Report of Foreign Issuer (6-k)
July 07 2020 - 4:23PM
Edgar (US Regulatory)
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: July 2020
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
Results of the Annual and Extraordinary General Meeting of
Shareholders
On
July 7, 2020, Nano Dimension Ltd. (the “Company”), convened an Annual and Extraordinary General Meeting of Shareholders
(the “Meeting”).
The
Meeting was called for the following purposes:
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Discussion regarding the Company’s financial statements for the fiscal year ended December 31, 2019;
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Proposal No. 1
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To approve the appointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and until the next annual general meeting, and to authorize the Company’s Board of Directors to determine their compensation;
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Proposal No. 2
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To increase the Company’s registered share capital and to amend and restate the Company’s Articles of Association to reflect the same;
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Proposal No. 3
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To approve an Amendment to the Company’s Articles of Association with respect to a shareholders rights plan.
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Proposal No. 4
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To approve an Amendment to the Company’s compensation policy;
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Proposal No. 5
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To approve the terms of compensation of the Company’s President and Chief Executive Officer;
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Proposal No. 6
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To approve an investment by the Company’s President and Chief Executive Officer in a warrant transaction; and
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Proposal No. 7
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To approve a grant of options to the Company’s directors.
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The
Meeting was adjourned for one and a half hours due to lack of quorum. At the re-convened Meeting, a quorum was present and the
shareholders of the Company approved all agenda items as originally proposed, except for Proposal No. 3, which was not approved.
Articles of Association
Attached
hereto as Exhibit 99.1 is the Company’s Amended and Restated Articles of Association, which reflects the approval of Proposal
No. 2 above, and the one-for-50 reverse split of the Company’s ordinary shares that was effected on June 29, 2020.
This Form 6-K is incorporated
by reference into the registration statements on Form F-3 (File No. 333-217173, 333-233905 and 333-237668) 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.
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.
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Nano Dimension Ltd.
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(Registrant)
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Date: July 7, 2020
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By:
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/s/ Yael Sandler
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Name:
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Yael Sandler
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Title:
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Chief Financial Officer
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2
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