UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (check one): | ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR | |
| For Period Ended: December 31, 2024 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| ¨Transition Report on Form N-SAR | ||
| For the Transition Period Ended: _________________ | ||
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ______________________
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Nano Dimension Ltd.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number): 300 5th Avenue, Suite 1010,
City, State and Zip Code: Waltham, MA 02451
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period:
On April 2, 2025, the Company completed the acquisition of Desktop Metal Inc, and on April 25, the Company completed the acquisition of Markforged Holding Corporation. The acquisitions required an extraordinary amount of time and effort by the Company’s management. Additionally, the Company’s senior management underwent significant changes, namely the replacement of all the members of the board of directors, and most of the senior executive management from December 2024 through April 2025. Accordingly, the Company’s management has been unable to devote the time and effort necessary to complete the preparation of the Form 20-F by the filing deadline. The Company anticipates that the Form 20-F will be filed on or before May 15, 2025.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
| Dotan Bar Natan | __ | +972(54)-565-1174 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes x No ¨
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ¨ No x
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Nano Dimension Ltd.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2025 |
BY: /S/ Dotan Bar Natan |
| Name: Dotan Bar-Natan | |
| Title: General Counsel | |