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: December 2020 (Report No. 4)

 

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

 

This Report of Foreign Private Issuer on Form 6-K consists of: (i) the Registrant’s press release issued on December 29, 2020, titled “Nano Dimension Announces Sale of DragonFly LDM® System to an Academy of Engineering Physics in the Pacific Rim,” which is attached hereto as Exhibit 99.1, and (ii) the Registrant’s press release issued on December 30, 2020, titled “Nano Dimension Closes $250 Million Registered Direct Offering,” which is attached hereto as Exhibit 99.2.

 

The first and third paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1, and the first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.2 are incorporated by reference into the registration statements on Form F-3 (File No. 333-233905  and 333-251155) and Form S-8 (File No. 333-214520 and 333-248419) of the Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 December 29, 2020, titled “Nano Dimension Announces Sale of DragonFly LDM® System on an Academy of Engineering Physics in the Pacific Rim.”
     
99.2   Press Release issued by Nano Dimension Ltd. on December 30, 2020, titled “Nano Dimension Closes $250 Million Registered Direct Offering.”

 

1

 

 

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: December 30, 2020 By: /s/ Yael Sandler
  Name:  Yael Sandler
  Title: Chief Financial Officer

 

 

2

 

Exhibit 99.1

 

 

 

Nano Dimension Announces Sale of DragonFly LDM®
System to an Academy of Engineering Physics in the Pacific Rim

 

Sunrise, Florida, December 29, 2020Nano Dimension Ltd. (Nasdaq: NNDM), an industry leading Additively Manufactured Electronics (AME)/PE (Printed Electronics) provider, today announced that it has sold a DragonFly LDM® system for additive manufacturing of High-Performance Electronic Devices (Hi-PEDs™) to an Academy of Engineering Physics in the Pacific Rim. The DragonFly LDM® system is the only technology in the world that uses digital files and 3D simultaneous printing of dielectric and conductive materials to rapidly produce high performance multi-layered electronic parts. The new customer is a leading research institution, focused on research involving plasma physics, material sciences, materials chemistry, and chemical engineering.

 

Yoav Stern, CEO and President of Nano Dimension, commented: “The fact that another highly respected research institution has chosen our DragonFly LDM® system to enhance their research capacities, demonstrates the power and potential of our world-leading technology. Though our sales pipeline has been affected by the pandemic, we are very pleased with this contract, as it is representative of our primary target markets during the COVID-19 pandemic. Importantly, this contract suggests that the Asia Pacific Region may be in the early stages of recovery from the Covid-19 pandemic, which would bode well for our sales opportunities in that region. As Covid-19 vaccines become widely available in 2021 and pandemic related restrictions are lifted, we are confident that the commercialization of our technology will be accelerated. ”

 

The DragonFly LDM® system is being deployed in a wide range of industries, including academic and research institutions, defense, aerospace, autonomous automotive, robotics, and biotech. Its ability to enable on-site prototyping in a matter of hours instead of weeks; create products with better performance; reduce the size and weight of electronic parts and devices; enable innovation; and protect IP, which is critically important, represents a paradigm shift in how industry and research institutions will research, develop, and produce Hi-PEDs™.

 

Yoav Stern added: “Thanks to shareholders’ support, we now have approximately $425M (not including $250 million Registered Direct Offering which was priced on December 27, 2020) in cash and are well positioned to capitalize on our near-term initiatives. During the latter phases of the Covid-19 pandemic, we are focusing our efforts on developing next generation systems with high volume production capabilities. With the support of Needham & Co., we are also actively pursuing M&A opportunities, targeting companies that complement our technology and that will strengthen our sales and distribution channels.”

 

 

 

 

 

 

About Nano Dimension

 

Nano Dimension (Nasdaq: NNDM) is a provider of intelligent machines for the fabrication of Additively Manufactured Electronics (AME). High fidelity active electronic and electromechanical subassemblies are integral enablers of autonomous intelligent drones, cars, satellites, smartphones, and in vivo medical devices. They necessitate iterative development, IP safety, fast time-to-market and device performance gains, thereby mandating AME for in-house, rapid prototyping and production. Nano Dimension machines serve cross-industry needs by depositing proprietary consumable conductive and dielectric materials simultaneously, while concurrently integrating in-situ capacitors, antennas, coils, transformers and electromechanical components, to function at unprecedented performance. Nano Dimension bridges the gap between PCB and semiconductor integrated circuits. A revolution at the click of a button: From CAD to a functional high-performance AME device in hours, solely at the cost of the consumable materials. 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 effects of the COVID-19 pandemic, focusing efforts on developing next generation systems with high volume production capabilities, and pursuing M&A opportunities. 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 10, 2020, 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

 

U.S. Investor Relations:

 

Dave Gentry 

RedChip Companies Inc. 

Dave@redchip.com 

407-491-4498 or 1-800-RED-CHIP (733-2447)

 

 

 

 

Exhibit 99.2

 

 

NANO DIMENSION CLOSES $250 MILLION REGISTERED DIRECT OFFERING

 

Sunrise, Florida, Dec. 30, 2020 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM), a leading Additively Manufactured Electronics (AME)/PE (Printed Electronics) provider, today announced it has closed the previously announced registered direct offering of 33,333,334 of the Company’s American Depositary Shares (“ADSs”) at a price of $7.50 per ADS. The gross proceeds of the offering were approximately $250 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds for working capital, other general corporate purposes, and pursuing strategic opportunities, including possible business combination transactions.

 

ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole placement agent for the offering.

 

This offering was made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-251155) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement and accompanying prospectus describing the terms of the proposed offering have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, Telephone: (877) 436-3673; Email: prospectus@think-equity.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Nano Dimension

 

Nano Dimension (Nasdaq: NNDM) is a provider of intelligent machines for the fabrication of Additively Manufactured Electronics (AME). High fidelity active electronic and electromechanical subassemblies are integral enablers of autonomous intelligent drones, cars, satellites, smartphones, and in vivo medical devices. They necessitate iterative development, IP safety, fast time-to-market and device performance gains, thereby mandating AME for in-house, rapid prototyping and production. Nano Dimension machines serve cross-industry needs by depositing proprietary consumable conductive and dielectric materials simultaneously, while concurrently integrating in-situ capacitors, antennas, coils, transformers and electromechanical components, to function at unprecedented performance. Nano Dimension bridges the gap between printed circuit board and semiconductor integrated circuits. A revolution at the click of a button: From computer-aided design (CAD)to a functional high-performance AME device in hours, solely at the cost of the consumable materials. 

 

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 planned use of the net proceeds from the offering. 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 10, 2020, 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