Nano Dimension Ltd.
(Nasdaq: NNDM),
a leading
Additively Manufactured Electronics (AME)/PE
(Printed Electronics) provider, announced
today that Yoav Stern, who joined the Company as President and
Chief Executive Officer in January 2020, is purchasing from the
Company a Series A warrant to buy up to 6,880,402 of the Company’s
ADSs for an aggregate exercise price of $5,160,302. The cost of the
warrant is $150,000. The warrant will vest over a period of two and
a half years and will have a term of seven years.
Simultaneously with his investment, Mr. Stern is
forfeiting options to purchase 29,050,000 Ordinary Shares
(pre-reverse split, or 581,000 on a post-reverse split basis) of
the Company, previously granted to him under the Nano Dimension
Ltd. Employee Stock Option Plan (2015).
Additional investment by Mr. Stern may occur in
the future, at any time after the initial closing date of the
warrant transaction, and so long as Mr. Stern is employed by the
Company or is a member of the Company’s board of directors. Mr.
Stern may invest an additional amount up to $50,000 to buy Series B
Warrants. The exercise price per ADS under the Series B
Warrant will be the average of the daily volume weighted average
price of the ADSs for the 10 consecutive trading days ending on the
trading day that is immediately prior to the date of the applicable
notice to purchase the Series B Warrants.
In a statement to the Company’s shareholders,
Mr. Stern commented: “My investment was proposed by me six months
ago when I joined the Company, but regulatory circumstances
requested shareholders’ approval, which was granted on July 7,
2020. It is important for me to align my interests with my
partners, the shareholders of Nano Dimension, by becoming an
investor like them. In addition, it is as important to me to
demonstrate my commitment to our devoted employees and forfeit all
of my stock options so that they will be available for allocation
to present and future teams, rather than myself.
Suffice it to say, that the structure of my
investment, which limits me from selling its entirety for at least
two and a half years, is an indication of my conviction in the
tremendous mid-and-long term upside in the value of the
Company.”
“The a posteriori question stemming from the
suffix of the statement above relates to business prognosis for the
short term. As I have stated in our last conference call on May 14,
2020, the revenue for Q2-2020 is expected to be close to zero. The
Covid-19 effects are specifically cardinal as they relate to abrupt
“hold-backs” on capital expenses. This is true even for our
prospects and customers that slowly start to operate again (mostly
in China and Europe, much less in the United States). In my
foray into an M&A search, with active help of Needham and Co.,
I can assure you that these phenomena are shared by the vast
majority of the companies which I have inspected, out of
approximately 50 companies that we have researched over the last 45
days. This is the bad news.
The good news is that contrary to most others in
the 3D-printed electronic industry, and thanks to your support, we
are positioned in the best possible way with enough cash that
enables flexibility.
We have made a decision in Nano Dimension: If
millions of dollars will be spent on go-to-market and sales and
marketing to increase revenue dramatically in the short term, it
will be a waste of time and money. The temporary-yet-prolonged
effects of the corona pandemic is a fact, and the will of
understandably confused and/or careful customers to invest in
breakthrough, new prototyping and fabrication technologies of
unique PCBs is dramatically hampered. We at Nano Dimension, cannot
stop the tsunami. But we have enough air to dive under it and
emerge in the mid-term as even clearer winners. Potentially, maybe
with a few other, “last men standing” effect.
We have already taken the following steps over
the last 45 days:
- Working assumptions have changed.
-
- We now assume that short-term negative economic effects of
Covid-19 will not subside until at least the end of Q1/2021.
- We assume that any efforts and resources in sales and marketing
will not show substantial enough results in the next 12
months.
- The long-term effect on our industry will be an increase demand
for technology like ours, which enables prototyping and short-runs
production of Hi-PEDS (High-Performance Electronic Devices)
on-the-ground in the West, at prices and time-to-market that are
competitive or superior to traditional multi-billion dollar PCB
manufacturing industry in the Far-East.
- Temporarily (assuming three to four quarters), we have change
priority: Only lightly investing in the commercial side of the
business (sales and marketing). Simultaneously, we are accelerating
our product and technology development, improving our competitive
position.
- We intend to emerge with three breakthrough product roadmap
achievements:
- Early 2021: DragonFly PIK (Performance
Improvement Kit) Machine.
- Short Term: DragonFly MARK (Manufacturing
And Reliability Kit
Incorporating advanced industrial/commercial materials’
specs).
- Mid-Term: Next-Gen
machine
I believe Nano Dimension will emerge out of the
Covid-19 saga with a reinforced competitive market position and
hence, growth potential will possibly manifest itself faster than
expected.
About Nano Dimension
Nano Dimension (Nasdaq: NNDM) is a provider
of intelligent machines for the fabrication of Additively
Manufactured Electronics (AME). High fidelity active electronic and
electromechanical subassemblies are integral enablers of autonomous
intelligent drones, cars, satellites, smartphones, and in
vivo medical devices. They necessitate iterative development, IP
safety, fast time-to-market and device performance gains, thereby
mandating AME for in-house, rapid prototyping
and production. Nano Dimension machines serve cross-industry
needs by depositing proprietary consumable conductive and
dielectric materials simultaneously, while concurrently
integrating in-situ capacitors, antennas, coils, transformers and
electromechanical components, to function at unprecedented
performance. Nano Dimension bridges the gap between PCB and
semiconductor integrated circuits. A revolution at the click of a
button: From CAD to a functional high-performance AME device in
hours, solely at the cost of the consumable materials. 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. For example, Nano Dimension is
using forward-looking statements in this press release when it
discusses that additional investment by Mr. Stern may occur in the
future, that the Company is positioned in the best possible way
with enough cash that enables flexibility, the effects of the
Covid-19 pandemic on the Company and its industry, the Company’s
intention to emerge with three breakthrough product roadmap
achievements, emerging out of the Covid-19 saga with a reinforced
competitive market position, and growth potential. 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 10, 2020, 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
CONTACT
Yael Sandler, CFO
| ir@nano-di.com
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