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 May 26, 2026, Nano Dimension Ltd. (the “Company”)
issued a press release in the form of a letter to the Company’s shareholders. A copy of the press release is furnished as Exhibit
99.1 hereto.
The information in the press
release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press release will not be incorporated
by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference. The furnishing of the information in this Current Report on Form 8-K with respect
to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in
this Report with respect to the press release is material or complete, or that investors should consider this information before making
an investment decision with respect to any security of the Company.
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 Issues Letter to Shareholders
Comments on Amended Schedule 13D Filing by Murchinson
Strategic Alternatives Review Process Progresses
WALTHAM, MASSACHUSETTS -- May 26, 2026 (GLOBE
NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) today issued the following letter to shareholders providing a business update and commenting
on the Schedule 13D/A filing by Murchinson Ltd. and certain of its affiliates. The full text of the letter is below.
Dear Fellow Shareholders,
Nano Dimension Ltd. (“Nano” or the
“Company”) and its Board of Directors (the “Board”) remain fully focused on executing the Company’s previously
announced strategic alternatives review process to maximize shareholder value and believe shareholders should understand the facts and
implications surrounding the recent actions of Murchinson Ltd. and certain of its affiliates (“Murchinson”).
Recently, Murchinson filed a Schedule 13D/A initiating
yet another costly and distracting campaign to obtain effective control of Nano and its substantial cash and strategic assets without
paying shareholders a control premium. Murchinson is seeking to replace three of the Company’s five directors, including two directors
originally nominated by Murchinson in its prior proxy contests as well as the Company’s CEO, because those directors have chosen
to fulfill their fiduciary duties to all shareholders, rather than advance Murchinson’s self-serving agenda to take control of the
Company’s cash.
The Board is rejecting this latest attempt by
Murchinson to seize control of the Company through disruption and pressure tactics.
Currently, the Board includes three directors
initially supported by Murchinson, including Robert Pons and Dr. Joshua Rosensweig, each of whom Murchinson nominated in previous proxy
contests at Nano, and Phillip “Pinny” Borenstein, who was seated in December 2025. Now, Murchinson is attempting to replace
two of these directors, Messrs. Pons and Rosensweig. Moreover, Nano director Andy Sriubas informed the Board that he will not serve on
a Board controlled by Murchinson. The Board opposes Murchinson’s latest attempt to gain control of your Company, and supports the
Company’s ongoing strategic alternatives review process and the actions underway to maximize value for all shareholders.
Over an extended period, the Board repeatedly
invited Murchinson to present a credible strategic, operational or value creation plan for Nano. Despite numerous opportunities, Murchinson
failed to provide one. Instead, Murchinson has focused exclusively on obtaining influence and effective control over the Company and its
cash resources. The Board recently invited Murchinson founder Marc Bistricer to join the Board, subject to a customary cooperation agreement.
He never responded.
It has become clear to the Board that Murchinson’s
objective is not long-term value creation, but rather control of Nano’s balance sheet and strategic direction without offering shareholders
a premium or presenting a coherent long-term value creation plan. The Board believes this approach creates significant risk for all shareholders.
By contrast, the Board and management team are
actively executing a disciplined process to maximize shareholder value, including:
| · | conducting a comprehensive strategic alternatives process with leading financial advisors |
| · | materially reducing cash burn and improving operational discipline |
| · | monetizing non-core assets and streamlining operations |
| · | strengthening governance and shareholder communications |
| · | evaluating transformational opportunities designed to unlock the value of Nano’s balance sheet,
technology portfolio and public company platform |
The Board believes these efforts are beginning
to gain meaningful traction and that stability and continuity are critical at this stage of the process. Importantly, these efforts are
being pursued with a focus on creating value for all shareholders — not advancing the interests or agenda of any single shareholder
or activist group.
As previously disclosed, the Board expects the
strategic alternatives review process to conclude in the near future. Shareholders should ask themselves whether now is the appropriate
time to hand control of the Company to Murchinson, an activist group that has failed to articulate a credible plan, at a time when the
Company is actively pursuing strategic opportunities designed to maximize value for all shareholders.
Shareholders, including Murchinson, will have
the opportunity to vote on any proposed change-of-control transaction. Until such a transaction is formally presented, the Board and management
are committed to pursuing the best possible value-maximizing outcome for the Company and all of its shareholders.
The Board remains fully committed to acting in
the best interests of all shareholders and will continue to pursue every opportunity to maximize shareholder value through disciplined
governance and responsible stewardship of the Company’s assets.
We appreciate the continued support of our shareholders
and look forward to updating you further as the Company advances its strategic initiatives.
We encourage you to contact us at ir@nano-di.com
so that we can address all shareholder questions regarding the contents of this press release and the Company’s ongoing initiatives
to create shareholder value. The Board remains committed to transparency, shareholder engagement, and open communication with its shareholders.
Mr. Borenstein has requested that it be publicly
disclosed that he does not agree with the content of this letter.
Sincerely,
The Board of Directors
/s/ Dr. Joshua Rosenweig
/s/ David S. Stehlin
/s/ Andy Sriubas
/s/ Robert Pons
About Nano Dimension Ltd.
Driven by strong trends in onshoring, national
security, and increasing product customization, Nano Dimension Ltd. (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies
to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume
production with IP security and sustainable manufacturing practices. For more information, please visit https://www.nano-di.com/.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited
to, statements regarding Nano’s future growth and strategic plan; the Board’s beliefs regarding Murchinson; beliefs regarding
the timing of strategic initiatives; and all other statements other than statements of historical fact that address activities, events
or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements
may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,”
“estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,”
“predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” or the
negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements
are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking
statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be
materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking
statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult
to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various
risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties,
including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 10-K for the fiscal year
ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Annual
Report”), and in any subsequent filings with the SEC. Except as otherwise required by law, Nano 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 communication.
Additional Information and Where to Find It
The Company intends to file a proxy statement
and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies
for an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). THE COMPANY’S SHAREHOLDERS
ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY
CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the proxy statement, any amendments
or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s
website at www.sec.gov.
Participants in the Solicitation
The Company, the President, Chief Executive Officer
and Director, David Stehlin and each of its non-employee Directors (namely, Robert Pons; Phillip Borenstein; Dr. Joshua Rosensweig and
Andrew Sriubas) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the
solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Extraordinary General
Meeting. Information about the compensation of our non-employee Directors is set forth in the sections titled “Director Compensation”
and “Director Compensation Table” in the Company’s Annual Report, at pages 54-56, and is available here. Information
about the compensation of our President, Chief Executive Officer and Director, David Stehlin, is set forth in in the in the section titled
“Executive Compensation” in the Annual Report, at pages 56-64, and is available here. Information regarding the participants’
holdings of the Company’s securities can be found in the section titled “Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters” in the Company’s Annual Report on pages 64-65 and is available here.
Such filings are available on the Company’s
website at https://investors.nano-di.com/sec-filings-1/default.aspx or through the SEC’s website via the links referenced above.
Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection
with the Extraordinary General Meeting.
Contacts:
Investors: Purva Sanariya
Director, Investor Relations
ir@nano-di.com
Media: Samuel Manning
Principal Manager, External Communications
press@nano-di.com
