UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| NANO DIMENSION LTD. |
(Name of Registrant as Specified In Its Charter)
|
| |
MURCHINSON LTD
NOMIS BAY LTD.
BPY LIMITED
EOM MANAGEMENT LTD.
JAMES KEYES
JASON JAGESSAR
CHAJA CARLEBACH
MARC J. BISTRICER
PINCHOS FRUCHTHANDLER
MOSHE ROZENBAUM
ELIEZER ELI TARLOW
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Murchinson Ltd., together
with the other participants named herein (collectively, “Murchinson”), previously filed a definitive proxy statement and accompanying
gold proxy card with the Securities and Exchange Commission to solicit proxies for the approval of certain proposals, including the removal
and replacement of certain directors, to be presented at the extraordinary general meeting of shareholders (the “Meeting”)
of Nano Dimension Ltd., a corporation incorporated under the laws of Israel (the “Company”). On July 17, 2026, Murchinson
entered into a settlement agreement (the “Settlement Agreement”) with the Company, pursuant to which it withdrew its Meeting
demand and solicitation of proxies in support of the proposals at the Meeting, enabling the Company to cancel the Meeting scheduled to
be held on July 31, 2026. Accordingly, Murchinson has terminated its proxy solicitation and will not be soliciting proxies in connection
with the Meeting and will not vote any proxies received from shareholders of the Company on the gold proxy card.
In connection with the
Settlement Agreement, each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the “Departing Directors”)
resigned from the Company’s board of directors (the “Board”) and all positions with the Company, and the Company appointed
each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow to serve as a member of the Board as a Class I, Class II
and Class III director, respectively, with an initial term expiring at the Issuer’s 2026 annual general meeting of shareholders
to fill the vacancies resulting from the resignations of the Departing Directors. In addition, pursuant to the Settlement Agreement, Murchinson,
the Company and the Departing Directors agreed to certain litigation-related provisions, including a release of certain claims and a covenant
not to initiate or pursue certain legal proceedings, as well as certain non-disparagement provisions.
On July 20, 2026, Murchinson
filed its Amendment No. 18 to the Schedule 13D and issued a joint press release (the “Press Release”) with the Company, in
each case, announcing the Settlement Agreement. A copy of Murchinson’s Amendment No. 18 to the Schedule 13D is attached hereto as
Exhibit 1 and is incorporated herein by reference. A copy of each of the Settlement Agreement and the Press Release is attached as Exhibit
99.1 and Exhibit 99.2, respectively, to Murchinson’s Amendment No. 18 to the Schedule 13D and is incorporated herein by reference.
