{"url_path":"/sec/nndm/8-k/2026-06-17/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001104659-26-075126-index.html","accession_number":"0001104659-26-075126","cik":"0001643303","ticker":"NNDM","issuer_name":"Nano Dimension Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001104659-26-075126-index.html","primary_entity_key":"0001643303","primary_entity_name":"Nano Dimension Ltd."},"word_count":1026,"has_tables":true,"body_markdown":"**Item 7.01.**\n**Regulation FD Disclosure.**\n\n \n\nOn June 16, 2026, Nano Dimension Ltd. (“Nano”\nor the “Company”) issued a press release to provide additional information regarding its proposed business combination with\nInfinite Epigenetics, Inc. (the “Transaction”). A copy of the press release is furnished as Exhibit 99.1 to this current report\non Form 8-K.\n\n \n\nThe information contained in this Item 7.01 and\nin the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of Nano, whether made before or after the date\nhereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.\nThe information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section\n18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)\nof the Securities Act of 1933, as amended. \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 DEFINITIVE\nPROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, AS THEY WILL\nCONTAIN IMPORTANT INFORMATION.\n\n \n\nShareholders may obtain the proxy statement, any\namendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from\nthe 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 \n\n \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 10, 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\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."}