SEC Form SC 13D/A filed by Nano Dimension Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)¹

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 7, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

^# Includes 3,000,000 Ordinary Shares.

The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (the “Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On December 7, 2023, Murchinson Ltd. (collectively with funds it advises and/or sub-advises, “Murchinson”) delivered a letter to the Board of Directors (the “Board”) of the Issuer (the “December 7 Letter”). In the December 7 Letter, Murchinson (i) informed the Issuer that it has begun the process of converting a portion of the ADSs held by Murchinson into Ordinary Shares (the “ADS Conversion”) such that, together with the Ordinary Shares already beneficially owned, Murchinson will become the holder of Ordinary Shares, representing more than 5% of the Issuer’s voting rights, (ii) stated that the costly (and, in Murchinson’s position, unnecessary) ADS Conversion is aimed at protecting the interests of shareholders and provide them with much-needed agency in running the matters of the Issuer and, in particular, once the Ordinary Shares are obtained upon completion of the ADS Conversion, Murchinson intends to demand that the Issuer call a special meeting of shareholders, and (iii) stated that, at such special meeting of shareholders, Murchinson intends to propose, among other things, a proposal to adopt a new article to the Issuer’s Articles of Association, which would require shareholders’ approval of any acquisition or equity raise of $50,000,000 or greater in size.

Murchinson further explains in the December 7 Letter that it believes that taking such steps to protect the Issuer’s shareholders is in light of, among other things, the lack of substantive responsiveness by the Board to Murchinson’s previous attempts to establish a dialogue and CEO Yoav Stern’s latest actions and statements.

To provide additional context and clarity, the Reporting Persons have also attached a letter that Murchinson sent to the independent members of the Board, dated November 9, 2023 (the “November 9 Letter”), which includes the voting results from the Issuer’s annual general meeting held on September 7, 2023. Following the November 9 Letter, Murchinson forwarded a series of emails to the Board on November 13, 2023, which were sent by Mr. Stern to Murchinson’s legal counsel on August 29, 2023 (the “August Correspondence”).

The foregoing descriptions of the December 7 Letter, the November 9 Letter and the August Correspondence do not purport to be complete and are qualified in their entirety by reference to the December 7 Letter, the November 9 Letter and the August Correspondence, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2023