Form 8-K

8-K — Nano Dimension Ltd.

Accession: 0001104659-26-066023

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001643303

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615593d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615593d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 26, 2026

NANO DIMENSION LTD.

(Exact name of registrant as specified in its

charter)

State of Israel

(State or Other Jurisdiction

of Incorporation)

001-37600

52-0029109

(Commission File Number)

(I.R.S. Employer Identification

No.)

60 Tower Road

Waltham, MA

02451

(Address of Principal Executive Offices)

(Zip Code)

(866) 496-1805

(Registrant’s Telephone Number, Including

Area Code)

(Former Name or Former Address, If Changed Since

Last Report)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading

Symbol:

Name of Each

Exchange

on Which

Registered:

American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)

NNDM

The Nasdaq Stock Market LLC

Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share

NNDM

The Nasdaq Stock Market LLC

(1) Evidenced by American Depositary Receipts.

(2) Not for trading, but only in connection with the listing

of the American Depositary Shares.

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).

Emerging growth company ¨

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. ¨

Item 7.01.

Regulation FD Disclosure.

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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by the Company on May 26, 2026, furnished herewith.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Nano Dimension Ltd.

(Registrant)

Date: May 26, 2026

By:

/s/ John Brenton

John Brenton

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615593d1_ex99-1.htm · Sequence: 2

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

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