Sec Form 13D Filing - Murchinson Ltd. @ Nano Dimension Ltd.

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
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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. 8)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)

August 17, 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

NAME OF REPORTING PERSON

Murchinson Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

& #xA0;

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

7,500,000*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

7,500,000*

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,000,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.2%

TYPE OF REPORTING PERSON

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

^# Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

Nomis Bay Ltd

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

4,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

4,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,500,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

BPY Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

3,000,000*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

3,000,000*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%

TYPE OF REPORTING PERSON

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

CUSIP No. 63008G203

NAME OF REPORTING PERSON

EOM Management Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

&# xA0;

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,500,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.1%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

James Keyes

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,500,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.1%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

Jason Jagessar

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Trinidad and Tobago

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,500,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.1%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

Chaja Carlebach

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,500,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.1%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

Marc J. Bistricer

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

7,500,000*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

7,500,000*#

PERSON WITH

SOLE DISPOSITIVE POWER

7,500,000*

SHARED DISPOSITIVE POWER

7,500,000*#

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,000,000*#

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.2%

TYPE OF REPORTING PERSON

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

^#Includes 3,000,000 Ordinary Shares.

CUSIP No. 63008G203

NAME OF REPORTING PERSON

Phillip Borenstein

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

36,601*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

36,601*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,601*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

* Represents American Depositary Shares (“ADSs”) (each ADS represents one Ordinary Share) and includes 30,500 ADSs underlying certain call options.

CUSIP No. 63008G203

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the “Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 17, 2023, Murchinson and the other Proposing Shareholders released an investor presentation (the “Investor Presentation”) and issued a press release (the “Press Release”) detailing why they believe wholesale change to the Issuer’s Board of Directors (the “Board”) is urgently required to restore accountability, address broken governance and drive shareholder value at the Issuer. The Investor Presentation also details the Proposing Shareholders’ five-pillar plan to improve leadership, capital allocation and corporate governance at the Issuer, which they believe can only be accomplished through a reconstituted Board. The Proposing Shareholders therefore encourage the Issuer’s shareholders to support the Proposing Shareholders’ proposals to remove the Issuer’s incumbent directors, elect their independent nominees and improve corporate governance at the Issuer’s Annual General Meeting of Shareholders, scheduled for September 7, 2023 (with a voting cut-off set for August 31, 2023 at 12:00pm ET). The Proposing Shareholders believe their independent nominees, Karen Sarid, Robert Pons and Phillip Borenstein, who would join current non-voting directors Kenneth Traub and Dr. Joshua Rosensweig, have the right skill sets and expertise to put the Issuer on the path to shareholder value creation. 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 243,224,889 Shares outstanding, as of August 1, 2023, which is the total number of Shares outstanding as reported in the Form 144 filed by the Issuer’s Chief Executive Officer and Chairman Mr. Yoav Stern with the Securities and Exchange Commission on August 2, 2023.

Nomis Bay

(a)

As of the close of business on August 17, 2023, Nomis Bay beneficially owned 4,500,000 Shares.

Percentage: Approximately 1.9%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,500,000

(c)

Nomis Bay has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

BPY

(a)

As of the close of business on August 17, 2023, BPY beneficially owned 3,000,000 Shares.

CUSIP No. 63008G203

Percentage: Approximately 1.2%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,000,000

(c)

BPY has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

EOM

(a)

EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,500,000 Shares owned by Nomis Bay and (ii) 3,000,000 Shares owned by BPY.

Percentage: Approximately 3.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,500,000

(c)

EOM has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

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) 4,500,000 Shares owned by Nomis Bay, (ii) 3,000,000 Shares owned by BPY and (iii) 7,500,000 Shares held through the Managed Positions.

Percentage: Approximately 6.2%

(b)

1. Sole power to vote or direct vote: 7,500,000
2. Shared power to vote or direct vote: 7,500,000
3. Sole power to dispose or direct the disposition: 7,500,000
4. Shared power to dispose or direct the disposition: 7,500,000

(c)

Murchinson has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

Mr. Keyes

(a)

Mr. Keyes, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,500,000 Shares owned by Nomis Bay and (ii) 3,000,000 Shares owned by BPY.

Percentage: Approximately 3.1%

CUSIP No. 63008G203

(b)

(c)

Mr. Keyes has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

Mr. Jagessar

(a)

Mr. Jagessar, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,500,000 Shares owned by Nomis Bay and (ii) 3,000,000 Shares owned by BPY.

Percentage: Approximately 3.1%

(b)

(c)

Mr. Jagessar has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

Ms. Carlebach

(a)

Ms. Carlebach, as the director of EOM, may be deemed the beneficial owner of the (i) 4,500,000 Shares owned by Nomis Bay and (ii) 3,000,000 Shares owned by BPY.

Percentage: Approximately 3.1%

(b)

(c)

Ms. Carlebach has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

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) 4,500,000 Shares owned by Nomis Bay, (ii) 3,000,000 Shares owned by BPY and (iii) 7,500,000 Shares held through the Managed Positions.

Percentage: Approximately 6.2%

CUSIP No. 63008G203

(b)

(c)

Mr. Bistricer has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

Mr. Borenstein

(a)

As of the close of business on August 17, 2023, Mr. Borenstein beneficially owned 36,601 Shares, including 30,500 Shares underlying certain call options which are currently exercisable.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 36,601
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,601
4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Borenstein has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Investor Presentation, dated August 17, 2023.

99.2

Press Release, dated August 17, 2023.

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: August 18, 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

CUSIP No. 63008G203

	/s/ Phillip Borenstein
	Phillip Borenstein

Sec Form 13D Filing - Murchinson Ltd. filing for Nano Dimension Ltd. (NNDM) - 2023-08-18