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 2021 (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

 

On April 20, 2021, Nano Dimension Ltd. (the “Company”) and its subsidiary, Nano Dimension Technologies, Ltd., entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with DeepCube Ltd. (“DeepCube”) to purchase DeepCube, by way of a share purchase of all of the issued and outstanding share capital of DeepCube. The Company will pay the shareholders of DeepCube approximately $40 million in cash and $30 million in the Company’s American Depositary Shares (“ADSs”), based on the volume weighted average price of the last 30 trading days prior to the closing, subject to certain escrow and indemnity provision contained in the Share Purchase Agreement.  Of said consideration, approximately $10.25 million will be paid to AWZ HLS Fund II, LP (“AWZ”) in cash only, pursuant to a separate secondary agreement. AWZ will not be subject to any escrow, holdback or other limitations. The closing of the transaction is expected to occur on or about April 27, 2021, subject to the satisfaction of customary closing conditions.

 

Pursuant to the Share Purchase Agreement, all selling shareholders of DeepCube shall enter into a six months lock-up agreement. However, (i) the ADSs issued to Anakhnu LLC, in favor of Mr. Yaron Eitan (who also serves as a director on the Board of Directors of the Company (the “Board”)) and Mr. Andy Intrater, will be subject to a 12 months lock-up, and (ii) the ADSs issued to Dr. Eli David (who also serves as a director on the Board) will be subject to a progressive 36 months holdback.

 

Except for Dr. David, who has a separate arrangement, all the selling shareholders who will be receiving the ADSs in return for their shares of DeepCube will be entitled to a price protection, such that if the price of the ADS falls below 70% of the ADS price set for the transaction during 12 months after the closing, then for any such ADS not sold by such selling shareholder during such time, the selling shareholder shall be entitled to cash or equity compensation by the Company (at the Company’s election), covering such balance. For Dr. David, the protection will be per each year of his lock-up period, whereby for the first year, the protected price will be 60%, for the second year - 50%, and for the third year – 40%.

 

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DeepCube’s vested options and warrants at the closing will be exercised automatically and included in the price of the transaction. Unvested options will expire and exchanged for the Company’s RSUs.

 

Finally, Dr. David, Chief Technology Officer and co-founder of DeepCube, will enter into an amendment to the existing consulting agreement between DeepCube and Evolint Ltd., dated June 15, 2020, as amended, and become the DeepCube’s Chief Technology Officer of Artificial Intelligence/Deep Learning/Machine Learning on a full-time basis, effective as of the closing. Dr. David will be entitled to a monthly compensation in the gross amount of NIS 69,000 (approximately $18,649) plus VAT. Additionally, the Company will pay Dr. David an annual bonus in the gross amount of up to NIS 300,000 (approximately $81,081) for all or a portion of any year, which will be based on achieving annual revenue and/or gross margins goals, and/or any other measurable goals, as set by the Company’s Chief Executive Officer, or any other person nominated by the Company’s Board of Directors in the end of each fiscal year and based on the Company’s audited year-end financial statements.

 

The transactions with DeepCube were approved by the independent directors of the Company and, upon their recommendation, by the full Board (in each case with Dr. David and Mr. Eitan not participating in such discussions), based in part on a comparable analysis, of the transaction terms.

 

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of ADSs in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

This Report on Form 6-K is 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.

 

Forward Looking Statements

 

This Report on Form 6-K 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, the Company is using forward-looking statements in this report when it discusses expected timing of the closing of the transaction with DeepCube, and that Dr. Eli David will become DeepCube’s Chief Technology Officer of Artificial Intelligence/Deep Learning/Machine Learning on a full-time basis, effective as of the closing. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this report. The forward-looking statements contained or implied in this report are subject to other risks and uncertainties, including market conditions and the satisfaction of all conditions to, and the closing of, the Registered Direct Offering, as well as those discussed under the heading “Risk Factors” in the Company’s annual report on Form 20-F filed with the SEC on March 11, 2021, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company 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.

 

Exhibit No.    
99.1   Press Release issued by Nano Dimension Ltd. on April 20, 2021, titled “Nano Dimension Acquires Machine Learning/Deep Learning Leader, DeepCube Ltd.”

 

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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: April 20, 2021 By: /s/ Yael Sandler
  Name:  Yael Sandler
  Title: Chief Financial Officer

 

 

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Exhibit 99.1

 

 

Nano Dimension Acquires Machine Learning/Deep Learning Leader, DeepCube Ltd.

 

Leading an AI/Deep Learning driven revolution in manufacturing

 

Artificial Intelligence will drive its 3D-AI/ML Distributed Digital Fabrication Applications

 

Sunrise, Florida, April 20, 2021 – Nano Dimension Ltd. (Nasdaq: NNDM), an industry leading Additively Manufactured Electronics (AME)/PE (3D-Printed Electronics) provider, announced today that is has signed a definitive agreement to acquire DeepCube Ltd. (“DeepCube”) (https://www.deepcube.com), a world leader in Machine Learning/Deep Learning (ML/DL) technology. Nano Dimension will pay the shareholders of DeepCube approximately $40 million in cash and $30 million in American Depositary Shares (ADSs) of Nano Dimension, which are subject to stand still for various periods of up to 3 years after closing of this transaction. Such closing is expected in the next few days, subject to the satisfaction of customary closing conditions.

 

DeepCube technology applies numerous patented breakthrough algorithms to improve data analysis and deployments of advanced Deep Learning-based artificial intelligence (AI) systems. The Machine Learning application includes faster and more accurate training of deep learning models, and drastically improves inference performance and real-time metrics. Its proprietary framework can be deployed on top of any hardware, especially fitting edge devices and real-time applications. DeepCube’s AI/ML/DL solutions demonstrate 10 times speed improvements and memory reduction, making it the only technology which allows efficient deployment of deep leaning models on edge devices and for real-time applications.

 

DeepCube’s scientists and engineers, all of whom are expected to join Nano Dimension upon closing of this transaction, are AI/ML/DL experts, veterans of defense forces, homeland security and governmental Big Data agencies, as well as academic and industrial research institutions. Its founders are Dr. Eli David and Mr. Yaron Eitan, DeepCube’s Chief Technology Officer and Executive Chairman, respectively (both of whom are also directors of Nano Dimension), and its Chief Executive Officer is Mr. Michael Zimmerman.

 

Mr. Yoav Stern, CEO of Nano Dimension, commented: “Similar supply chain issues, as described recently in the public media in relation to the semi-conductor industry, are hovering over the printed circuit board fabrication and assembly (PCB/PCBA) industries (approximately $65-70 billion in size for fabrication1, and almost an order of magnitude larger for assembly). Those segments are even more subject to margins pressure due to the Far East low labor cost and “non-free-market” effects on the capital intensity and pricing mechanisms.  Moreover, the PCB/PCBA industry is directly affected by the issues of the chip-components shortage. Nano Dimension’s vision is to establish “INDUSTRY 4.0” solutions, which entail building an AI/ML “distributed digital fabrication application” rather than just building machines as capital equipment. The “AI/ML/DL Distributed Electronic Fabrication Application” will enable a totally environmentally and ecologically friendly digital control of the supply chain for Hi-PEDs (High-Performance-Electronic-Devices), or very high performance AME-3D-PCBs.”

 

 

 

1 Source: IDTechEx 3D electronics: 2020-2030.

 

 

 

 

 

Mr. Stern added, “The core of this solution will be DeepCube’s AI/ML/DL “brain” that is expected to manage a neural network of edge devices, self-learning and self-improving their efficacy and self-managing and maximizing yield throughout the total network.  Nano Dimension machines shipping today (and especially next generation devices which are under development) will be edge devices in the “Digital-fabrication-neural-network” solution as described above.”

 

“In conclusion”, Mr. Stern said, “think about the personal computers of 1988 to 1998, which metamorphosed from a stand-alone personal device to an edge device of the “local area networks”, then the “wide area networks”, then the internet and eventually “the cloud”. Nano Dimension’s INDUSTRY 4.0 vision means the eventuality of maintaining inventory of high-end electronics devices (Hi-PEDS) in digital form. Print them as you need them, where you need them, only the quantity you need, in the best quality at competitive prices, as it is done in highest yield and throughput possible for that point in time, specifically in high mix/low volume scenarios.”

 

Dr. Eli David, Chief Technology Officer and co-founder of DeepCube, who will become Nano Dimension’s Chief Technology Officer of ML/DL, commented: “Over the last 18 months, DeepCube has been negotiating with a few of the world-leading integrated circuits and central processing unit (CPU) manufacturers which are still hoping to adopt its unique AI technology for dramatically improving the efficiency of deep learning deployments in the real-world. Those opportunities will be pursued as a part of Nano Dimension’s strategy. However, we believe we shall reinforce our proof of concepts for those large players by joining forces with Nano Dimension. This is the most exciting opportunity for us, since we believe that our advanced AI capabilities combined with Nano Dimension’s unique technological edge can realize the “INDUSTRY 4.0” vision and revolutionize the entire AME industry.”

 

Sullivan & Worcester Tel-Aviv is acting as legal counsel to Nano Dimension in connection with the acquisition.

 

Nano Dimension will host an investor call to update on the above acquisition, on Friday, April 23, 2021, at 9:00 a.m. ET.

 

To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your call five minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number.

 

U.S. Dial-in Number: 1-844-695-5517

International Dial-in Number: 1-412-902-6751

Israel Toll Free Dial-in Number: 1-80-9212373

At: 9:00 a.m. Eastern Time, 6:00 a.m. Pacific Time, 4:00 p.m. Israel Time

 

Participants can register for the conference call by navigating to https://dpregister.com/sreg/10155560/e77a43b040.

 

A replay will be available one hour after the end of the conference call. Participants will be required to state their name and company upon entering the call. To access the replay from within the U.S., please dial (toll free): 1-877-344-7529 or internationally: 1-412-317-0088 and use the replay conference ID number: 10155560. To access the replay using an international dial-in number, please select the following link: https://services.choruscall.com/ccforms/replay.html.

 

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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 expected timing of the closing of the transaction with DeepCube, that DeepCube’s scientists and engineers are expected to join Nano Dimension upon closing of the transaction, the potential of AI/ML/DL in Nano Dimension’s industry, development of next generation devices, DeepCube pursuing opportunities as part of Nano Dimension’s strategy, and the Company’s vision of INDUSTRY 4.0 solutions. 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)

 

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DeepCube Management

 

 

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DeepCube team members

 

 

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