Nano Dimension Ltd. (NASDAQ: NNDM) issued a letter to shareholders opposing activist investor Murchinson Ltd.'s latest proxy campaign, which seeks to replace three of the company's five directors.

The Waltham, Massachusetts-based company said Murchinson filed an amended Schedule 13D seeking to replace directors Robert Pons and Dr. Joshua Rosensweig, both previously nominated by Murchinson itself, along with Chief Executive Officer David Stehlin. The board characterized this as an attempt by Murchinson to gain control without paying shareholders a control premium.

Nano Dimension's board currently includes three directors initially supported by Murchinson: Pons, Rosensweig, and Phillip Borenstein, who joined in December 2025. Director Andy Sriubas indicated he would not serve on a board controlled by Murchinson, according to the company.

The board stated it invited Murchinson to present a strategic plan for the company but received no response. The company also said it offered Murchinson founder Marc Bistricer a board seat subject to a cooperation agreement, but he did not respond.

Nano Dimension said it is conducting a strategic alternatives review process with financial advisors that is expected to conclude soon. The company reported efforts to reduce cash burn, monetize non-core assets, and evaluate opportunities to unlock value from its balance sheet and technology portfolio.

The letter noted that director Phillip Borenstein requested public disclosure that he disagrees with the content of the shareholder communication. Four directors signed the letter: Rosensweig, Stehlin, Sriubas, and Pons.

The company plans to file a proxy statement with the Securities and Exchange Commission for an extraordinary general meeting of shareholders related to the proxy contest.