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: February 2024
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
February 28, 2024, Nano Dimension Ltd. (the “Company”) issued a press release titled “Nano Dimension Announces Important
Business Updates,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The
first through seventh paragraphs and the section titled “Forward Looking Statements” in the press release attached hereto
as Exhibit 99.1 are incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-255960, 333-233905,
333-251155, 333-252848, 333-251004 and 333-249184) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the Securities
and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents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.
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: February
28, 2024 |
By: |
/s/
Tomer Pinchas |
|
Name: |
Tomer
Pinchas |
|
Title: |
Chief
Financial Officer and
Chief
Operating Officer |
2
Exhibit 99.1
Nano Dimension Announces
Important Business Updates:
The Company Plan for the
Buy Back of Up to $200 Million of Shares Recently Commenced at Compelling Valuation Levels, Aiming to Improve Enterprise Value
A Second Advanced 3D Printer
for Electronics Was Sold to an Existing Customer - a Leading Western Defense Agency
A Breakthrough in Materials
– Nano Dimension Filed a Patent Application For INSU™ 200 – the Most Effective Additive Dielectric Material for Electronics
Under Development for Years
Waltham, Mass., Feb. 28, 2024 (GLOBE NEWSWIRE)
-- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”)
3D printing solutions, today announced a series of updates covering its repurchase plan, repeat customer
success, and an R&D milestone.
Share buy-back
Nano Dimension’s previously disclosed
share repurchase plan (the “Repurchase Plan”) recently commenced, allowing the Company to buy back up to $200 million worth
of its American Depositary Shares (“ADSs”) until October 2024.
The Repurchase Plan authorizes the repurchase
of ADSs, from time to time, in open market transactions, in privately negotiated transactions or in any other legally permissible way,
depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable
U.S. securities laws and regulations, including Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, and applicable
Israeli law. The Company may repurchase all or a portion of the authorized repurchase amount. The Repurchase Plan does not obligate the
Company to repurchase any specific number of the ADSs and may be suspended or terminated at any time.
Second machine sale – indicating
a movement to higher manufacturing volumes
Nano Dimension announced the sale of a second
advanced AME system, the DragonFly IV®, to a leading Western Defense agency, an existing customer, which has requested to remain anonymous.
With this purchase, Nano Dimension has partnered
with and sold the DragonFly IV® to more than ten national defense organizations. Like other defense organizations, which include armies,
navies, air forces, and government intelligence agencies, this most recent customer chose Nano Dimension based on the strategic advantages
in leveraging AME and specifically the Company’s advanced industrial-level system, the DragonFly IV®. The benefits include intellectual
property security, design freedom, and fast-tracked innovation.
R&D Milestone
Nano Dimension filed a patent application
relating to INSU™ 200, a proprietary material, titled “Dielectric Ink Compositions and Uses Thereof” under the Paris
Convention Treaty.
This material, or consumable as it is otherwise
known, is part of the Company’s AME product suite, and is the first jettable ink capable of undergoing the commercial reflow process.
It is critical for end-users’ applications, having improved thermal and mechanical properties, specifically the ability to undergo
higher temperature and stress. Such advanced properties are necessary for printed applications to meet more demanding specifications in
both commercial and defense fields. Nano Dimension designed this material with industry standards as a priority; thus, the improved properties
meet reliability tests defined by IPC – the global trade associate for the electronics industry. It will be available to customers
in April 2024.
Yoav Stern, Nano Dimension’s Chief Executive
Officer and a Member of the Board of Directors, added: “For three years, I have been stating repeatedly that the news of advancement
in material and processes will be the most important indications of breakthroughs in additive manufacturing, comparable to a BioTech company’s
clinical testing success, but without the need for government agencies’ approval to validate them. This is one of a few expected
achievements being announced today, and we hope for more to come, after years of ongoing R&D investments in AM and AME.
With these few announcements, we are pleased
to share so many positive updates with our shareholders, all aiming to create shareholder value. The Repurchase Plan is a reflection of
our constant assessment of the best uses of our capital. The follow-up second sale to such a quality customer demonstrates our continued
success with the most demanding high mix designs manufacturing. The R&D material milestone speaks for itself. All in all – these
are indications of the quality and commitment of Nano Dimension’s team members across the western continents, and an indication
of expectations for more to come.”
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 has served over 2,000 customers
across vertical target markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology,
R&D and academia. The Company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable
materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices
(Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based
applications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio
of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental
footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended
to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it
discusses the potential for repurchases under the Repurchase Plan; the potential benefits therefrom; the Company’s plans to create
shareholder value; the potential for the patent application to be approved; the potential benefits to be recognized from the DragonFly
IV®; the expectation of more achievements to come; and the timing of availability of INSUTM 200
and its expected impact. Because such statements deal with future events and are based on Nano Dimension’s current expectations,
they are subject to various risks and uncertainties. There can also be no assurance that the patent application will be granted and, even
if granted, it may be in a narrower scope than requested. 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
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