Business Context and Reporting Period
Company: Nano Dimension Ltd. (NNDM)
Filing Type: Form 8-K (Current Report)
Date of Report: June 16, 2026
Reporting Period: Event-based (June 16, 2026)
This filing serves as a Regulation FD disclosure and solicitation material regarding a proposed business combination with Infinite Epigenetics, Inc. (the "Transaction"). The Company is also soliciting proxies for an Extraordinary General Meeting of shareholders to approve, on a non-binding advisory basis, the continuation of its strategic alternatives review process.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, and Liquidity: The filing text does not provide specific financial values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a current report focused on corporate governance and transaction updates rather than a periodic financial report (10-K or 10-Q).
Material Changes
- Proposed Transaction: Nano Dimension has issued a press release providing additional information regarding its proposed business combination with Infinite Epigenetics, Inc.
- Shareholder Action: The Company intends to file a definitive proxy statement and WHITE proxy card for an Extraordinary General Meeting. Shareholders will be asked to vote on a non-binding advisory resolution regarding the continuation of the strategic alternatives review process.
- Regulatory Filings: Upon execution of a Definitive Agreement, the Company expects to file a registration statement on Form S-4 containing a Proxy Statement/Prospectus.
Guidance, Outlook, and Risks
Management Commentary and Outlook: Management emphasizes that this 8-K is not a substitute for the Proxy Statement/Prospectus. Investors are urged to read all relevant documents filed with the SEC, including the definitive proxy statement, for complete information regarding the Transaction and related matters.
Risks and Contingencies:
- The Transaction is contingent upon the execution of a Definitive Agreement.
- The filing explicitly states that the information contained herein shall not be incorporated by reference into other filings unless expressly stated.
- Investors are cautioned that the Proxy Statement/Prospectus will contain important information about the Transaction that is not fully detailed in this 8-K.
Investor Verification Checklist
- Verify the terms of the proposed business combination with Infinite Epigenetics, Inc. in the upcoming Proxy Statement/Prospectus (Form S-4).
- Review the definitive proxy statement for the Extraordinary General Meeting to understand the non-binding advisory resolution regarding the strategic alternatives review.
- Check for the execution of the Definitive Agreement, which is a prerequisite for the filing of the Form S-4.
- Monitor SEC filings for updates on the strategic alternatives review process and any amendments to the proxy materials.
- Confirm the status of the "WHITE proxy card" solicitation and the timing of the Extraordinary General Meeting.