Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
On June 11, 2026, Nano Dimension Ltd. published a
notice of an extraordinary general meeting of shareholders, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K.
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 hereunto duly authorized.
Exhibit 99.1
NANO DIMENSION
LTD.
60 Tower Road
Waltham, MA 02451
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
Notice is hereby given that
an Extraordinary General Meeting of Shareholders (including any postponements, reschedulings or continuations thereof, the “Meeting”)
of Nano Dimension Ltd. (the “Company”, “our”, “we” or “us”) will be held at 60
Tower Road, Waltham, MA 02541 (the “Company’s Registered Address”), on July 31, 2026, at 5:00 p.m., Israel
time (10:00 a.m. EST).
On May 21, 2026, Murchinson
Ltd., Nomis Bay Ltd., BPY Limited, Boothbay Diversified Alpha Master Fund, LP, Boothbay Absolute Return Strategies, LP, and Oramed
Pharmaceuticals Inc. (collectively, the “Proposing Shareholders”) demanded (the “Demand”) that the Company’s
board of directors (the “Board of Directors” or the “Board”) call an extraordinary general meeting of the
shareholders of the Company in accordance with Section 63(b)(2) of the Israeli Companies Law, 5759-1999 (the “Companies Law”),
Regulation 7A of the Companies Regulations (Relief for Companies whose Shares are listed on a Stock Exchange Outside of Israel),
2000 (the “Regulations”), and Article 25 of the Company’s Amended and Restated Articles of Association (the “Articles”).
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The agenda of the Meeting will be as follows: |
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Proposal Presented by the Company’s Board of Directors: |
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(1) |
To approve on a non-binding advisory basis a resolution regarding the continuation of the Company’s strategic alternatives
review process including any related transaction approved by the Board (“Proposal No. 1”); |
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Our Board of Directors recommends that you vote FOR Proposal No. 1. |
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Proposals Presented by the Proposing Shareholders: |
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(2) |
To approve the Proposing Shareholders’ proposal to amend Article 39 of the Articles (“Proposal No. 2”); |
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Our Board of Directors recommends that you vote FOR Proposal No. 2. |
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(3) |
To approve the Proposing Shareholders’ proposal to add a new Article 71 to the Articles (“Proposal No. 3”); |
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Our Board of Directors recommends that you vote AGAINST Proposal No. 3. |
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To approve the Proposing Shareholders’ proposal to add a new Article 72 to the Articles (“Proposal No. 4”); |
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Our Board of Directors recommends that you vote AGAINST Proposal No. 4. |
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(5) |
To approve the Proposing Shareholders’ proposal to remove three (3) of the Company’s directors from the Company’s
Board (“Proposal No. 5”); |
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Our Board of Directors recommends that you vote AGAINST Proposal No. 5. |
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(6) |
Subject to the approval of Proposal No. 5, to approve the Proposing Shareholders’ proposal to elect three (3) new
directors to fill three (3) of the resulting vacancies (“Proposal No. 6”). |
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Our Board of Directors recommends that you vote AGAINST Proposal No. 6. |
These proposals are described
in detail in the proxy statement, which we urge you to read in its entirety. In accordance with applicable law, a preliminary proxy
statement was published by the Company on June 5, and a definitive proxy statement will be published by the Company. Your vote will be especially important at the Meeting.
As noted above, we do not endorse the Proposing Shareholders’ proposal to remove the directors of our Company in Proposal
No. 5 or the election of any of the Proposing Shareholders’ nominees as directors (the “Proposing Shareholders Nominees”)
in Proposal No. 6, nor do we agree with the addition of new Articles 71 and 72 to our Articles proposed in the Proposing Shareholders’
Proposals No. 3 and 4, as we do not believe such proposals are in the best interests of our Company or our shareholders. We do,
however, recommend that you vote in favor of Proposal No. 2 presented by the Proposing Shareholders to, among other things, declassify
our Board of Directors.
You may receive proxy solicitation
materials from the Proposing Shareholders or other persons or their affiliated entities, including an opposition proxy statement
and proxy card. Our Board of Directors recommends that you disregard them. Please be advised that we are not responsible for the
accuracy of any information provided by or relating to the Proposing Shareholders and their proposals contained in any proxy solicitation
materials filed or disseminated by the Proposing Shareholders or any other statements that they may otherwise make. Our Board of
Directors does NOT recommend that shareholders vote for any of the Proposing Shareholder Nominees or in favor of Proposing Shareholders’
Proposals No. 3 and 4.
As more fully described
in the proxy statement, certain shareholders may present proposals for consideration at the Meeting by submitting their proposals
to the Company no later than June 18, 2026. If we determine that a shareholder proposal has been duly and timely received and is
appropriate, we will publish a revised agenda in the manner set forth in the proxy statement. We are currently not aware of any
other matters that will come before the Meeting. If any other matters properly come before the Meeting or any adjournment thereof,
the persons designated as proxies intend to vote in accordance with their judgment on such matters.
Board Recommendation
Our Board of Directors recommends
that you vote “FOR” Proposals No. 1 and 2, and “AGAINST” each of Proposals No. 3-6, which are described
in the attached proxy statement (the “Proxy Statement”). Director Phillip Borenstein has indicated that he disagrees
with the Board’s recommendations on Proposal No. 1 and Proposals No. 3-6.
Record Date
Shareholders of record at the close of business
on June 23, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting and any adjournment
or postponement thereof. You are cordially invited to attend the Meeting in person.
Required Vote and Voting Procedures
Pursuant to Article 39(g)
of the Articles, to pass, Proposal No. 2 requires a majority of 70% of the voting power represented at the Meeting in person or
by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting.
To pass, each of Proposals
No. 1, 3, 4, 5 and 6 to be presented at the Meeting require the approval by the holders of a simple majority of the voting power
represented at the Meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count
of the voting power present and voting.
Holders of American Depository Shares
A form of proxy for use
at the Meeting is attached to the Proxy Statement, and a voting instruction form, together with a return envelope, will be sent
to holders of American Depositary Shares representing our Ordinary Shares (“ADSs”). ADS holders should vote by the
date set forth on their voting instruction form. Online and telephone voting (if applicable) will be possible at any time before July
28, 2026 at 11:59 p.m. EST.
Holders of Ordinary Shares
Shareholders holding Ordinary
Shares may (i) deliver a properly executed proxy in the attached form to the Company no later than 12:00 p.m., EST on July
28, 2026, to the Company’s Registered Address, Attention: Mr. Itay Mandel, the Company’s VP Legal, including a certificate
of ownership that complies with the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at a General Meeting),
5760 – 2000, as amended, as proof of ownership of the shares on the Record Date; or (ii) vote their shares in person at the
Meeting by presenting a certificate of ownership that complies with the Israeli Companies Regulations (Proof of Ownership of Shares
for Voting at a General Meeting), 5760 – 2000, as amended, as proof of ownership of their shares on the Record Date.
Subject to applicable law
and the rules of the Nasdaq Stock Market, in the absence of such directions, and except as otherwise mentioned in this Proxy Statement,
the Ordinary Shares represented thereby will be voted “FOR” Proposals No. 1 and 2, and “AGAINST” Proposals
No. 3-6 as described in this Proxy Statement.
In addition, shareholders
of record (other than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert
such shares to ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders of record complete
such conversion and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record Date.
Joint Holders
Joint holders of our Ordinary
Shares should note that, pursuant to Article 32(c) of the Articles of Association, the right to vote at the Meeting will be conferred
exclusively upon the senior owner among the joint owners attending the Meeting and, for this purpose, seniority will be determined
by the order in which the names appear in our register of shareholders.
Revocation of proxies
Shareholders and/or holders
of ADSs may revoke a proxy in one of the following ways: (i) by written notice of revocation delivered to the Company’s Registered
Address (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs), at any
time before the time of the Meeting; (ii) by written notice of revocation of the proxy or voting instruction form (“VIF”)
delivered at the Meeting to the chair of the Meeting; (iii) by signing and returning a proxy card to the Company (in case of holders
of Ordinary Shares) or VIF with the Bank of New York Mellon (in the case of holders of ADSs) with a later date and time, provided
that the later proxy or VIF is received by the Company or Bank of New York Mellon (as the case may be), no later than 11:59 p.m.
EST on July 28, 2026; or (iv) by attending and voting in person at the Meeting. Attendance at the Meeting will not by itself
constitute revocation of a proxy.
You may also request a copy
of the materials relating to our Meeting, including the Proxy Statement and form of proxy for the Meeting, by contacting Mr. Itay
Mandel, the Company’s VP Legal, e-mail address: itay.mandel@nano-di.com.
If you have any questions
regarding how to vote your shares, please call Innisfree M&A Incorporated, our proxy solicitor at (877) 750-9498 (in the United
States and Canada) or +1 (412) 232-3561 (all other countries).
By Order of the Board of Directors,
| /s/ Rober Pons |
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| Robert Pons |
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| Chairman of the Board |
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June 11, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON July 31, 2026
We have elected to utilize
the “full set delivery” option and will be delivering paper copies to all shareholders entitled thereto of all proxy
materials, as well as providing access to those proxy materials on a publicly accessible website. The Proxy Statement for the Meeting
will be available on our investor relations website at https://investors.nano-di.com/investor-relations/default.aspx.
We encourage you to review
all of the important information contained in the proxy materials before voting. The Proxy Statement will contain information about
the Meeting.
IMPORTANT ADDITIONAL INFORMATION
THE BOARD OF DIRECTORS DOES
NOT BELIEVE THE PROPOSING SHAREHOLDERS’ PROPOSALS (OTHER THAN PROPOSAL 2) ARE IN THE BEST INTERESTS OF OUR COMPANY AND ITS
SHAREHOLDERS AND STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE
PROPOSING SHAREHOLDERS OR ANY PERSON OTHER THAN THE COMPANY EVEN AS A PROTEST VOTE AGAINST THE PROPOSING SHAREHOLDERS OR ANY OF
THE PROPOSING SHAREHOLDER NOMINEES OR THEIR PROPOSALS. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY THE PROPOSING
SHAREHOLDERS, YOU MAY REVOKE IT AND VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS TO VOTE “FOR”
PROPOSALS NO. 1 AND 2, AND “AGAINST” PROPOSALS NO. 3, 4, 5, AND 6 ON THE WHITE PROXY CARD. Any proxy
card you sign and return from the Proposing Shareholders for any reason could invalidate previous WHITE proxy cards
sent by you to support our Board of Directors.
Only your latest dated,
timely received, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its
exercise at the Meeting as described in this Proxy Statement.
IMPORTANT!
PLEASE VOTE THE WHITE PROXY CARD “FOR” PROPOSALS NO. 1
AND 2,
AND “AGAINST” PROPOSALS NO. 3, 4, 5, AND 6.
WE URGE YOU NOT TO SIGN ANY PROXY CARD OR VOTING INSTRUCTION FORM
SENT TO YOU BY THE PROPOSING SHAREHOLDERS.
Remember, you can vote your shares over the Internet.
Please follow the easy instructions on the WHITE proxy card.
If you have any questions or need assistance in voting your shares, please
contact our proxy solicitor:
INNISFREE M&A INCORPORATED
Shareholders may call (877) 750-9498 (toll-free from the U.S. and Canada) or
+1 (412) 232-3651 (from other countries)
Banks and Brokers may call collect +1 (212) 750-5833 |
