SC 13D/A 1 sc13da1513459002_11132024.htm AMENDMENT NO. 15 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)1

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 11, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Murchinson Ltd. |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Canada |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 7,775,000# |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 7,775,000# |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 15,550,000#* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 7.1% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | CO |

# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

2

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Nomis Bay Ltd |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Bermuda |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 4,665,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 4,665,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 4,665,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 2.1% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | CO |

* Includes (i) 3,600,000 Ordinary Shares and (ii) 1,065,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

3

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | BPY Limited |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Bermuda |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 3,110,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 3,110,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 3,110,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 1.4% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | CO |

* Includes (i) 400,000 Ordinary Shares and (ii) 2,710,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

4

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | EOM Management Ltd. |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Bermuda |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 7,775,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 3.5% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | CO |

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

5

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | James Keyes |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | United Kingdom |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 7,775,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 3.5% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

6

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Jason Jagessar |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Republic of Trinidad and Tobago |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 7,775,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 3.5% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

7

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Chaja Carlebach |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Switzerland |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | - 0 - |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 7,775,000* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 3.5% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

8

CUSIP No. 63008G203

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Marc J. Bistricer |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Canada |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 7,775,000# |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 7,775,000* |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 7,775,000# |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 7,775,000* |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 15,550,000#* |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 7.1% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

# Includes (i) 7,500,000 Ordinary Shares and (ii) 275,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

* Includes (i) 4,000,000 Ordinary Shares and (ii) 3,775,000 American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share).

9

CUSIP No. 63008G203

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (the “Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.

| Item 4. | Purpose of Transaction.

Item 4 is hereby amended to add the following:

Murchinson and certain funds it advises and/or sub-advises (collectively, the “Proposing Shareholders”) released an investor presentation (the “Investor Presentation”) detailing why they believe urgent change to the Issuer’s Board of Directors (the “Board”) is required to address the ongoing destruction of shareholder value, dilutive M&A transactions, misallocation of capital and egregious corporate governance practices at the Issuer. The Investor Presentation further details why it is critical that shareholders support the Proposing Shareholders’ proposals at the Issuer’s upcoming Annual General Meeting of Shareholders scheduled to be held on December 6, 2024 (the “Annual Meeting”), including the election of the Proposing Shareholders’ highly-qualified and independent nominees, Mr. Robert (Bob) Pons and Mr. Ofir Baharav, to the Board. The Proposing Shareholders believe Messrs. Pons and Baharav have the right skill sets and expertise to help restore accountability, address broken governance and drive shareholder value at the Issuer.

To that end, the Proposing Shareholders issued a press release on November 12, 2024 (the “Press Release”) announcing the Investor Presentation and encouraging shareholders to vote by November 27, 2024 to ensure their votes are counted at the Annual Meeting. The Investor Presentation and Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

| Item 7. | Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

| 99.1 | Investor Presentation

| 99.2 | Press Release

10

CUSIP No. 63008G203

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: November 13, 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