Sec Form 13D Filing - Murchinson Ltd. filing for NANO DIMENSION LTD SPONSORED A (NNDM) - 2023-03-06

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

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. 2)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)

 

March 6, 2023

(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         6,747,938*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,747,938*  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,495,877*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.2%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         4,048,763*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,048,763*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,048,763*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.6%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         2,699,176*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,699,176*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,699,176*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.0%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,747,939*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share 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         6,747,938*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         6,747,939*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,747,938*  
    10   SHARED DISPOSITIVE POWER  
           
          6,747,939*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,495,877*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

9

CUSIP No. 63008G203

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

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

 

Item 3 is hereby amended and restated to read as follows:

 The Shares purchased by Nomis Bay were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,048,763 Shares beneficially owned by Nomis Bay is approximately $12,077,430, including brokerage commissions.

The Shares purchased by BPY were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,699,176 Shares beneficially owned by BPY is approximately $8,050,946, including brokerage commissions.

The Shares held in the Managed Positions were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,747,938 Shares held in the Managed Positions is approximately $20,128,230, including brokerage commissions. 

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 6, 2023, the Proposing Shareholders released an investor presentation (the “Investor Presentation”) and issued a press release (the “Press Release”) explaining their view regarding why immediate change is necessary to the Issuer’s Board of Directors (the “Board”) ahead of the upcoming special general meeting of shareholders of the Issuer convened by the Proposing Shareholders and scheduled to be held on March 20, 2023 (the “Meeting”), with a voting deadline of 12:00 p.m. E.T. on March 13, 2023 for holders of the Issuer’s American Depositary Shares, including the share price underperformance, dismal corporate governance practices, lack of accountability and capital allocation missteps which have occurred under the watch of the Issuer’s management and incumbent Board. The Proposing Shareholders disclosed actions that may be taken to both increase shareholder value and foster a culture of accountability and transparency at the Issuer and detailed the qualifications of their two independent highly qualified nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, for appointment to the Board by the Issuer’s shareholders at the 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 5.Interest in the Securities of the Issuer.

Items 5 (a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator consisting of a multiple of (i) 12,907,044 Shares outstanding, as of November 8, 2022, which is 5.0% of the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 6-K filed with the SEC on November 8, 2022 and (ii) twenty.

10

CUSIP No. 63008G203

A.Nomis Bay
(a)As of the close of business on March 6, 2023, Nomis Bay beneficially owned 4,048,763 Shares.

Percentage: Approximately 1.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,048,763
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,048,763

 

(c)The transactions in the Shares by Nomis Bay since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
B.BPY
(a)As of the close of business on March 6, 2023, BPY beneficially owned 2,699,176 Shares.

Percentage: Approximately 1.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,699,176
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,699,176

 

(c)The transactions in the Shares by BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
C.EOM
(a)EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)EOM has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
D.Murchinson
(a)Murchinson, as the sub-investment advisor to each of Nomis Bay and BPY and the investment advisor to the Managed Positions, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay, (ii) 2,699,176 Shares owned by BPY and (iii) 6,747,938 Shares held through the Managed Positions.

11

CUSIP No. 63008G203

Percentage: Approximately 5.2%

(b)1. Sole power to vote or direct vote: 6,747,938
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 6,747,938
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Murchinson has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
E.Mr. Keyes
(a)Mr. Keyes, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Keyes has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Jagessar
(a)Mr. Jagessar, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Jagessar has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
12

CUSIP No. 63008G203

G.Ms. Carlebach
(a)Ms. Carlebach, as the director of EOM, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay and (ii) 2,699,176 Shares owned by BPY.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Ms. Carlebach has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
H.Mr. Bistricer
(a)Mr. Bistricer, as the Chief Executive Officer and Chief Investment Officer of Murchinson, may be deemed the beneficial owner of the (i) 4,048,763 Shares owned by Nomis Bay, (ii) 2,699,176 Shares owned by BPY and (iii) 6,747,938 Shares held through the Managed Positions.

Percentage: Approximately 5.2%

(b)1. Sole power to vote or direct vote: 6,747,938
2. Shared power to vote or direct vote: 6,747,939
3. Sole power to dispose or direct the disposition: 6,747,938
4. Shared power to dispose or direct the disposition: 6,747,939

 

(c)Mr. Bistricer has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.

 

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1Investor Presentation, dated March 6, 2023.
99.2Press Release, dated March 6, 2023.

13

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: March 6, 2023

 

  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

 

14

CUSIP No. 63008G203

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

NOMIS BAY LTD

 

Purchase of Common Stock 27,014 2.5500 02/13/2023
Purchase of Common Stock 30,000 2.5380 02/13/2023
Sale of Common Stock (13,251) 2.9680 02/15/2023

 

BPY LIMITED

 

Purchase of Common Stock 18,010 2.5500 02/13/2023
Purchase of Common Stock 20,000 2.5380 02/13/2023
Sale of Common Stock (8,834) 2.9680 02/15/2023

 

MURCHINSON LTD.

(Through the Managed Positions)

 

Purchase of Common Stock 27,014 2.5500 02/13/2023
Purchase of Common Stock 18,010 2.5500 02/13/2023
Purchase of Common Stock 30,000 2.5380 02/13/2023
Purchase of Common Stock 20,000 2.5380 02/13/2023
Sale of Common Stock (13,252) 2.9680 02/15/2023
Sale of Common Stock (8,834) 2.9680 02/15/2023