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Nano Dimension Ltd. is the target of a shareholder solicitation by Murchinson Ltd., which says it beneficially owns 16,285,450 ADSs (each representing one Ordinary Share), or approximately 7.7% of the outstanding Shares, and has demanded an extraordinary general meeting to seek approval of six proposals including declassification of the board, limits on rights plans and major transactions, removal of three directors, and appointment of three nominees.
Murchinson recommends voting “FOR” Proposals No. 2–6 and provides a [COLOR] proxy card; record dates, meeting date and certain procedural dates are left blank in the furnished excerpt.
Oramed Pharmaceuticals Inc. filed Amendment No. 2 to its Schedule 13D on Nano Dimension Ltd., updating its ownership and recent trading activity. Oramed reports beneficial ownership of 15,079,708 Ordinary Shares, representing 7.2% of Nano Dimension’s Ordinary Shares outstanding as of May 27, 2026.
Between May 13 and June 15, 2026, Oramed spent about $8.7 million buying an additional 6,336,565 Ordinary Shares in open-market transactions and entered into significant call and put option positions referencing millions of shares. Oramed states it has sole voting and dispositive power over its position.
Oramed also discloses that it is strongly opposed to Nano Dimension’s recently announced term sheet with Infinite Epigenetics to form an AI-powered preventive health and diagnostics company, and is evaluating its options regarding this proposed transaction.
Nano Dimension Ltd. issued a press release on June 16, 2026 providing additional information about its proposed business combination with Infinite Epigenetics, Inc. The company has filed a preliminary proxy statement and intends to file a definitive proxy statement and a Form S-4 registration statement if a definitive agreement is executed. The filings will seek shareholder approval at an Extraordinary General Meeting that will include a non-binding advisory proposal on continuation of Nano's strategic alternatives review process. The company names its President and CEO, David Stehlin, and its non-employee directors as participants in the solicitation and furnishes a press release as Exhibit 99.1.
Nano Dimension used this update to defend and explain its proposed business combination with Infinite Epigenetics, which would pivot the business from 3D printing toward AI-powered preventive health and diagnostics. Infinite operates a CLIA-certified methylation lab, has a network of more than 7,500 healthcare providers, over 50 peer‑reviewed publications and a proprietary database of more than 120,000 biological samples. Nano emphasizes the chronic disease diagnostics market exceeds $90 billion and says Infinite’s model blends diagnostic testing with a biological AI platform built on proprietary data. The company states the contemplated transaction values Nano at net cash plus a 20% premium, with Nano shareholders retaining contingent value rights on legacy assets and receiving two seats on the combined company’s board. Management argues this offers better long-term value than liquidating and returning cash, and contrasts its detailed plan with activist Murchinson’s push to replace a majority of the board. Any definitive agreement would later be filed on Form S-4 and put to a shareholder vote.
Nano Dimension Ltd. entered a non-binding term sheet with Infinite Epigenetics on June 15, 2026 to pursue a business combination under which Nano (or a successor public company) would acquire all issued and outstanding equity interests of Infinite in exchange for Nano ordinary shares or ADSs.
The Term Sheet values Infinite at $890 million (less a defined Premium) and sets Nano's post-transaction ownership math using Nano's Net Cash plus a 20% premium and an agreed valuation for Essemtec (estimated at $20 million). The Term Sheet contemplates a seven-member board with Infinite initially designating four directors (five if Infinite holders exceed 55% on a fully diluted basis), a 30-day exclusivity period, and potential reimbursement of Infinite's documented out-of-pocket deal costs up to $3 million if a definitive agreement is not executed before Nano's next extraordinary general meeting.
Nano Dimension signed a non-binding term sheet to combine with Infinite Epigenetics, an AI-powered preventive health and diagnostics company. Nano or a successor public entity would acquire all Infinite equity in an all‑stock deal, with ownership split based on agreed valuations of each business and Nano’s net cash, including a 20% premium component for Nano.
After closing, Infinite holders are expected to own a majority of the combined company, while current Nano shareholders retain a meaningful minority stake and receive contingent value rights tied to monetization of Nano’s legacy assets. The combined company is expected to operate as Infinite Epigenetics and list on Nasdaq under the ticker “IEAI,” with the parties indicating an expected cash balance of over $400 million at closing. The term sheet includes a 30‑day exclusivity period, detailed break‑fee protections, and a structure that requires Nano shareholder approval and a Form S‑4 registration before any transaction can close.
Nano Dimension Ltd. has called an Extraordinary General Meeting of Shareholders for July 31, 2026 at its Waltham, Massachusetts address. The meeting was demanded by a group of “Proposing Shareholders” and will address both company- and shareholder-backed governance proposals.
Shareholders will vote on continuing the company’s strategic alternatives review, amending Article 39 of the Articles (requiring a 70% majority of voting power present), adding new Articles 71 and 72, and removing and replacing three directors. The Board recommends voting FOR Proposals 1 and 2 and AGAINST Proposals 3 through 6 and urges shareholders to ignore any competing proxy cards from the Proposing Shareholders. The record date for voting eligibility is June 23, 2026.
Nano Dimension Ltd. Chief Executive Officer David Stehlin reported a routine tax-related share disposition. On the reported date, 19,841 Ordinary Shares were withheld by the company at $1.52 per share to cover tax obligations tied to the vesting of restricted stock units. After this withholding, Stehlin’s direct holdings total 762,003 Ordinary Shares, indicating he continues to hold a substantial equity position and that the transaction was not an open-market sale.
Nano Dimension Ltd. reported a Form 144 showing secondary sales of its American Depositary Shares. The filing lists sales by David Stehlin of 22,699 ADS on 03/23/2026, 18,276 ADS on 04/27/2026 and 19,832 ADS on 05/11/2026. The excerpt also notes 520,832 ADS were issued upon vesting of RSUs on 09/08/2025.
Nano Dimension Ltd. is soliciting shareholder votes in a contested extraordinary general meeting demanded by a group of shareholders (the "Proposing Shareholders"). The Board recommends voting FOR Proposals No. 1 and 2 and AGAINST Proposals No. 3–6.
The meeting agenda includes a non-binding advisory vote to continue a strategic alternatives review, a proposal to declassify the Board (Proposal No. 2), proposed charter amendments limiting adoption of a shareholder rights plan and certain transactions (Proposals No. 3 and 4), removal of three directors (Proposal No. 5) and contingent election of three nominees (Proposal No. 6). The Board discloses a Rights Agreement defining an Acquiring Person at 9.99% ownership and notes recent sales of product lines for up to $12.5M and an agreed sale valued at $42.5M.