Murchinson Ltd. Amends Nano Dimension Stake Filing

TL;DR

Murchinson just updated their Nano Dimension filing again. Watch this space.

AI Summary

Murchinson Ltd. filed an amendment (No. 14) to its Schedule 13D on October 23, 2024, regarding its holdings in Nano Dimension Ltd. The filing indicates a change in the beneficial ownership of Nano Dimension's ordinary shares. Murchinson Ltd., based in Toronto, Canada, is the filer, with legal representation from Olshan Frome Wolosky LLP in New York.

Why It Matters

This amendment signals a potential shift in Murchinson Ltd.'s investment strategy or stake in Nano Dimension, which could influence the company's stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in control or strategy, impacting stock price and company direction.

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 counsel

FAQ

Key Financial Figures

• $30,017.50 — (as defined below), (i) Nomis Bay paid $30,017.50 in fees to the Bank of New York Mellon,
• $20,017.50 — ary (“BNYM”), (ii) BPY paid $20,017.50 in fees to BNYM, and (iii) Murchinson,
• $375,035 — n behalf of the Managed Positions, paid $375,035 in fees to BNYM. Item 4. Purpose of Tr
• $50,000 — has agreed to pay each of such nominees $50,000 in cash as a result of the submission b

Filing Documents

• sc13da1413459002_10232024.htm (SC 13D/A) — 228KB
• ex991to13da1413459002_102324.pdf (SC 13D/A) — 168KB
• ex992to13da1413459002_102324.htm (EX-99.2) — 13KB
• ex993to13da1413459002_102324.htm (EX-99.3) — 8KB
• 0000921895-24-002353.txt ( ) — 481KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended to add the following: In connection with the ADS Conversion (as defined below), (i) Nomis Bay paid $30,017.50 in fees to the Bank of New York Mellon, the depositary (“BNYM”), (ii) BPY paid $20,017.50 in fees to BNYM, and (iii) Murchinson, on behalf of the Managed Positions, paid $375,035 in fees to BNYM.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On October 22, 2024, Murchinson and certain funds it advises and/or sub-advises (collectively, the “Proposing Shareholders”), delivered a letter to the Issuer pursuant to Section 66(b) of the Israeli Companies Law, 1999 (the “AGM Demand”), demanding that the Issuer add to the agenda of the Annual General Meeting of Shareholders scheduled to be held on December 6, 2024 (the “Meeting”) various resolutions proposed by the Proposing Shareholders (the “Murchinson Proposed Resolutions”) to substantially improve the Issuer’s corporate governance and overhaul the Issuer’s Board of Directors (the “Board”), including resolutions to (i) elect two experienced and independent director nominees, Mr. Robert (Bob) Pons and Mr. Ofir Baharav (the “Murchinson Director Nominees”), as Class I directors, and (ii) amend certain provisions of the Issuer’s Amended and Restated Articles of Association (as amended, the “Articles”), including amendments to declassify the Board and require shareholder approval of major acquisition transactions. The Murchinson Proposed Resolutions, which were included as Exhibit B to the AGM Demand, are attached hereto as Exhibit 99.1 and are incorporated herein by reference. Given the Issuer’s history of concerning actions and apparent attempts to disenfranchise shareholders, including with respect to the 2023 Annual General Meeting of Shareholders (the “2023 AGM”), the Proposing Shareholders urge the Board to refrain from employing similar tactics at this year’s Meeting and properly include all of the Murchinson Proposed Resolutions on the agenda for the Meeting and in its revied proxy materials in accordance with the law. As previously disclosed in Amendment No. 13 to the Schedule 13D, the Reporting Persons were in the process of converting a portion of the ADSs held by Nomis Bay, BPY a

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, there have been no transactions in the Shares by the Reporting Persons since the filing of Amendment No. 13 to the Schedule 13D. 10 CUSIP No. 63008G203

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: Murchinson has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Murchinson Director Nominees pursuant to which it has agreed to indemnify such nominees against claims arising from the AGM Demand. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Murchinson has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Murchinson Director Nominees, pursuant to which it has agreed to pay each of such nominees $50,000 in cash as a result of the submission by Murchinson of the AGM Demand. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

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 exhibits: 99.1 Murchinson Proposed Resolutions. 99.2 Form of Indemnification Letter Agreement. 99.3 Form of Compensation Letter Agreement. 11 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 23, 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 12

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View this SC 13D/A filing on SEC EDGAR