Anson Funds Cuts NNDM Stake to 4.2 % in Final 13D Exit Filing

Q: How much of Nano Dimension (NNDM) does Anson Funds currently own?

The filing reports 9,057,952 ADSs , equal to 4.2 % of outstanding shares .

Q: Why did Anson Funds file Amendment No. 6 to Schedule 13D?

Their ownership dropped below the 5 % threshold , requiring a final amendment and allowing them to exit 13D reporting.

Q: What was the total cost of Anson鈥檚 NNDM purchases?

Approximately $24,869,497.71 in aggregate, excluding commissions.

Q: Do the reporting persons still hold derivative agreements on NNDM?

No. All previously reported derivatives have been closed according to Item 6.

Q: Will Anson Funds continue to file 13D updates on NNDM?

Not unless their ownership rises back above 5 % ; this is their exit filing .

[SCHEDULE 13D/A] Nano Dimension Ltd. American SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Anson Funds Management LP and related entities filed Amendment No. 6 (exit filing) to their Schedule 13D on Nano Dimension Ltd. (NASDAQ: NNDM) dated 11 July 2025 and signed 14 July 2025.

The reporting group 鈥� Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and individuals Tony Moore, Amin Nathoo and Moez Kassam 鈥� now report beneficial ownership of 9,057,952 ordinary shares (represented by the same number of ADSs), equivalent to 4.2 % of the 217,283,476 shares outstanding as of 30 April 2025. Because the ownership has fallen below the 5 % threshold, this amendment constitutes their final 鈥渆xit鈥� filing.

Key details:

Voting / dispositive power: 0 shares sole; 9,057,952 shares shared (both voting and dispositive).
Acquisition cost: approximately $24.87 million of fund working capital (exclusive of commissions) was used to purchase the ADSs through open-market transactions.
Derivative exposure: The funds no longer hold the derivative agreements disclosed in the previous amendment.

The filing amends and restates Items 3 and 5(a)-(c), (e), and supplements Item 6 of the original Schedule 13D first filed 10 March 2023.

Positive

Continued holding: Anson retains 9.06 million ADSs, showing ongoing financial commitment to NNDM.
Position fully funded with working capital: Approximately $24.87 million invested, indicating capacity and willingness to deploy capital without leverage.

Negative

Stake reduced below 5 %: Exit filing signals diminished activist influence and may be perceived as waning confidence.
Derivative positions eliminated: Removal of prior derivatives could indicate a strategic pullback in engagement.

Insights

TL;DR: Anson鈥檚 stake drops to 4.2 %, triggering a final 13D exit; signals reduced activist leverage.

The amendment confirms Anson Funds now owns 9.06 million ADSs (4.2 %), down from the >5 % level that previously required a full Schedule 13D. Open-market purchases totaled roughly $24.9 million, implying an average cost near $2.75 per ADS. The exit filing means future ownership changes below 5 % will no longer mandate public 13D updates, potentially reducing transparency into Anson鈥檚 trading. Relinquishing prior derivative agreements also simplifies the position. For investors, the diminished stake could lessen perceived activist pressure on Nano Dimension鈥檚 board and strategy, a mild negative for shareholders expecting continued engagement.

TL;DR: Exit filing ends Anson鈥檚 13D obligations, lowering external governance scrutiny on NNDM.

By falling below the 5 % threshold, Anson Funds is no longer deemed a 鈥渂eneficial owner鈥� subject to continuous 13D amendments. The loss of formal activist status may ease pressure on Nano Dimension鈥檚 management regarding strategic initiatives and capital allocation previously highlighted by Anson. Investors tracking governance catalysts should note that future influence from Anson will now be informal and less visible. While the group still holds a meaningful minority stake, its ability to rally other shareholders could decline without the disclosure platform a 13D provides.

07/14/2025 - 05:42 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares, NIS 5.00 par value

(Title of Class of Securities)

63008G203

(CUSIP Number)

Tony Moore
Anson Funds Management LP, 16000 Dallas Parkway, Suite 800
Dallas, TX, 75248
214-866-0202

Ele Klein & Adriana Schwartz
Schulte Roth & Zabel LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/11/2025

(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 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares, NIS 5.00 par value

(b)

Name of Issuer:

Nano Dimension Ltd.

(c)

Address of Issuer's Principal Executive Offices:

2 ILAN RAMON, NESS ZIONA, ISRAEL , 7403635.

Item 1 Comment:

This Amendment No. 6 ("Amendment No. 6") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on March 10, 2023 (as amended from time to time, the "Schedule 13D"). This Amendment No. 6 amends and restates Items 3 and 5(a)-(c), and (e) and supplements Item 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.

Item 3.

Source and Amount of Funds or Other Consideration

The ADSs representing the Ordinary Shares reported herein as being beneficially owned by the Reporting Persons were purchased using working capital of the Funds. An aggregate of approximately $24,869,497.71 (excluding brokerage commissions) was used to purchase ADSs representing Ordinary Shares reported as beneficially owned by the Reporting Persons in this Schedule 13D. Such securities were acquired through open market purchases.

Item 5.

Interest in Securities of the Issuer

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 217,283,476 shares outstanding as of April 30, 2025, as reported in Issuer's Report of Foreign Private Issuer on Form 20-F filed with the Securities and Exchange Commission on May 12, 2025.

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)

The transactions by the Reporting Persons in the ADSs of the Issuer since the filing of Amendment No. 5, which were all in the open market, are set forth in Schedule A. In addition, on July 11, 2025.

(e)

July 11, 2025

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The Funds no longer hold the Derivative Agreements previously reported in Amendment No. 5 of the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	By: Anson Management GP LLC, General Partner, By: Tony Moore, Manager
Date:	07/14/2025

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	07/14/2025

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Individually
Date:	07/14/2025

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo and Moez Kassam
Name/Title:	Amin Nathoo and Moez Kassam, Directors
Date:	07/14/2025

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Individually
Date:	07/14/2025

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Individually
Date:	07/14/2025

Source:

FAQ

How much of Nano Dimension (NNDM) does Anson Funds currently own?

The filing reports 9,057,952 ADSs, equal to 4.2 % of outstanding shares.

Why did Anson Funds file Amendment No. 6 to Schedule 13D?

Their ownership dropped below the 5 % threshold, requiring a final amendment and allowing them to exit 13D reporting.

What was the total cost of Anson鈥檚 NNDM purchases?

Approximately $24,869,497.71 in aggregate, excluding commissions.

Do the reporting persons still hold derivative agreements on NNDM?

No. All previously reported derivatives have been closed according to Item 6.

Will Anson Funds continue to file 13D updates on NNDM?

Not unless their ownership rises back above 5 %; this is their exit filing.

AG真人官方

[SCHEDULE 13D/A] Nano Dimension Ltd. American SEC Filing

Insights

FAQ

How much of Nano Dimension (NNDM) does Anson Funds currently own?

Why did Anson Funds file Amendment No. 6 to Schedule 13D?

What was the total cost of Anson鈥檚 NNDM purchases?

Do the reporting persons still hold derivative agreements on NNDM?

Will Anson Funds continue to file 13D updates on NNDM?

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[SCHEDULE 13D/A] Nano Dimension Ltd. American SEC Filing

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Financial Analyst neutral

Corporate Governance Expert negative

FAQ

How much of Nano Dimension (NNDM) does Anson Funds currently own?

Why did Anson Funds file Amendment No. 6 to Schedule 13D?

What was the total cost of Anson鈥檚 NNDM purchases?

Do the reporting persons still hold derivative agreements on NNDM?

Will Anson Funds continue to file 13D updates on NNDM?

NASDAQ:NNDM

NNDM Rankings

NNDM Latest News

NNDM Latest SEC Filings

NNDM Stock Data