Nano Dimension Ltd. (NASDAQ: NNDM) issued a letter to shareholders urging them to vote against proposals by activist investor Murchinson Ltd. at an Extraordinary General Meeting scheduled for July 31, 2026.

Murchinson is seeking to replace three of the company's five directors. Nano Dimension's board warned that if Murchinson's proposals pass, and given that a fourth director has publicly stated he would resign if Murchinson gains control, Murchinson would effectively control 100% of the board through its newly appointed directors and one existing director it nominated who the board says remains aligned with Murchinson's interests.

The board rejected several demands it attributed to Murchinson, including a request for $15 million in reimbursement for prior activism and litigation costs, a proposal to engage Murchinson as a paid litigation advisor, and a demand that directors take direction from Murchinson on corporate matters. The board also noted that Murchinson was subject to an SEC administrative proceeding in 2021 that resulted in an approximately $8 million fine.

The board stated the meeting is not a vote on any strategic transaction, including a proposed business combination with Infinite Epigenetics that is under consideration. It noted the company also received an unsolicited all-cash merger proposal from Tang Capital following the Infinite Epigenetics announcement. If a definitive agreement with Infinite Epigenetics is reached, shareholders would vote on that transaction separately, expected in fall 2026.

The board said it conducted a strategic alternatives review with advisors Houlihan Lokey and Guggenheim Securities before identifying the Infinite Epigenetics transaction as a potential option.

The company filed its definitive proxy statement on June 25, 2026. The board recommended shareholders vote for Proposals 1 and 2, and against Proposals 3 through 6, which include the director removal and replacement measures proposed by Murchinson.