Nano Dimension Ltd. 8-K

What Happened

• Nano Dimension Ltd. announced on February 2, 2026 that its Board adopted a Rights Agreement (filed on Form 8-K) designed to protect holders of its American Depositary Shares (ADSs). The Board authorized issuing one special purchase right (a “Right”) for each ADS outstanding at the close of business on February 13, 2026. The Rights are intended to dilute any person or group that becomes an “Acquiring Person” by obtaining beneficial ownership of 9.99% or more of the company’s outstanding ordinary shares.

Key Details

• Rights issuance date: tied to ADSs outstanding at close of business on February 13, 2026; Rights initially trade with ADSs and later separate on a Distribution Record Date.
• Trigger threshold: a person/group becomes an “Acquiring Person” at 9.99% beneficial ownership (subject to specified exceptions).
• Exercise terms: after the Rights become exercisable, each Right allows purchase of one ADS at $0.01 per ADS; Rights expire on February 1, 2027.
• Board powers: the Board can redeem Rights before a trigger, exchange Rights for ADSs after a trigger (generally one ADS per Right), adjust for stock splits/dividends, and amend the agreement (with limits after a trigger).

Why It Matters

• For investors, this is a takeover-defense measure (commonly called a “poison pill”) aimed at forcing potential acquirers to negotiate with the Board rather than build a large stake quietly. It can materially dilute an investor who crosses the 9.99% threshold, affecting the economics of any unsolicited accumulation of shares. The Rights Agreement does not change current voting or dividend rights for ADS holders until the Rights are triggered and exerciseable.