immediately prior to the Effective Time by the quotient obtained by dividing (a) the Per Share Merger Consideration by (b) the volume weighted average price of an American Depositary Share of Nano (representing a beneficial interest in one (1) Nano Ordinary Share) for the ten (10) consecutive trading days ended on (and including) April 21, 2025, rounding down to the nearest whole number of shares and subject to certain customary reductions. |
| ● | Each warrant to purchase shares of Markforged Common Stock that was outstanding and unexercised immediately prior to the Effective Time (each, a “Markforged Warrant”), in accordance with its terms, automatically ceased to represent a Markforged Warrant exercisable for Markforged Common Stock and became a warrant exercisable for the Per Share Merger Consideration that the holder of such Markforged Warrant would have been entitled to receive if such Markforged Warrant had been exercised immediately prior to the Effective Time. |
| ● | Each recipient’s right to receive any Company Earnout Shares (as defined in the Merger Agreement) was automatically cancelled and was converted into a right to receive, in full satisfaction of the rights of such holder with respect to each Company Earnout Share such holder was entitled to receive, a cash payment equal to the Per Share Merger Consideration payable in accordance with the Merger Agreement in respect of a share of Markforged Common Stock. |
Each Markforged Option and Markforged RSU Award will no longer have any force and effect on or after the Effective Time.
Press Release
On April 25, 2025, Nano issued a press release announcing, among other things, the closing of the Merger, a copy of which is furnished herewith as Exhibit 99.1.
Incorporation by Reference
The contents of this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”), excluding Exhibit 99.1, are incorporated by reference into Nano’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 SEC, and is to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press Release dated April 25, 2025, titled “Nano Dimension Announces Closing of Markforged Acquisition” |
2
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) | ||
| Dated: April 25, 2025 | By: | /s/ Dotan Bar-Natan |
| Name: | Dotan Bar-Natan | |
| Title: | General Counsel | |
3
Exhibit 99.1
Nano Dimension Announces Closing of Markforged Acquisition
Company Gains Strong Foothold in Metal and Composite Manufacturing Solutions for Manufacturing Floors and Takes Leap Forward in AI-Enhanced Manufacturing
Markforged’s CFO Joins Nano Dimension as Combined Company CFO
Waltham, Massachusetts – April 25, 2025 – Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leader in Digital Manufacturing solutions, today announced the completion of its acquisition of Markforged Holding Corporation (NYSE: MKFG) (“Markforged”), proving the Company a strong foothold in metal and composite manufacturing solutions and a leap forward in AI-enhanced manufacturing. The transaction, valued at $116 million or $5.00 per share, was finalized following necessary regulatory approvals and satisfaction of customary closing conditions.
Mr. Ofir Baharav, Chief Executive Officer of Nano Dimension, commented: “Nano Dimension remains firmly committed to its vision: building a preeminent digital manufacturing leader. Completing the Markforged acquisition is a major milestone in fulfilling that vision. With proven metal and composite solutions that tightly integrate hardware, cloud-based AI-enhanced software, and materials science, Markforged has played a critical role in manufacturing on factory floors worldwide. Its install base of over 15,000 systems across leading industrial customers can serve as a strong platform for expanding Nano Dimension’s reach. While Markforged solutions have achieved nearly 50% gross margin, we will continue to take clear, decisive steps to drive profitability and strengthen our capital position in the quarters ahead.”
Accelerating Leadership in Production Line Manufacturing
With this acquisition, Nano Dimension significantly enhances its position in the design-to-manufacturing of high-performance, high-value metal and composite parts directly where they matter most - on the manufacturing floor. Markforged is a leader not only in exceptional manufacturing systems and materials science, but also in cloud-based services and machine learning based AI manufacturing. AI enhancements uniquely address a critical manufacturing imperative: the precise and consistent replication of designed parts on the production line. Nano Dimension is committed to rapidly integrating and deploying these cutting-edge capabilities across its extensive portfolio of digital manufacturing solutions.
Markforged’s 15,000+ systems are deployed at global leaders across key industries including aerospace & defense, automotive, consumer electronics, industrial automation, and medical technology, along with government organizations. Their premium solutions have become critical for rapid manufacturing, re-shoring, supply chain resilience, IP security, and sustainability.
In 2024, Markforged generated over $85 million in annual revenue with non-GAAP gross margins of approximately 50%.
Leadership’s Continued Focus
As announced on March 26, 2025, Nano Dimension launched a comprehensive strategic assessment, with a particular focus on its core business and recent acquisitions. This effort reflects our commitment to delivering shareholder value through a strategy centered on:
| ● | Maintaining Financial Strength: Ensure a robust capital base. |
| ● | Driving Profitable Growth: Focus on products and services based on innovative technology with a growth outlook that can deliver financial results. |
| ● | Growing Margins: Achieve economic efficiencies in manufacturing, operations, supply chains and information systems. |
| ● | Building Indispensable Customer Partnerships: Deliver solutions that make Nano Dimension a critical manufacturing partner. |
Appointment of New Chief Financial Officer
Assaf Zipori, who has been Chief Financial Officer of Markforged, was appointed as Nano Dimension’s new Chief Financial Officer on April 24, 2025.
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, which include Nano Dimension’s expectations regarding the synergies and potential for growth resulting from the Markforged acquisition, and Nano’s ability to achieve profitability and strengthen its capital position, 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: NanoDimension@feintuchpr.com