Questions For NNDM

Nano Dimension shareholders have the right for their voices to be heard. From the moment Murchinson began to exercise our legal right as shareholders to call the upcoming Special Meeting, the Stern-led Board of Nano Dimension has consistently sought to sabotage it and prevent shareholders’ voices from being heard. 

We urge all shareholders to review the following questions and pose them to Mr. Stern and the Stern-led Board.


Do you agree that paying with Nano Dimension stock for acquisitions when it is trading below the cash value, is dilutive and unfair to current shareholders? Why won’t you commit to not using stock to pay for acquisitions while Nano Dimension shares trade below their cash value


Is it true that all four incumbent directors Murchinson is proposing to remove were appointed to the Board and have never actually been voted in by shareholders? Is it true that you, Oded Gera and Igal Rotem were reclassified? Were Oded Gera and Igal Rotem reclassified before they were supposed to stand for election by shareholders to a class with later election dates? What was the reason for the reclassifications besides seemingly dodging the vote of shareholders? 


What is wrong with Murchinson’s proposal to amend the Articles and allow shareholders, not just the Board, to fill vacancies? Don’t you think that shareholders are at least as entitled as the Board is to propose and appoint the directors who are supposed to look for their best interest?


You keep saying that Murchinson wants to ‘take over the Company’ and dismantle it. Do you have any proof of that or is this just a scare tactic? If Murchinson wanted to take over the Company in a hostile manner, wouldn’t it buy a lot of stock as quickly as possible rather than modestly going over 5%? Or wouldn’t it at least try to replace most of the Board instead of suggesting 2 nominees out of 7 (if all 4 are removed)?


The Company convened 7 shareholder meetings over 3 years, so what’s the big deal with holding this one and having the shareholders vote?


You keep insinuating that there is a “short-seller” pushing the stock down. What specific steps have you taken to prove this and identify the firm? Are you ever going to find that short-selling boogeyman, or just ask this question out loud, again and again, to deflect from the fact that you are underperforming?


Why are we “warned” by you not to vote in the special meeting that Murchinson called? What is the downside to us, the shareholders, from voting in the meeting, and allowing our voices to be heard?


Do you agree that it is an interesting coincidence that you bought DeepCube from two then-sitting Nano Dimension directors a month after the Board appointed you as a director and named you as Chairman? Isn’t it true that one of those directors was the chairman of DVTel while you were DVTel’s CEO and that he was a member of the Nano Dimension Compensation Committee that recommended that shareholders approve your service agreement?


Speaking of your service agreement, is it true that if there’s any change to the composition of the Board that you don’t approve of, you have the right to terminate the agreement and walk away with an immediate cash payment of $600,000 and a fully-paid 6-month advanced notice? Is it true your agreement was extended and that you said you would bring it to shareholders’ approval promptly? Why not bring it now?


Can you confirm that none of your family members work for or have worked at Nano Dimension or an affiliate of it?


If the cash value per share of the Company is more than $4 (which you said was one of the reasons that the Board rejected the Murchinson offer), why did you try to reprice your B warrants to an exercise price of $2.46?

  • How is lowering the exercise price of almost 28 million of your warrants good for us, the shareholders?
  • Don’t you think that reducing it from $6.16 to $2.46 sends us the message that you have no faith in the stock ever going to $6.16 or higher?
  • Aren’t you motivated enough by the millions of $0.75 warrants that you have and your annual salary of $600,000 before bonus, that you need to also reprice those B warrants?
  • And didn’t the proposed vesting terms of those warrants allow you to exercise 25% (close to 7 million warrants) as early as February 3, 2023?

On the last earnings call, why did you only take questions from your IR firm (EdisonGroup) and the analyst from the bank that led almost all of Nano Dimensions’ equity raises during your tenure (ThinkEquity)? Why didn’t you let shareholders get on the line to ask questions?


Is it true that your warrants have a cashless exercise feature that allows you to capture the value of exercising them without paying a single dollar? Do you think that increasing the value of those warrants by tens of millions of dollars is in appropriate proportion to an investment of just $50,000 by you?


Is it true that the proposals at the December 2022 shareholders meeting (that the Company called) to increase the cap on director indemnification to an effectively unlimited amount and to amend your warrants so generously were rejected by majorities of 85-90% among disinterested voters (meaning shareholders other than you or the directors)? Why didn’t you disclose the results of the vote beyond merely saying that the proposals were rejected?


Isn’t it true that in 2010, the Magal Security Systems Board published a letter to its shareholders saying that as Interim CEO of the Company, you indicated to certain employees that your “real intention was to cause a management buy-out where the shares of the Company would be purchased at a low price by management?” Was the Magal Security Systems Board lying, and if so, what consequences did it face for doing that?


Being CEO and President of a public company is a meaningful and relevant experience. How come your Magal tenure is not mentioned on your LinkedIn page or in any Nano Dimension web page or SEC filing? Why the omission?


Is it true that you live most of the time neither in Israel nor anywhere near Waltham, MA? Don’t you agree that you should spend most of your time, or at the very least a significant amount of your time, in one of the Company’s main headquarters?


Don’t you think that in light of your failure to successfully integrate acquisitions in an incremental manner, the last thing the Company needs now is to rush into a much bigger, “transformative” transaction as you recently stated?


Why do you keep comparing the stock performance to other companies while seemingly ignoring the fact that Nano Dimension is the only one trading under its cash value? Wouldn’t you agree that the price is supported by the cash balance? Of all the other stocks you have mentioned, isn’t it true that Nano Dimension is the only one with a negative enterprise value?


How come you are now “explaining” that trading below cash value is a natural feature of being a “high-tech growth company”, while just five months ago you said about the discount to cash: “I'm puzzled by this and obviously I'm frustrated like you ... You're right. The market is behaving erratically, ... if it goes down from below cash value and where it is, it's not good enough for me. Now the only company [among a group of 13 other AME names you referred to] that have is rated below, its cash value is out, is us.” So, is the discount a bug or a feature? Was the “high-tech growth company,” narrative concocted just now to deflect from the fact that the discount implies that the market thinks that you will burn about half the cash before we see any value back?


Why is Nano Dimension taking an activist position in Stratasys? What is your strategy there to generate a return for Nano Dimension shareholders? Is it similar to your unsuccessful Magal strategy? Why is Nano Dimension spending its time and money acting like an activist hedge fund and not focusing on 3D printing?