Murchinson Ltd. Amends Nano Dimension Stake
Ticker: NNDM · Form: SC 13D/A · Filed: Oct 11, 2024 · CIK: 1643303
| Field | Detail |
|---|---|
| Company | Nano Dimension LTD. (NNDM) |
| Form Type | SC 13D/A |
| Filed Date | Oct 11, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 9 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: 13D filing, shareholder activism, amendment
Related Tickers: NNDM
TL;DR
Murchinson just updated its Nano Dimension stake filing - watch for shareholder shifts.
AI Summary
Murchinson Ltd. filed Amendment No. 13 to its Schedule 13D on October 11, 2024, regarding its holdings in Nano Dimension Ltd. The filing indicates a change in the beneficial ownership of the ordinary shares of Nano Dimension Ltd. by Murchinson Ltd.
Why It Matters
This filing updates Murchinson Ltd.'s beneficial ownership of Nano Dimension, which could signal changes in the company's shareholder structure or strategic direction.
Risk Assessment
Risk Level: medium — Changes in significant shareholder filings can precede market-moving events, but the specific impact is not yet clear.
Key Players & Entities
- Murchinson Ltd. (company) — Filing entity
- Nano Dimension Ltd. (company) — Subject company
- Andrew Freedman, Esq. (person) — Attorney for filing entity
- Meagan Reda, Esq. (person) — Attorney for filing entity
- Olshan Frome Wolosky LLP (company) — Law firm for filing entity
FAQ
What specific changes in beneficial ownership are reported in this Amendment No. 13?
The filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership, but the exact details of the change are not provided in the header information.
What is the CUSIP number for Nano Dimension Ltd. ordinary shares?
The CUSIP number for Nano Dimension Ltd. ordinary shares is 63008G203.
Who is filing this amendment to the Schedule 13D?
Murchinson Ltd. is filing this amendment.
What is the business address of Murchinson Ltd.?
The business address of Murchinson Ltd. is 145 Adelaide Street West, Fourth Floor, Toronto, Ontario, Canada M5H 4E5.
What is the filing date of this Amendment No. 13?
This Amendment No. 13 was filed as of October 11, 2024.
Filing Stats: 2,194 words · 9 min read · ~7 pages · Grade level 13 · Accepted 2024-10-11 16:47:45
Filing Documents
- sc13da1313459002_10112024.htm (SC 13D/A) — 225KB
- ex991to13da1313459002_101124.pdf (SC 13D/A) — 326KB
- 0000921895-24-002279.txt ( ) — 670KB
Purpose of Transaction
Item 4. Purpose of Transaction .
is hereby amended
Item 4 is hereby amended to add the following: On October 9, 2024, Murchinson delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”), in which, among other things, Murchinson (i) reminded the Issuer of its continued delay in holding this year’s Annual General Meeting of Shareholders (the “AGM”), (ii) expressed its concerns that, as part of the Board’s continued efforts to disenfranchise shareholders, it appears that the Board plans to hold the AGM at the latest day possible under Israeli law, and (iii) informed the Board that given the upcoming AGM and the Board’s history of concerning actions and apparent attempts to disenfranchise shareholders, Murchinson has requested to convert a portion of the ADSs held by Nomis Bay, BPY and the Managed Positions into Ordinary Shares (the “ADS Conversion”). In the Letter, Murchinson also notified the Board that it intends to submit certain proposals for inclusion on the agenda at the AGM, including (i) the nomination of two to three director candidates, (ii) the removal of one or more incumbent directors, and (iii) certain amendments to the Issuer’s Articles of Association, including an amendment regarding the need to obtain shareholder approvals for major transactions. To that end, Murchinson invited the Board to engage with Murchinson in good faith to ensure that the Issuer’s proxy materials for the AGM include the proposals Murchinson intends to submit in a manner that will ensure shareholders are presented with a clear agenda for the AGM. 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 incorporated herein by reference as Exhibit 99.1 hereto. The ADS Conversion is currently taking place; however, completion of such conversion is outside of the control of the Reporting Persons. As part of the ADS Conversion, Nomis Bay, B
Interest in the Securities of the Issuer
Item 5. Interest in the Securities of the Issuer .
(c) is hereby amended
Item 5(c) is hereby amended to add the following: Other than the ADS Conversion defined and described in Item 4 above, which is currently taking place, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.
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 Letter to the Board of Directors of the Issuer, dated October 9, 2024. 10 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: October 11, 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 11