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:
July
2019
(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 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 ☐
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
Attached
hereto and incorporated herein are: (i) the Registrant’s press release issued on July 8, 2019, titled “Nano Dimension
Reports First Half and Second Quarter 2019 Preliminary Results;” (ii) the Registrant’s press release issued on July
8, 2019, titled “Nano Dimension Conducts a Review of Strategic Alternatives;” and (iii) the Registrant’s press
release issued on July 8, 2019, titled “Nano Dimension Provides Corporate Updates.”
The sections titled
“First Half and Second Quarter 2019 Preliminary Estimates of Financial Results” and “Forward-Looking Statements”
in the press release attached hereto as Exhibit 99.1, the press release attached hereto as Exhibit 99.2, and the third through
the fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached hereto as Exhibit
99.3, are incorporated by reference into the registration statements on
Form F-3
(File No. 333-217173) and
Form S-8
(File
No. 333-214520) of the Registrant, 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this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.
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.
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Nano Dimension Ltd.
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(Registrant)
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Date: July 8, 2019
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By:
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/s/ Yael Sandler
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Name:
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Yael Sandler
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Title:
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Chief Financial Officer
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2
Exhibit 99.1
Nano
Dimension Reports First Half and Second Quarter 2019 Preliminary Results
NESS
ZIONA, Israel, July 8
th
2019 – Nano Dimension Ltd., a leading for electronics (NASDAQ, TASE: NNDM)
, today
releases selected preliminary unaudited estimates of financial results for the second quarter and first half of 2019.
First
Half and Second Quarter 2019 Preliminary Estimates of Financial Results
The
anticipated results presented in this release are based on preliminary financial data and are subject to change until the period-end
financial reporting and review process is complete.
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In
the first half of 2019, the company sold 13 DragonFly systems, five systems of which were sold in the second quarter of 2019.
This brings the system sales to 43 systems in total worldwide to date.
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Revenues
for the second quarter of 2019 are expected to be within a range of $1 million to $1.2 million, which is below management’s
expectation.
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The
company estimates total revenues between $2.7 million to $2.9 million for the first half of 2019, compared to $1.7 million in
the first half of 2018.
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The
company ended the second quarter of 2019 with approximately $5.2 million in cash on its balance sheet, mainly as a result of an
increase in inventory.
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“We
are disappointed with the results we presented in the first half of 2019. The company has taken several actions to change that.
I believe that in the second half of 2019 we will present better results,” said Amit Dror, CEO of Nano Dimension.
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 preliminary unaudited estimates of financial results and presenting better
results in the second half of 2019. 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 14, 2019, 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
NANO
DIMENSION PR CONTACT
Galit
Beck, Public Relations Manager | 972-542539495 | galit@nano-di.com
Exhibit
99.2
Nano
Dimension Conducts a Review of Strategic Alternatives
NESS
ZIONA, Israel, July 8
th
2019 – Nano Dimension Ltd., a leading additive electronics provider for electronics (NASDAQ,
TASE: NNDM)
, today announced that it is conducting a review of strategic alternatives.
There
can be no assurance that the exploration of strategic alternatives will result in a transaction. The company has not set a timetable
for the conclusion of its review of strategic alternatives, and it does not intend to comment further.
The
company has retained Stifel as its exclusive financial advisor to assist in its review.
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 conducting a strategic review and future correspondence with shareholders.
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 14, 2019, 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
NANO
DIMENSION PR CONTACT
Galit
Beck, Public Relations Manager | 972-542539495 | galit@nano-di.com
Exhibit
99.3
Nano
Dimension Provides Corporate Updates
NESS
ZIONA, Israel, July 8
th
2019 – Nano Dimension Ltd., a leading additive electronics provider for electronics (NASDAQ,
TASE: NNDM)
, today announced several corporate updates.
Since
Nano Dimension introduced the DragonFly Pro to the electronics market six quarters ago, the company successfully built a global
reseller channel and delivered dozens of systems to end users printing thousands of PCBs. Working closely with key aerospace,
defense and consumer electronics customers, it is becoming increasingly clear that 3D printed electronics is a transformative
force in the electronic industry and one of the highest growth potential segments within the additive manufacturing market.
“In
the coming weeks, after a year of extensive product development in close cooperation with select customers, the company plans
to launch a new system within the DragonFly family. This new 3D printer delivers substantial performance improvements and mission
critical features that were developed in direct response to customer needs,” said Amit Dror, CEO of Nano Dimension. “The
new system is expected to significantly increase the value for our existing and targeted customers and fuel further revenue growth
as we expand our end user universe and use cases,” continued Mr. Dror.
Concurrent
with the eminent product launch mentioned above, the company took decisive steps to reduce its operating expenses. The restructuring
included a headcount reduction of approximately 20%. These actions are expected to reduce the company’s use of cash in the
coming periods.
Separately,
the company is announcing that Simon Fried, Co-Founder and former President of North America, has decided to step down from his
executive role, to pursue other opportunities. Mr. Fried will continue to serve on the company’s board of directors and
to advise the company to ensure a smooth transition.
“Nano
Dimension plans to strengthen its efforts to accelerate the adoption of its products, with the sole purpose of expanding its customer
use cases from prototyping to production,” said Mr. Dror. “We believe that the combined actions we have taken position
the company’s products and structure better for sustainable growth. We strongly believe in our technology, which is second
to none, and in the disruptive changes it is leading in the electronics industry,” Mr. Dror concluded.
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 growth potential of 3D printed electronics, launching a new system in the DragonFly
family, and the timing thereof, that the new system is expected to significantly increase the value for existing and targeted
customers and fuel further revenue growth as the company expands its end user universe and use cases, expected reduction in the
company’s burn rate, and that the company plans to strengthen its efforts to accelerate the adoption of its products. 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 14, 2019, 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
NANO
DIMENSION PR CONTACT
Galit
Beck, Public Relations Manager | 972-542539495 | galit@nano-di.com