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Section 1: 6-K (REPORT OF FOREIGN PRIVATE ISSUER)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of: February 2018 (Report No. 4)

 

Commission file number: 001-37600

 

NANO DIMENSION LTD.

(Translation of registrant’s name into English)

 

2 Ilan Ramon

Ness Ziona 7403635 Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒          Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____

 

 

 

 

 

CONTENTS

 

This Report of Foreign Private Issuer on Form 6-K consists of (i) the Registrant’s press release issued on February 14, 2018, announcing that it has entered into a reseller agreement with CDT Bilgi Teknolojileri, which is attached hereto as Exhibit 99.1; and (ii) the Registrant’s press release issued on February 14, 2018, announcing that it will report 2017 year end results on March 15, 2018, and further announcing selected preliminary unaudited estimates of financial results for 2017, which is attached hereto as Exhibit 99.2.

 

The first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached hereto as Exhibit 99.1, and the sections titled “2017 Preliminary Estimates of Financial Results” and “Forward-Looking Statements” in the press release attached hereto as Exhibit 99.2, are incorporated by reference into the registration statements on Form F-3 (File No. 333-217173) and Form S-8 (File No. 333-214520) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit No.

 

99.1   Press Release issued by Nano Dimension Ltd. on February 14, 2018, announcing that it has entered into a reseller agreement with CDT Bilgi Teknolojileri.
     
99.2   Press Release issued by Nano Dimension Ltd. on February 14, 2018, announcing that it will report 2017 year end results on March 15, 2018, and further announcing selected preliminary unaudited estimates of financial results for 2017.

  

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Nano Dimension Ltd.

(Registrant)

     
Date: February 14, 2018 By: /s/ Yael Sandler
  Name: Yael Sandler
  Title: Chief Financial Officer

 

 

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Section 2: EX-99.1 (PRESS RELEASE ISSUED BY NANO DIMENSION LTD. ON FEBRUARY 14, 2018, ANNOUNCING THAT IT HAS ENTERED INTO A RESELLER AGREEMENT WITH CDT BILGI TEKNOLOJILERI)

Exhibit 99.1

 

 

Nano Dimension Extends its EMEA 3D-Printed Electronics Market Coverage with Reseller in Turkey

 

NESS ZIONA, Israel, February 14, 2018 - Nano Dimension, a leading additive electronics provider (NASDAQ, TASE: NNDM), today announced that it has entered into a reseller agreement with CDT Bilgi Teknolojileri. CDT provides electronic design automation solutions to customers in Turkey, the Middle East and Central Asia. As part of the agreement, CDT will lease Nano Dimension’s DragonFly 2020 Pro 3D Printer, which will be used for demonstrations, as well as for training purposes.

 

The agreement underpins Nano Dimension’s growth strategy to build a global network of trusted partners, and enhances its position in emerging markets that present significant opportunities for growth.

 

Located in Istanbul, Turkey, CDT will promote, distribute and showcase Nano Dimension’s DragonFly 2020 Pro 3D Printer to electronics, defense, automotive, aerospace and manufacturing companies and research institutions in Turkey, Middle East and Central Asia. CDT solutions currently support electronic design, analysis, simulation and manufacturing processes, helping its customers to shorten the development cycle.

 

“With Turkey’s growth and CDT’s technical know-how and connection with a wide range of customers, this strategic agreement allows us to pursue this rapidly growing marketplace, reach a wide variety of industries, and contribute to the growth for Nano Dimension in EMEA,” said Amit Dror, CEO of Nano Dimension.

 

“Nano Dimension provides a unique solution to enable our customers to take control of their entire development cycle, shorten workflows, improve efficiencies and reduce time to market,” said Alpay Gogus, general manager CDT. “There is a very strong demand from our customers to realize the benefits of additive manufacturing of electronics and overcome the challenges of hardware development, and we believe Nano Dimension is key to the solution.”

 

Nano Dimension’s DragonFly 2020 Pro 3D Printer is shaping the electronic additive manufacturing market by empowering companies to take control of their entire development cycle. The award-winning system enables the 3D-printing of functional electronics such as sensors, conductive geometries, antennas, molded connected devices, printed circuit board and other devices.

 

About Nano Dimension

Nano Dimension (TASE: NNDM, NASDAQ: NNDM) is a leading additive manufacturing company that is disrupting, shaping and defining the future of how electronics are made. With its unique 3D printing technologies, Nano Dimension is targeting the growing demand for electronic devices that require increasingly sophisticated features and rely on printed circuit boards (PCBs). Demand for circuitry, including PCBs - which are the heart of every electronic device - covers a diverse range of industries, including consumer electronics, medical devices, defense, aerospace, automotive, IoT and telecom. These sectors can all benefit greatly from Nano Dimension’s 3D printed electronics solutions for rapid prototyping and short-run manufacturing. For more information, please visit www.nano-di.com.

 

 

 

 

 

About CDT

CDT is the leading electronic design automation solutions provider in Turkey, Middle East and Central Asia.  CDT solutions support electronic design, analysis, simulation as well as manufacturing processes and enable companies achieve Industry 4.0 objectives. The comprehensive CDT portfolio covers PCB, FPGA/ASIC, and cabling design, PCB manufacturing and reliability engineering.

 

CDT serves global and regional leaders in electronics, telecommunications, defense, automotive, aerospace and manufacturing industries where it combines decades of experience, deep technology expertise and uncompromising professionalism to offer services from training to consulting and technical support to custom solution configuration. For more information please visit www.cdtas.com.tr.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses that CDT will promote, distribute and showcase Nano Dimension’s DragonFly 2020 Pro 3D Printer to electronics, defense, automotive, aerospace and manufacturing companies and research institutions in Turkey, Middle East and Central Asia, and that the strategic agreement will allow Nano Dimension to pursue the rapidly growing marketplace, reach a wide variety of industries, and contribute to significant growth for Nano Dimension in EMEA. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 7, 2017, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third party websites.

 

NANO DIMENSION INVESTOR RELATIONS

Miri Segal-Scharia, CEO, MS-IR LLC | 917-607-8654 | msegal@ms-ir.com

 

NANO DIMENSION PR CONTACT

Galit Beck, Public Relations Manager | 972-542539495 | galit@nano-di.com

 

 

 

 

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Section 3: EX-99.2 (PRESS RELEASE ISSUED BY NANO DIMENSION LTD. ON FEBRUARY 14, 2018, ANNOUNCING THAT IT WILL REPORT 2017 YEAR END RESULTS ON MARCH 15, 2018, AND FURTHER ANNOUNCING SELECTED PRELIMINARY UNAUDITED ESTIMATES OF FINANCIAL RESULTS FOR 2017)

Exhibit 99.2

 

 

 

Nano Dimension to Report 2017 Year End Results on March 15, 2018

 

Conference call to be held at 9:00 a.m. ET

 

Company announces selected preliminary unaudited estimates of financial results for 2017

 

Ness Ziona, Israel, February 14, 2018 – Nano Dimension Ltd., a leader in the field of 3D Printed Electronics (NASDAQ, TASE: NNDM), announced today that it plans to hold a conference call and simultaneous webcast on Thursday, March 15, 2018, at 9:00 a.m. ET, to discuss its financial results for the fourth quarter and full year 2017.

 

To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your calls five minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number.

 

U.S. Dial-in Number:

1-866-777-2509

 

INTERNATIONAL Dial-in Number:

1-412-317-5413

 

Israel Toll Free Dial-in Number:

1-80-9212373

 

At:

9:00 a.m. Eastern Time

6:00 a.m. Pacific Time

4:00 p.m. Israeli Time

 

Participants can register for the conference call by navigating to http://dpregister.com/10117242. The conference call will also be webcast live from the Investor Relations section of Nano Dimension's website. A replay will be available one hour after the end of the conference call.

 

Participants will be required to state their name and company upon entering the call. To access the replay from within the U.S., please dial (toll free): 1-877-344-7529 or internationally: 1-412-317-0088 and use the replay conference ID number: 10117242. To access the replay using an international dial-in number, please select the link: https://services.choruscall.com/ccforms/replay.html

 

Nano Dimension Ltd. also announced today selected preliminary unaudited estimates of financial results for the full year and fourth quarter of 2017. The anticipated results presented in this release are based on preliminary financial data and are subject to change until the year-end financial reporting and audit process is complete.

 

2017 Preliminary Estimates of Financial Results

 

The company expects to report estimated total revenues of approximately $861,000 (NIS 2,984,000) for fiscal year 2017. Total revenues for the fourth quarter of 2017 are estimated to be approximately $440,000 (NIS 1,525,000), compared to $143,000 (NIS 506,000) in the third quarter of 2017 and $46,000 (NIS 175,000) in the fourth quarter of 2016.
   
As a part of its preparations and actual commencement of commercial shipments of its new DragonFly 2020 Pro during 2017, the company increased its work in progress and finished goods inventory and ended the year with combined inventory of more than $2 Million. The company expects this inventory to convert to revenue in the ordinary course during the coming periods. 
   
The Company  ended the fourth quarter of 2017 with $6,103,000 (NIS 21,159,000) of available cash on hand.

 

 

 

 

About Nano Dimension Ltd.

 

Nano Dimension (TASE: NNDM, NASDAQ: NNDM) is a leading additive manufacturing company that is disrupting, reshaping, and defining the future of how electronics are made. With its unique 3D printing technologies, Nano Dimension is targeting the growing demand for electronic devices that require increasingly sophisticated features and rely on printed circuit boards (PCBs). Demand for circuitry, including PCBs - which are the heart of every electronic device - covers a diverse range of industries, including consumer electronics, medical devices, defense, aerospace, automotive, IoT and telecom. These sectors can all benefit greatly from Nano Dimension’s 3D printed electronics solutions for rapid prototyping and short-run manufacturing. For more information, please visit www.nano-di.com.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, we are using forward-looking statements when we discuss preliminary unaudited estimates of financial results. Though these preliminary results are what we currently expect to report as part of our final results, they may change as we complete our year-end process and audit. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 7, 2017, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 

 

NANO DIMENSION PR CONTACT

Galit Beck, Public Relations Manager | 972-542539495 | galit@nano-di.com

 

NANO DIMENSION PR CONTACT

Miri Segal-Scharia, CEO, MS-IR LLC | 917-607-8654 | msegal@ms-ir.com

 

 

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