Business Context and Reporting Period
This Form 6-K filing by Nano Dimension Ltd. (the "Company") covers the month of April 2021, specifically dated April 20, 2021. The report details a definitive share purchase agreement entered into by the Company and its subsidiary, Nano Dimension Technologies, Ltd., to acquire DeepCube Ltd. ("DeepCube"), a leader in machine learning and deep learning technologies.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels for the reporting period. The primary financial data relates to the acquisition of DeepCube:
- Total Consideration: Approximately $70 million, comprised of $40 million in cash and $30 million in the Company's American Depositary Shares (ADSs).
- ADS Valuation: Based on the volume weighted average price of the last 30 trading days prior to closing.
- Secondary Transaction: Approximately $10.25 million of the cash consideration will be paid to AWZ HLS Fund II, LP ("AWZ") pursuant to a separate secondary agreement, free of escrow or holdback limitations.
- Executive Compensation: Dr. Eli David, DeepCube's CTO, will receive a monthly gross compensation of NIS 69,000 (approx. $18,649) plus VAT, and an annual bonus of up to NIS 300,000 (approx. $81,081) based on performance goals.
Material Changes and Transaction Structure
The material change reported is the strategic acquisition of DeepCube, expected to close on or about April 27, 2021, subject to customary conditions. Key structural elements include:
- Lock-up Agreements: All selling shareholders are subject to a six-month lock-up. Exceptions include ADSs issued to Anakhnu LLC (representing Mr. Yaron Eitan and Mr. Andy Intrater) subject to a 12-month lock-up, and ADSs issued to Dr. Eli David subject to a progressive 36-month holdback.
- Price Protection: Selling shareholders (excluding Dr. David's specific tiered arrangement) are entitled to price protection if the ADS price falls below 70% of the transaction price within 12 months. Dr. David's protection is tiered: 60% for year one, 50% for year two, and 40% for year three.
- Equity Conversion: DeepCube's vested options and warrants will be exercised automatically. Unvested options will expire and be exchanged for the Company's Restricted Stock Units (RSUs).
- Board Approval: The transaction was approved by independent directors and the full Board, with Dr. David and Mr. Eitan recusing themselves from discussions.
- Verify the final closing date of the DeepCube acquisition, currently expected around April 27, 2021.
- Confirm the final valuation of the $30 million ADS component based on the 30-day volume weighted average price at closing.
- Monitor the satisfaction of customary closing conditions and any regulatory approvals required.
- Review the Company's subsequent filings for the impact of this acquisition on future cash flow and capital structure.
- Check for any updates regarding the specific performance goals set for Dr. David's annual bonus.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the expected closing date and the integration of Dr. David as the full-time Chief Technology Officer of Artificial Intelligence/Deep Learning/Machine Learning. The Company notes that actual results may differ materially due to risks including market conditions and the satisfaction of closing conditions. The report explicitly states it does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful without registration.