{"url_path":"/sec/nndm/8-k/2026-06-15/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001104659-26-073776-index.html","accession_number":"0001104659-26-073776","cik":"0001643303","ticker":"NNDM","issuer_name":"Nano Dimension Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001104659-26-073776-index.html","primary_entity_key":"0001643303","primary_entity_name":"Nano Dimension Ltd."},"word_count":2552,"has_tables":true,"body_markdown":"** Item\n7.01.**\n\n**Regulation\nFD Disclosure.**\n\n \n\nOn June 15, 2026, Nano Dimension Ltd. (“Nano”\nor the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with Infinite Epigenetics, Inc. (“Infinite”)\nsetting forth certain material terms of a proposed business combination (the “Transaction”) between Nano and Infinite.\n\n \n\nPursuant to the Term Sheet and subject to the\nexecution of definitive documentation (the “Definitive Agreement”), Nano or a successor public company would acquire all\nof the issued and outstanding equity interests of Infinite in exchange for an aggregate number of ordinary shares of Nano (or American\nDepository Shares representing the same) to be calculated based upon the exchange ratio described below. The Transaction may be structured\nas a merger, consolidation or otherwise, and will be mutually agreed upon between Nano and Infinite.\n\n \n\nAfter giving effect to the Transaction, the equity\nholders of (a) Infinite immediately prior to the closing of the Transaction (including all option holders, warrant holders and convertible\nnoteholders) would own a percentage of the equity of Nano, on a fully diluted basis, equal to the value ascribed to Infinite immediately\nprior to the Transaction divided by the value of Nano immediately after giving effect to the Transaction, and (b) Nano immediately prior\nto the closing of the Transaction (including in-the-money option holders and in-the-money warrant holders) would own a percentage of\nthe equity of Nano, on a fully diluted basis, that is equal to the value ascribed to Nano immediately prior to the Transaction divided\nby the value of Nano immediately after giving effect to the Transaction. The equity holders of Nano immediately prior to the closing\nof the Transaction are expected to retain a meaningful minority ownership interest in Nano after giving effect to the Transaction.\n\n \n\nFor purposes of determining the ownership percentages\nset forth above, the valuation of (a) Infinite will be $890 million, less the Premium (as defined below), and (b) Nano will be equal to\nthe sum of (i) 100% percent of Nano’s actual Net Cash (as defined in the Term Sheet) at the closing of the Transaction, plus (ii)\na 20% premium of such amount (the “Premium”), plus (iii) an agreed upon valuation for Essemtec (estimated to be $20 million)\nand other remaining assets of Nano.\n\n \n\nIn addition, the Term Sheet contemplates a mechanism\nby which equity holders of Nano immediately prior to the closing of the Transaction would be entitled to benefit from any post-closing\ndisposition of Nano’s legacy assets, businesses, technology and intellectual property and financial assets that are not taken into\naccount in connection with determination of Net Cash (collectively, the “Legacy Assets”).\n\n \n\nThe Term Sheet provides that after giving effect\nto the consummation of the Transaction, the board of directors of Nano would be comprised of seven members, with Infinite having the\nright to designate four members of the board of directors; provided, that if, after giving effect to the consummation of the Transaction,\nthose equity holders of Infinite immediately prior to giving effect to the consummation of the Transaction would own greater than 55%\nof Nano on a fully-diluted basis, then Infinite would have the right to designate five members of the board of directors.\n\n \n\nPursuant to the Term Sheet, in the event that\nthe Definitive Agreement is not executed by the parties prior to the date of the conclusion of the next Nano Extraordinary General Meeting\n(the “EGM Date”), Nano will reimburse Infinite for its reasonable and documented out-of-pocket expenses of its legal counsel\nand accountants related to the Transaction up to an aggregate of $3 million; provided that Nano will only be required to reimburse Infinite\nfor such expenses if (a) Infinite is ready, willing and able to execute the Definitive Agreement prior to the EGM Date on terms that\nare substantially the same as the terms set forth in the Term Sheet, and (b) Infinite has not, directly or indirectly, taken action or\nfailed to act that materially contributed to causing the failure of the Definitive Agreement to be executed by the parties. If the Definitive\nAgreement is not executed by the EGM Date, the date on which Nano is required to reimburse Infinite may be extended if Infinite elects\nto continue to negotiate in good faith.\n\n \n\nThe Term Sheet contains a binding exclusivity\nprovisions pursuant to which, for a period of 30 days, each of Nano and Infinite have agreed not to, directly or indirectly, (a) solicit,\nknowingly facilitate or knowingly encourage or induce the submission of any Acquisition Proposal (as defined in the Term Sheet), (b)\nparticipate in any discussions or negotiations regarding an Acquisition Proposal, or (c) approve or enter into a binding or non-binding\nagreement with any other person or entity to do or seek to do any of the foregoing or consummate any transaction that is the subject\nof any Acquisition Proposal. However, the exclusivity provision does not prohibit or in any other way affect Nano’s ability dispose\nof any of the Legacy Assets.\n\n \n\n \n\n \n\n \n\nThe foregoing description of the Term Sheet and\nthe transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Term Sheet,\nwhich is furnished as Exhibit 99.1 hereto.\n\n \n\nOn June 15, 2026, Nano issued a press release\nand made available an investor presentation with respect to the execution of the Term Sheet. Additionally, on June 15, 2026, Nano and\nInfinite held a joint conference call and webcast with respect to the execution of the Term Sheet. A copy of the press release, the investor\npresentation and the transcript of the conference calls is furnished as Exhibits 99.2, 99.3 and 99.4 to this current report on Form 8-K,\nrespectively.\n\n \n\nThe information contained in this Item 7.01 and\nin the accompanying Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be incorporated by reference into any filing of Nano, whether made before\nor after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific\nreference to such filing. The information in this Item 7.01 and the accompanying Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be deemed\nto be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to\nthe liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended\n\n \n\n**Forward Looking Statements**.\n\n \n\nThis current report on Form 8-K contains forward-looking\nstatements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements\nregarding expectations on the timing, structure, economics and success of the Transaction, and all other statements other than statements\nof historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will\nor may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,”\n“expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,”\n“endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,”\n“may,” “could,” “should,” “will,” “would,” “continue,” “likely,”\nor the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such\nstatements are based on management’s beliefs and assumptions made based on information currently available to management. These\nforward-looking statements involve known and unknown risks and uncertainties, which may cause Nano’s actual results and performance\nto be materially different from those expressed or implied in the forward-looking statements. Accordingly, Nano cautions shareholders\nthat any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and\nuncertainties that are difficult to predict. The forward-looking statements contained or implied in this communication are subject to\nother risks and uncertainties, including, but not limited to (i) the risk that Nano and Infinite are unable to negotiate and enter into\na definitive agreement for the Transaction; (ii) the risk that the conditions to the closing (including any necessary shareholder approvals)\nare not satisfied; (iii) uncertainties as to the timing of the consummation of the Transaction and the ability of each of Nano and Infinite\nto consummate the Transaction; (iv) effect of the announcement of the Transaction on the ability of Nano and Infinite to continue to\noperate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (v) risks related\nto the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the Transaction;\n(vi) changes in the exchange ratio that could cause Nano’s shareholders and Infinite’s stockholders to own more or less of\nthe combined company than is currently anticipated; (vii) risks related to the market price of Nano’s shares relative to the value\nsuggested by the Term Sheet; (viii) unexpected costs, charges or expenses resulting from the Transaction; (ix) the potential for the\noccurrence of any event, change or other circumstance or condition that could give rise to the termination of the Term Sheet, the Definitive\nAgreement and the other agreements entered into in connection therewith; (x) the possibility that Nano shareholders may never receive\nany proceeds in respect of the Legacy Assets; (xi) changes in demand for Nano’s or Infinite’s products and services; (xii)\nglobal market, political and economic conditions, and conditions in the countries in which Nano and Infinite operate; (xiii) the impact\nof changes in law and government regulations; (xiv) competition in the epigenetics health industry; (xv) the risk of litigation, including\nany proceedings that may be instituted against Nano or Infinite related to the Transaction; (xvi) the impact of rapid technological change\nin the epigenetics health industry; and (xvii) those discussed under the heading “Risk Factors” in Nano’s annual report\non Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”)\non March 31, 2026, and in any subsequent filings with the SEC.\n\n \n\nExcept as otherwise required by law, Nano undertakes\nno obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date\nhereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and\nthe information contained on such websites is not incorporated by reference into this communication.\n\n \n\n \n\n \n\n \n\n**Additional Information and Where to Find It**\n\n \n\nThe Company has filed a preliminary proxy statement\nand intends to file a proxy statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for an extraordinary\ngeneral meeting of shareholders that will include, among other proposals, a proposal to approve on a non-binding advisory basis a resolution\nregarding the continuation of Nano Dimension’s strategic alternatives review process including any related transaction approved\nby the Board (the “Extraordinary General Meeting”). THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE\nDEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE,\nAS THEY WILL CONTAIN IMPORTANT INFORMATION.\n\n \n\nShareholders may obtain the proxy statement,\nany amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge\nfrom the SEC’s website at www.sec.gov.\n\n \n\nThis current report on Form 8-K may be deemed\nto be solicitation material in respect of the Transaction. In connection with the Transaction, upon execution of the Definitive Agreement\nand pursuant to the terms thereof, Nano expects to file with the SEC a registration statement on Form S-4 that will contain a proxy statement\nof Nano that will constitute a prospectus with respect to Nano’s securities to be issued in the Transaction (the “Proxy Statement/Prospectus”).\nNano may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Proxy Statement/Prospectus\nor any other document which Nano may file with the SEC. INVESTORS AND SECURITYHOLDERS OF NANO AND INFINTE ARE URGED TO READ THE PROXY\nSTATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY NANO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS\nTO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED\nMATTERS. Following the execution of the Definitive Agreement, if at all, Nano shareholders and Infinite stockholders will also be able\nto obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Nano,\nInfinite and the Transaction that will be filed with the SEC by Nano through the website maintained by the SEC at www.sec.gov. Following\nthe execution of the Definitive Agreements, if at all, copies of the documents filed with the SEC by Nano will also be available free\nof charge on Nano’s website at https://investors.nano-di.com/sec-filings-1/default.aspx or by contacting Nano’s investor\nrelations department by email at ir@nano-di.com.\n\n \n\n**Participants in the Solicitation**\n\n** **\n\nThe Company, the President, Chief Executive Officer\nand Director, David Stehlin, and each of its non-employee directors (namely, Robert Pons; Phillip Borenstein; Dr. Joshua Rosensweig and\nAndrew Sriubas) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the\nsolicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Extraordinary General\nMeeting. Information about the compensation of our non-employee Directors is set forth in the sections titled “Director Compensation”\nand “Director Compensation Table” in the Company’s Annual Report, at pages 54-56, and is available here. Information\nabout the compensation of our President, Chief Executive Officer, and Director, David Stehlin, is set forth in the section titled “Executive\nCompensation” in the Annual Report, at pages 56-64, and is available here. Information regarding the participants’\nholdings of the Company’s securities can be found in the section titled “Security Ownership of Certain Beneficial Owners\nand Management and Related Shareholder Matters” in the Company’s Annual Report on pages 64-65 and is available here,\nand as updated in the filings referenced below. Supplemental information regarding the participants’ holdings of the Company’s\nsecurities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on May 29, 2026 for Mr. Stehlin\n(available here) and June 12, 2026 (available here). Such filings are available on the Company’s website at https://investors.nano-di.com/sec-filings-1/default.aspx\nor through the SEC’s website via the links referenced above.\n\n \n\nUpdated information regarding the participants’\ndirect or indirect interests, by security holdings or otherwise, is set forth in the Company’s preliminary proxy statement on Schedule\n14A and will be set forth in the Company’s definitive proxy statement and other materials to be filed with the SEC in connection\nwith the Extraordinary General Meeting.\n\n \n\n \n\n \n\n \n\nNano and its directors and executive officers\nmay be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation\nof proxies from Nano’s shareholders in connection with the Transaction. Information regarding the persons who may, under SEC rules,\nbe deemed participants in the solicitation of proxies from Nano’s shareholders in connection with the Transaction will be set forth\nin the Proxy Statement/Prospectus on Form S-4 for the Transaction, which is expected to be filed with the SEC by Nano if Nano and Infinite\nenter into the Definitive Agreement. Investors and securityholders of Nano and Infinite are urged to read the Proxy Statement/Prospectus\nand other relevant documents that, if Nano and Infinite enter into the Definitive Agreement, will be filed with the SEC by Nano carefully\nand in their entirety when they become available because they will contain important information about the Transaction."}