Murchinson Ltd. Amends Nano Dimension Stake
Ticker: NNDM · Form: SC 13D/A · Filed: Jun 28, 2024 · CIK: 1643303
| Field | Detail |
|---|---|
| Company | Nano Dimension LTD. (NNDM) |
| Form Type | SC 13D/A |
| Filed Date | Jun 28, 2024 |
| Risk Level | medium |
| Pages | 9 |
| Reading Time | 11 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: 13D-Filing, Beneficial-Ownership, Amendment
Related Tickers: NNDM
TL;DR
Murchinson just updated their Nano Dimension filing - watch this space.
AI Summary
Murchinson Ltd. filed an amendment (No. 12) to its Schedule 13D on June 28, 2024, regarding its holdings in Nano Dimension Ltd. The filing indicates a change in the beneficial ownership of ordinary shares, though specific new holdings or changes in percentage are not detailed in this excerpt. Murchinson Ltd. is based in Toronto, Canada, and the filing was made with the SEC.
Why It Matters
This filing signals a potential shift in Murchinson Ltd.'s investment strategy or stake in Nano Dimension, which could influence market perception and stock movement.
Risk Assessment
Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant stake adjustments, which carry inherent market risks.
Key Players & Entities
- Murchinson Ltd. (company) — Filing entity
- Nano Dimension Ltd. (company) — Subject company
- Andrew Freedman, Esq. (person) — Legal representative
- Meagan Reda, Esq. (person) — Legal representative
- Olshan Frome Wolosky LLP (company) — Legal firm
FAQ
What specific changes in beneficial ownership are detailed in Amendment No. 12?
This excerpt does not specify the exact changes in beneficial ownership or the new percentage of shares held by Murchinson Ltd.
When was Amendment No. 12 to the Schedule 13D filed?
Amendment No. 12 was filed on June 28, 2024.
Who is the subject company of this filing?
The subject company is Nano Dimension Ltd.
Where is Murchinson Ltd. based?
Murchinson Ltd. is based in Toronto, Ontario, Canada.
What is the CUSIP number for Nano Dimension Ltd. ordinary shares?
The CUSIP number for Nano Dimension Ltd. ordinary shares is 63008G203.
Filing Stats: 2,726 words · 11 min read · ~9 pages · Grade level 9.5 · Accepted 2024-06-28 13:23:30
Filing Documents
- sc13da1213459002_06272024.htm (SC 13D/A) — 239KB
- ex991to13da1213459002_062724.htm (EX-99.1) — 18KB
- 0000921895-24-001481.txt ( ) — 259KB
Purpose of Transaction
Item 4. Purpose of Transaction .
is hereby amended
Item 4 is hereby amended to add the following: On June 28, 2024, Murchinson Ltd. (“Murchinson”) issued a press release and open letter to the Issuer's shareholders (collectively, the “Letter”) regarding the latest questionable actions taken by the Issur’s CEO Yoav Stern and its Board of Directors (the “Board”). In the Letter, Murchinson exposes, among other things, a recent all-expenses paid trip for Mr. Stern and the Board, despite the Issuer recently cutting 25% of its workforce to reduce cash burn. Murchinson also questions the timing of the recent stock price jump of Desktop Metal, Inc. (“Desktop Metal”) in the context of the said Board trip, leading Murchinson to believe the Issuer may be in deal talks with Desktop Metal and urges the Board to seek shareholder approval for any strategic deal. The Letter further discloses Murchinson’s expectation that the Israeli Court will issue a ruling on the validity of the March 2023 extraordinary general meeting vote, in which the Issuer’s shareholders overwhelmingly supported Murchinson’s proposals. Pending the outcome of various lawsuits, Murchinson affirms its willingness to continue to spend the time and resources necessary to replace the Board and Mr. Stern at the Issuer’s 2024 Annual General Meeting. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the Letter, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Interest in the Securities of the Issuer
Item 5. Interest in the Securities of the Issuer . Items 5 (a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 219,237,825 Shares outstanding, as of March 31, 2024, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 3, 2024. A. Nomis Bay (a) As of the date hereof, Nomis Bay beneficially owned 4,665,000 Shares. Percentage: Approximately 2.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,665,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,665,000 (c) Nomis Bay has not entered into any transactions in the Shares during the past sixty days. B. BPY (a) As of the date hereof, BPY beneficially owned 3,110,000 Shares. Percentage: Approximately 1.4% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,110,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,110,000 (c) BPY has not entered into any transactions in the Shares during the past sixty days. C. EOM (a) EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,665,000 Shares owned by Nomis Bay and (ii) 3,110,000 Shares owned by BPY. 10 CUSIP No. 63008G203 Percentage: Approximately 3.5% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 7,775,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 7,775,000 (c) EOM has not entered into any transactions in the Shares during the past sixty days. D. Murchinson (a) Murchinson, as the sub-investment advisor to each of Nomis Bay and BPY and the inves
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits .
is hereby amended
Item 7 is hereby amended to add the following exhibit: 99.1 Press Release and Letter to Shareholders of the Issuer, dated June 28, 2024. 12 CUSIP No. 63008G203
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 28, 2024 Nomis Bay Ltd By: /s/ James Keyes Name: James Keyes Title: Director BPY Limited By: /s/ James Keyes Name: James Keyes Title: Director EOM Management Ltd. By: /s/ Chaja Carlebach Name: Chaja Carlebach Title: Director Murchinson Ltd. By: /s/ Marc J. Bistricer Name: Marc J. Bistricer Title: Chief Executive Officer /s/ James Keyes James Keyes /s/ Jason Jagessar Jason Jagessar /s/ Chaja Carlebach Chaja Carlebach /s/ Marc J. Bistricer Marc J. Bistricer 13