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 2021 (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
On
March 10, 2021, Mr. Ofir Baharav notified the board of directors of Nano Dimension Ltd. (the “Company”) regarding his
resignation from his position as a member of the Board of Directors (the “Board”) of the Company. Mr. Baharav’s
resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.
On March 10, 2021, the
Board appointed Mr. Yoav Stern to the Board, effective immediately, to fill the vacancy created by the resignation of Mr. Baharav.
Mr. Stern shall serve on the Board until the next annual general meeting of the Company’s shareholders where Class III directors
are re-elected.
Attached hereto and
incorporated herein are (i) the Registrant’s press release issued on March 11, 2021, titled “Nano Dimension Announces
President & CEO Yoav Stern’s Appointment to the Board of Directors,” as Exhibit 99.1, and (ii) the Registrant’s
press release issued on March 11, 2021, titled “Nano Dimension Reports 2020 Fourth Quarter and Full Year 2020 Financial Results,”
as Exhibit 99.2.
The
first paragraph and the section titled “Forward-Looking Statements” of Exhibit 99.1, and the first two paragraphs and
the sections titled “Corporate Updates,” “Fourth Quarter 2020 Financial Results,” “Full Year 2020
Financial Results,” “Balance Sheet Highlights” and “Forward-Looking Statements” of Exhibit 99.2 are
incorporated by reference into the registration statements on Form F-3 (File No. 333-233905, 333-251155 and 333-252848)
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Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded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.
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 11, 2021
|
By:
|
/s/ Yael Sandler
|
|
|
Name:
|
Yael Sandler
|
|
|
Title:
|
Chief Financial Officer
|
2
Exhibit 99.1
Nano Dimension Announces President &
CEO Yoav Stern’s Appointment to the Board of Directors
Board further intends to appoint Mr.
Stern as the Chairman of the Board
Sunrise, Florida, March 11, 2021 –
Nano Dimension Ltd. (Nasdaq: NNDM), an industry leading Additively Manufactured Electronics
(AME)/PE (Printed Electronics) provider, announced today that its President & CEO, Yoav Stern, will replace Ofir
Baharav as a member of the Board of Directors. The Board further intends to appoint Mr. Stern as the Chairman of the Board, subject
to shareholders approval at an upcoming meeting.
Mr. Baharav commented,
“Under the exceptional guidance of our CEO Yoav Stern, Nano has transformed into a viable and momentous force in the world
of electronics. I am thankful for the years of close association with Nano Dimension and for the privilege of being its Chairman
of the Board. However, as CEO of Power Breezer, my complete focus is required to support its exponential growth. Therefore, I must
sadly retire from my position at Nano Dimension, which will allow me to carve an equally exciting path for PB in the coming weeks.
I am confident in the knowledge that Nano is set on a stellar trajectory of growth.”
Yoav Stern commented:
“Mr. Baharav service as a director since 2015 and a chairman of the board since January 2020 added significant value and
demonstrated devotion and commitment. While he will focus on growing Power Breezer, he has agreed to join Professor Magdasi and
serve on our advisory board. We wish Ofir much success in his present and future endeavors, and we thank him for his contribution
to Nano Dimension.”
“At Nano Dimension,
we are rigorously working to strengthen the company, as we prepare for an intensive growth phase, which we expect to happen as
a result of our M&A activity. Also, as part of our preparation for our next stage of growth, we will be adding to our technology
development and executive management teams,” added Mr. Stern.
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. 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 critically important, protect IP, is a paradigm shift in how industry and research institutions
will research, develop, and produce High-Performance Electronic Devices (Hi-PEDs™.) 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 appointing Mr. Stern as the Chairman of the Board at an upcoming shareholders meeting, strengthening the company,
expected intensive growth phase, results of M&A activity and adding to technology development and executive management teams.
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 Reports 2020 Fourth Quarter and Full Year 2020 Financial Results
Conference
call to be held today at 9:00 a.m. EDT
SUNRISE,
Fla., March 11, 2021 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM), an industry leading Additively Manufactured Electronics
(AME) / PE (Printed Electronics) provider, today announced financial results for the
fourth quarter and full year 2020.
Nano
Dimension reported revenues of $1,971,000 for the fourth quarter of 2020, and $3,399,000 for the full year 2020. The company ended
the fourth quarter of 2020 with $670,934,000 in cash and bank deposits, while total loss for the fourth quarter was $17,439,000.
“We
ended 2020 with a strong balance sheet and $671 million in cash and bank deposits, thanks to the equity offerings we concluded
during the year, and we have strengthened it even more to a balance of nearly $1.5 billion as of the end of February 2021,”
said Yael Sandler, Chief Financial Officer of Nano Dimension. “We recognized revenues of $3.4 million, which is lower than
last year due to the effect of the COVID-19 pandemic, but better than what we originally expected. We are focusing our efforts
on fulfilling our growth plan, both internal through product development and R&D efforts, as well as through external M&A
activities.”
Corporate
Updates
|
|
●
|
During
2020, Nano Dimension raised a total gross proceeds of $710 million in public equity offerings.
|
|
|
●
|
The
revenues for the year ended December 31, 2020 were affected by the repercussions of the
COVID-19 pandemic. As a result of the COVID-19 pandemic’s global effects, many
entities held off on capital expenses; thus, the Company witnessed a significant decrease
in its revenues during 2020.
|
Fourth
Quarter 2020 Financial Results
|
|
●
|
Total
revenues for the fourth quarter of 2020 were $1,971,000, compared to $1,977,000 in the
fourth quarter of 2019, and $438,000 in the third quarter of 2020. The changes are attributed
to changes in sales of DragonFly LDM systems.
|
|
|
●
|
Research
and development (R&D) expenses for the fourth quarter of 2020 were $3,725,000, compared
to $1,525,000 in the fourth quarter of 2019, and $2,556,000 in the third quarter of 2020.
The increase compared to the both the fourth quarter of 2019 and the third quarter of
2020 resulted primarily from an increase in payroll and related expenses, including share-based
payment expenses, as well as an increase in materials expenses due to increased R&D
efforts. The R&D expenses for the fourth quarter of 2020 are presented net of government
grants in the amount of $6,000.
|
|
|
●
|
Sales
and marketing expenses for the fourth quarter of 2020 were $2,373,000, compared to $1,381,000
in the fourth quarter of 2019, and $2,475,000 in the third quarter of 2020. The increase
compared to the fourth quarter of 2019 was mainly attributed to an increase in payroll
and related expenses.
|
|
|
●
|
General
and administrative (G&A) expenses for the fourth quarter of 2020 were $3,539,000,
compared to $881,000 in the fourth quarter of 2019, and $14,805,000 in the third quarter
of 2020. The increase compared to the fourth quarter of 2019 is attributed to an increase
in share-based payment expenses. The decrease compared to the third quarter of 2020 is
attributed to a decrease in share-based payment expenses.
|
|
|
●
|
Finance
expense, net, for the fourth quarter of 2020 was $8,908,000 compared to finance income,
net, of $1,751,000 in the fourth quarter of 2019, and finance expense, net, of $824,000
in the third quarter of 2020. The increase in finance expense compared to both the fourth
quarter of 2019 and the third quarter of 2020 is mainly as a result of finance expense
of $9,035,000 that was recognized in the fourth quarter of 2020 due to changes in the
fair value of financial liabilities in respect of warrants.
|
|
|
●
|
Net
loss for the fourth quarter of 2020 was $17,439,000, or $0.20 per share, compared
to $1,381,000, or $0.35 per share, in the fourth quarter of 2019 and $20,716,000, or
$0.45 per share, in the third quarter of 2020.
|
Full
Year 2020 Financial Results
|
|
●
|
Total
revenues for the full year 2020 were $3,399,000, compared to $7,070,000 in 2019. The
decrease is due to a decrease in sales due to the COVID-19 pandemic.
|
|
|
●
|
R&D
expenses for 2020 were $9,878,000, compared to $8,082,000 in 2019. The increase resulted
primarily from an increase in share-based payment expenses. The R&D expenses for
2020 are presented net of government grants in the amount of $21,000.
|
|
|
●
|
Sales
and marketing expenses for 2020 were $6,597,000, compared to $5,469,000 in 2019. The
increase resulted primarily from an increase in payroll and related expenses.
|
|
|
●
|
Finance
expense, net for 2020 was $12,797,000, compared to finance income, net of $6,482,000
in 2019. The increase in finance expense is mainly as a result of finance expense of
$12,825,000 that was recognized in 2020 due to changes in the fair value of financial
liabilities in respect of warrants.
|
|
|
●
|
Net
loss for the full year 2020 was $48,494,000, or $1.13 per share, compared to $8,353,000,
or $2.38 per share, in 2019.
|
Balance
Sheet Highlights
|
|
●
|
Cash
and bank deposits totaled $670,934,000 as of December 31, 2020, compared to $3,894,000
on December 31, 2019. The increase compared to December 31, 2019, mainly reflects proceeds
received from the sale of American Depositary Shares representing the Company’s
ordinary shares during 2020, less cash used in operations during the year ended December
31, 2020. In January and February 2021, Nano Dimension announced the closing of two public
offerings of American Depositary Shares, with total gross proceeds of $833 million.
|
|
|
●
|
Shareholders’
equity totaled $667,116,000 as of December 31, 2020, compared to $11,602,000 as of December
31, 2019.
|
Conference
call information
The
company will host a conference call to discuss these financial results today, March 11, 2021, at 9:00 a.m. EDT (4:00
p.m. IST). Investors interested in participating are invited to register for the conference call here: https://dpregister.com/sreg/10152462/e2dd1ebc94.
Dial-in numbers, including a local Israeli number and instructions, will be provided upon registration. U.S. Dial-in Number: 1-844-695-5517,
International Dial-in Number: 1-412-902-6751. Please request the “Nano Dimension NNDM call” when prompted by the conference
call operator. The conference call will also be webcast live from the Investor Relations section of Nano Dimension’s website
at http://investors.nano-di.com/events-and-presentations.
For
those unable to participate in the conference call, there will be a replay available from a link on Nano Dimension’s website
at http://investors.nano-di.com/events-and-presentations.
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. 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 critically important,
protect IP, is a paradigm shift in how industry and research institutions will research, develop, and produce High-Performance
Electronic Devices (Hi-PEDs™.) 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 its growth plan, product development and R&D efforts, as well as through
and potential M&A activities. 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 11, 2021, 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)
Consolidated
Statements of Financial Position as at
|
|
|
December 31,
|
|
|
|
|
2019
|
|
|
2020
|
|
|
|
|
Thousands
USD
|
|
|
Thousands
USD
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
3,894
|
|
|
|
585,338
|
|
|
Bank deposits
|
|
|
-
|
|
|
|
85,596
|
|
|
Restricted deposits
|
|
|
31
|
|
|
|
62
|
|
|
Trade receivables
|
|
|
1,816
|
|
|
|
713
|
|
|
Other receivables
|
|
|
570
|
|
|
|
1,126
|
|
|
Inventory
|
|
|
3,543
|
|
|
|
3,314
|
|
|
Total current assets
|
|
|
9,854
|
|
|
|
676,149
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits
|
|
|
377
|
|
|
|
406
|
|
|
Property plant and equipment, net
|
|
|
4,743
|
|
|
|
5,092
|
|
|
Right of use assets
|
|
|
2,673
|
|
|
|
3,169
|
|
|
Intangible assets
|
|
|
5,211
|
|
|
|
4,440
|
|
|
Total non-current assets
|
|
|
13,004
|
|
|
|
13,107
|
|
|
Total assets
|
|
|
22,858
|
|
|
|
689,256
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
850
|
|
|
|
776
|
|
|
Other payables
|
|
|
3,575
|
|
|
|
5,910
|
|
|
Total current liabilities
|
|
|
4,425
|
|
|
|
6,686
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability in respect of government grants
|
|
|
1,044
|
|
|
|
850
|
|
|
Lease liability
|
|
|
2,089
|
|
|
|
2,618
|
|
|
Liability in respect of warrants
|
|
|
3,698
|
|
|
|
11,986
|
|
|
Total non-current liabilities
|
|
|
6,831
|
|
|
|
15,454
|
|
|
Total liabilities
|
|
|
11,256
|
|
|
|
22,140
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
6,441
|
|
|
|
257,225
|
|
|
Share premium and capital reserves
|
|
|
65,202
|
|
|
|
518,426
|
|
|
Treasury shares
|
|
|
(1,509
|
)
|
|
|
(1,509
|
)
|
|
Presentation currency translation reserve
|
|
|
1,431
|
|
|
|
1,431
|
|
|
Accumulated loss
|
|
|
(59,963
|
)
|
|
|
(108,457
|
)
|
|
Total equity
|
|
|
11,602
|
|
|
|
667,116
|
|
|
Total liabilities and equity
|
|
|
22,858
|
|
|
|
689,256
|
|
Consolidated
Statements of Profit or Loss and Other Comprehensive Income
|
|
|
For the Three-Month Period Ended
December
31,
|
|
|
For the Year Ended
December 31,
|
|
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
|
|
|
Thousand
USD
|
|
|
|
Thousand
USD
|
|
|
|
Thousand
USD
|
|
|
|
Thousand
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,977
|
|
|
|
1,971
|
|
|
|
7,070
|
|
|
|
3,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
1,129
|
|
|
|
673
|
|
|
|
4,312
|
|
|
|
1,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues - amortization of intangible
|
|
|
193
|
|
|
|
192
|
|
|
|
772
|
|
|
|
771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
1,322
|
|
|
|
865
|
|
|
|
5,084
|
|
|
|
2,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
655
|
|
|
|
1,106
|
|
|
|
1,986
|
|
|
|
1,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses, net
|
|
|
1,525
|
|
|
|
3,725
|
|
|
|
8,082
|
|
|
|
9,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses
|
|
|
1,381
|
|
|
|
2,373
|
|
|
|
5,469
|
|
|
|
6,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
881
|
|
|
|
3,539
|
|
|
|
3,270
|
|
|
|
20,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(3,132
|
)
|
|
|
(8,531
|
)
|
|
|
(14,835
|
)
|
|
|
(35,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
1,842
|
|
|
|
275
|
|
|
|
8,765
|
|
|
|
446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense
|
|
|
91
|
|
|
|
9,183
|
|
|
|
2,283
|
|
|
|
13,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(1,381
|
)
|
|
|
(17,439
|
)
|
|
|
(8,353
|
)
|
|
|
(48,494
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share (in USD) (after 1:50 reverse split effective June 29, 2020)
|
|
|
(0.35
|
)
|
|
|
(0.20
|
)
|
|
|
(2.38
|
)
|
|
|
(1.13
|
)
|
5