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. 10)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)
October 25, 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Murchinson Ltd. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Canada |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
7,775,000* |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000* |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
15,550,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
6.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Nomis Bay Ltd |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Bermuda |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
4,665,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,665,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,665,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
2.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BPY Limited |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Bermuda |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
3,110,000* |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,110,000* |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,110,000* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
EOM Management Ltd. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Bermuda |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
James Keyes |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Jason Jagessar |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Republic of Trinidad and Tobago |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Chaja Carlebach |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Switzerland |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Marc J. Bistricer |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Canada |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
7,775,000* |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
7,775,000*# |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000* |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
7,775,000*# |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
15,550,000*# |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
6.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Represents American Depositary Shares (“ADSs”) (each ADS
represents one Ordinary Share).
# Includes 3,000,000 Ordinary
Shares.
The following constitutes
Amendment No. 10 to the Schedule 13D filed by the undersigned (the “Amendment No. 10”). This Amendment No. 10 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby
amended and restated to read as follows:
(a) This
statement is filed by:
| (i) | Nomis Bay Ltd, an exempted company incorporated under the laws of Bermuda (“Nomis Bay”), with
respect to the Shares directly and beneficially owned by it; |
| (ii) | BPY Limited, an exempted company incorporated under the laws of Bermuda (“BPY”), with respect
to the Shares directly and beneficially owned by it; |
| (iii) | EOM Management Ltd., an exempted company incorporated under the laws of Bermuda (“EOM”), as
the investment manager of Nomis Bay and BPY; |
| (iv) | Murchinson Ltd., a corporation organized under the laws of Ontario, Canada (“Murchinson”),
as a sub-investment advisor to each of Nomis Bay and BPY and an investment advisor to manage positions on behalf of certain funds (the
“Managed Positions”); |
| (v) | James Keyes, as a director of Nomis Bay and BPY; |
| (vi) | Jason Jagessar, as a director of Nomis Bay and BPY; |
| (vii) | Chaja Carlebach, as the director of EOM; and |
| (viii) | Marc J. Bistricer, as the Chief Executive Officer and Chief Investment Officer of Murchinson. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
address of the principal office of each of Nomis Bay and BPY is Wessex House, 3rd Floor, 45 Reid Street, Hamilton, Bermuda HM 12. The
address of the principal office of each of EOM and Ms. Carlebach is St. Andrews Place, 5th Floor, 51 Church St., Hamilton, Bermuda HM12.
The address of the principal office of Mr. Keyes is 101 Front Street, Hamilton, Bermuda HM12. The address of the principal office of
Mr. Jagessar is Sea Meadow House, P.O. Box 116, Road Town Tortola, British Virgin Islands. The address of the principal office of each
of Murchinson and Mr. Bistricer is 145 Adelaide Street West, Fourth Floor, Toronto, Ontario Canada M5H 4E5. The officers and directors
of Murchinson, Nomis Bay, BPY and EOM and their principal occupations and business addresses are set forth on Schedule A to the Schedule
13D and are incorporated by reference in this Item 2.
(c) The
principal business of each of Nomis Bay and BPY is serving as a private investment vehicle. The principal business of EOM is serving as
the investment manager to Nomis Bay and BPY. The principal business of Murchinson is serving as an investment advisor and/or sub-investment
advisor to certain investment vehicles including the Managed Positions. Messrs. Keyes and Jagessar are each a director of Nomis Bay and
BPY. Ms. Carlebach is a director of EOM. Mr. Bistricer is the Chief Executive Officer and Chief Investment Officer of Murchinson.
(d) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed thereto, has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Other
than as disclosed below, no Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed thereto, has, during the
last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws. On August 17, 2021, Murchinson, Mr. Bistricer
and an affiliate thereof (collectively, the “Respondents”) entered into a settlement with the Securities and Exchange Commission
(the “SEC”) pursuant to which an order was issued finding that the Respondents erroneously categorized certain client sale
orders between 2016 and 2017 as “long” sale orders, causing certain executing brokers to fail to borrow or locate shares prior
to executing certain trades, in violation of Rules 200(g) and 203(b)(1) of Regulation SHO and Section 15(a)(1) of the Securities Exchange
Act of 1934, as amended. Without admitting or denying the aforementioned allegation, the Respondents consented to the cease-and-desist
order prohibiting them from making such violations in the future and paid certain civil penalties, disgorgement and prejudgment interest
in connection therewith.
(f) Mr.
Keyes is a citizen of the United Kingdom. Mr. Jagessar is a citizen of the Republic of Trinidad and Tobago. Ms. Carlebach is a citizen
of Switzerland. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by Nomis
Bay were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business). The aggregate purchase price of the 4,665,000 Shares beneficially owned by Nomis Bay is approximately $13,679,603, including
brokerage commissions. In addition, in connection with the ADS Conversion (defined and described in Item 4 of Amendment No. 6 to the Schedule
13D), Nomis Bay paid $150,017.50 in fees to the Bank of New York Mellon, as depositary.
The Shares purchased by BPY
were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course
of business). The aggregate purchase price of the 3,110,000 Shares beneficially owned by BPY is approximately $9,119,060, including brokerage
commissions.
The Shares held in the Managed
Positions were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 7,775,000 Shares held in the Managed Positions is approximately $22,798,519,
including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On October 25, 2023, Murchinson
and certain funds it advises and/or sub-advises, including the holders of the Managed Positions, Nomis Bay and BPY (collectively, the
“Proposing Shareholders”), delivered a letter to the Issuer pursuant to Section 66(b) of the Israeli Companies Law, 1999 (the
“EGM Demand”), demanding that the Issuer add to the agenda of the Extraordinary General Meeting of Shareholders scheduled
to be held on December 13, 2023 (the “Meeting”) various resolutions proposed by the Proposing Shareholders (the “Murchinson
Proposed Resolutions”), including resolutions to (i) remove Mr. Yoav Stern and Mr. Oded Gera from the Issuer’s Board of Directors
(the “Board”), (ii) appoint two highly-qualified director nominees, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav (the “Murchinson
Director Nominees”), to the Board, and (iii) amend certain provisions of the Issuer’s Articles of Association, including the
addition of a new Article relating to certain major transactions involving the Issuer requiring shareholder approval. The Murchinson Proposed
Resolutions, which were included as Exhibit B to the EGM Demand, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
| Item 5. | Interest in the Securities of the Issuer. |
Items 5 (a)-(c) are hereby
amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 235,106,980 Shares outstanding, as of October 18, 2023, which is (i)
11,755,349 Shares, representing 5% of the outstanding Shares as of October 18, 2023, as reported in Exhibit 99.3 to the Issuer’s
Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 18, 2023, multiplied by (ii)
twenty.
| (a) | As of the close of business on October 27, 2023, Nomis Bay beneficially owned 4,665,000 Shares. |
Percentage: Approximately
2.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,665,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,665,000 |
| (c) | The transactions in the Shares by Nomis Bay during the past sixty days are set forth in Schedule A and
are incorporated herein by reference. |
| (a) | As of the close of business on October 27, 2023, BPY beneficially owned 3,110,000 Shares. |
Percentage: Approximately
1.3%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,110,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,110,000 |
| (c) | The transactions in the Shares by BPY during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| (a) | EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the
(i) 4,665,000 Shares owned by Nomis Bay and (ii) 3,110,000 Shares owned by BPY. |
Percentage: Approximately
3.3%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | EOM has not entered into any transactions in the Shares during the past sixty days. The transactions in
the Shares on behalf of each of Nomis Bay and BPY during the past sixty days are set forth in Schedule A and are incorporated herein by
reference. |
| (a) | Murchinson, as the sub-investment advisor to each of Nomis Bay and BPY and the investment advisor to the
Managed Positions, may be deemed the beneficial owner of the (i) 4,665,000 Shares owned by Nomis Bay, (ii) 3,110,000 Shares owned by BPY
and (iii) 7,775,000 Shares held through the Managed Positions. |
Percentage: Approximately
6.6%
| (b) | 1. Sole power to vote or direct vote: 7,775,000
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 7,775,000
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | Murchinson has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | Mr. Keyes, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,665,000
Shares owned by Nomis Bay and (ii) 3,110,000 Shares owned by BPY. |
Percentage: Approximately
3.3%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | Mr. Keyes has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Nomis Bay and BPY during the past sixty days are set forth in Schedule A and are incorporated herein
by reference. |
| (a) | Mr. Jagessar, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i)
4,665,000 Shares owned by Nomis Bay and (ii) 3,110,000 Shares owned by BPY. |
Percentage: Approximately
3.3%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | Mr. Jagessar has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Nomis Bay and BPY during the past sixty days are set forth in Schedule A and are incorporated herein
by reference. |
| (a) | Ms. Carlebach, as the director of EOM, may be deemed the beneficial owner of the (i) 4,665,000 Shares
owned by Nomis Bay and (ii) 3,110,000 Shares owned by BPY. |
Percentage: Approximately
3.3%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | Ms. Carlebach has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Nomis Bay and BPY during the past sixty days are set forth in Schedule A and are incorporated herein
by reference. |
| (a) | Mr. Bistricer, as the Chief Executive Officer and Chief Investment Officer of Murchinson, may be deemed
the beneficial owner of the (i) 4,665,000 Shares owned by Nomis Bay, (ii) 3,110,000 Shares owned by BPY and (iii) 7,775,000 Shares held
through the Managed Positions. |
Percentage: Approximately
6.6%
| (b) | 1. Sole power to vote or direct vote: 7,775,000
2. Shared power to vote or direct vote: 7,775,000
3. Sole power to dispose or direct the disposition: 7,775,000
4. Shared power to dispose or direct the disposition: 7,775,000 |
| (c) | Mr. Bistricer has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On October 27, 2023, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing
Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Murchinson has signed separate
letter agreements (the “Indemnification Letter Agreements”) with each of the Murchinson Proposed Nominees pursuant to which
it has agreed to indemnify such nominees against claims arising from the EGM Demand. A form of the Indemnification Letter Agreement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Murchinson Proposed Resolutions. |
| 99.2 | Joint Filing Agreement by and among Nomis Bay Ltd, BPY Limited, EOM Management Ltd., Murchinson Ltd.,
James Keyes, Jason Jagessar, Chaja Carlebach and Marc J. Bistricer, dated October 27, 2023. |
| 99.3 | Form of Indemnification Letter Agreement. |
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: October 27, 2023
|
Nomis Bay Ltd |
|
|
|
By: |
/s/ James Keyes |
|
|
Name: |
James Keyes |
|
|
Title: |
Director |
|
BPY Limited |
|
|
|
By: |
/s/ James Keyes |
|
|
Name: |
James Keyes |
|
|
Title: |
Director |
|
EOM Management Ltd. |
|
|
|
By: |
/s/ Chaja Carlebach |
|
|
Name: |
Chaja Carlebach |
|
|
Title: |
Director |
|
Murchinson Ltd. |
|
|
|
By: |
/s/ Marc J. Bistricer |
|
|
Name: |
Marc J. Bistricer |
|
|
Title: |
Chief Executive Officer |
|
/s/ James Keyes |
|
James Keyes |
|
/s/ Jason Jagessar |
|
Jason Jagessar |
|
/s/ Chaja Carlebach |
|
Chaja Carlebach |
|
/s/ Marc J. Bistricer |
|
Marc J. Bistricer |
SCHEDULE A
Transactions in the Securities of the
Issuer During the Past Sixty Days
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
NOMIS BAY LTD
Purchase of Common Stock |
30,000 |
2.7320 |
10/19/2023 |
Purchase of Common Stock |
30,000 |
2.6912 |
10/19/2023 |
Purchase of Common Stock |
75,000 |
2.7270 |
10/25/2023 |
Purchase of Common Stock |
30,000 |
2.7273 |
10/26/2023 |
BPY LIMITED
Purchase of Common Stock |
20,000 |
2.7320 |
10/19/2023 |
Purchase of Common Stock |
20,000 |
2.6912 |
10/19/2023 |
Purchase of Common Stock |
50,000 |
2.7270 |
10/25/2023 |
Purchase of Common Stock |
20,000 |
2.7273 |
10/26/2023 |
MURCHINSON LTD.
(Through the Managed Positions)
Purchase of Common Stock |
33,000 |
2.7320 |
10/19/2023 |
Purchase of Common Stock |
17,000 |
2.7320 |
10/19/2023 |
Purchase of Common Stock |
33,000 |
2.6912 |
10/19/2023 |
Purchase of Common Stock |
17,000 |
2.6912 |
10/19/2023 |
Purchase of Common Stock |
82,500 |
2.7270 |
10/25/2023 |
Purchase of Common Stock |
42,500 |
2.7270 |
10/25/2023 |
Purchase of Common Stock |
33,000 |
2.7273 |
10/26/2023 |
Purchase of Common Stock |
17,000 |
2.7273 |
10/26/2023 |
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D (including additional amendments thereto) with respect to the ordinary shares, par value NIS 5.00 per share, of Nano Dimension
Ltd., a company organized under the laws of Israel (the “Company”) and to American Depositary Shares of the Company. This
Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: October 27, 2023
|
Nomis Bay Ltd |
|
|
|
By: |
/s/ James Keyes |
|
|
Name: |
James Keyes |
|
|
Title: |
Director |
|
BPY Limited |
|
|
|
By: |
/s/ James Keyes |
|
|
Name: |
James Keyes |
|
|
Title: |
Director |
|
EOM Management Ltd. |
|
|
|
By: |
/s/ Chaja Carlebach |
|
|
Name: |
Chaja Carlebach |
|
|
Title: |
Director |
|
Murchinson Ltd. |
|
|
|
By: |
/s/ Marc J. Bistricer |
|
|
Name: |
Marc J. Bistricer |
|
|
Title: |
Chief Executive Officer |
|
/s/ James Keyes |
|
James Keyes |
|
|
|
|
|
/s/ Jason Jagessar |
|
Jason Jagessar |
|
|
|
|
|
/s/ Chaja Carlebach |
|
Chaja Carlebach |
|
/s/ Marc J. Bistricer |
|
Marc J. Bistricer |
Exhibit 99.3
MURCHINSON LTD.
145 Adelaide Street West
Toronto, A6 M5H 4E5
October 25, 2023
Dear [Nominee]:
Thank you for agreeing to serve as a nominee
of Murchinson Ltd. (“Murchinson”) and certain other funds it advises and/or sub-advises (including their respective affiliates,
the “Murchinson Group”) for election or appointment to the Board of Directors of Nano Dimension Ltd. (the “Company”)
at the Company’s extraordinary general meeting of shareholders of the Company, or any other meeting of shareholders held in lieu
thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Murchinson Group Solicitation”).
Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (this
“Agreement”) will set forth the terms of our agreement.
The members of the Murchinson Group agree to
jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Murchinson
Group Solicitation, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for
claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material
breach of the terms of this Agreement; provided further, that upon your becoming a director or officer of the Company, this indemnification
shall not apply to any claims made against you in your capacity as a director or officer of the Company. This indemnification will include
losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including,
without limitation, interest, penalties, reasonable attorneys’ fees, and reasonable costs and expenses incurred in investigating,
preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or
any claim whatsoever, and amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred
or suffered by you, directly or indirectly, as a result of or arising from the Murchinson Group Solicitation and any related transactions
(each, a “Loss”).
In the event of a claim against you pursuant
to the prior paragraph or the occurrence of a Loss, you shall give the Murchinson Group prompt written notice of such claim or Loss (provided
that failure to promptly notify the Murchinson Group shall not relieve us from any liability which we may have on account of this Agreement,
except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Murchinson Group
will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed
promptly for Losses suffered by you and as incurred as provided herein. The Murchinson Group may not enter into any settlement of loss
or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
You hereby
agree to keep confidential and not disclose to any party, without the prior written consent of the Murchinson Group,
any confidential, proprietary or non-public information (collectively, “Information”) of the Murchinson Group,
its affiliates or any members of any group formed by the Murchinson Group pursuant to Rule
13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“13D Group”) which you have heretofore obtained or
may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include
any information that is publicly disclosed by the Murchinson Group, its affiliates or any members of any 13D Group or any information
that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the
public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do
so provided that you first promptly notify the Murchinson Group so that the Murchinson Group or any member thereof may seek a protective
order or other appropriate remedy or, in the Murchinson Group’s sole discretion, waive compliance with the terms of this Agreement.
In the event that no such protective order or other remedy is obtained or the Murchinson Group does not waive compliance with the terms
of this Agreement, you may consult with counsel at the cost of the Murchinson Group and you may furnish only that portion of the Information
which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information
maintain it as confidential.
All Information,
all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information,
shall be and remain the property of the Murchinson Group and, upon the request of a representative
of the Murchinson Group, all such Information shall be returned or, at the Murchinson
Group’s option, destroyed by you, with such destruction confirmed by you to the Murchinson
Group in writing.
This Agreement shall be governed by the laws
of the State of New York, without regard to the principles of the conflicts of laws thereof.
* * *
If you agree to the foregoing terms, please
sign below to indicate your acceptance.
|
Very truly yours, |
|
|
|
MURCHINSON LTD. |
|
|
|
By: |
/s/ Marc Bistricer |
|
|
Name: |
Marc Bistricer |
|
|
Title: |
Chief Executive Officer |
ACCEPTED AND AGREED: |
|
|
|
|
|
[Nominee] |
|
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
Von Mai 2023 bis Mai 2024