425 ·Filed Jun 15, 2026

NNDM

Nano Dimension Ltd.
MIXED
Impact 7/10
Horizonweeks Processed3mo ago SEC0001104659-26-073777
Rule 425 M&A communications
Actionable Insight ◆ Mixed

Monitor the July 31, 2026 shareholder vote for signals of support; watch for definitive agreement execution and confirmatory due diligence results. The non-binding nature means deal could still fail — track any competing bids during the 30-day exclusivity period. If approved, the combined company's success hinges on Infinite's ability to commercialize its epigenetic diagnostics platform and achieve reimbursement.

DirectionMixed
Confidencemedium
Horizonweeks
Final — all horizons settled through T+60d ⚠ clustered
NNDM ▲ +20.00% at T+60d
NEUTRAL call ✓ call won +20.00% · α vs SPY +19.00% · entry $1.25 → $1.50
Entry anchored
Jun 15, 07:29 AM ET
via exchange tick
T+1d
-1.60%
call -1.60% · α -1.00%
$1.23
settled 4mo ago
T+5d
+11.20%
call +11.20% · α +12.58%
$1.39
settled 3mo ago
T+20d
+18.40%
call +18.40% · α +19.15%
$1.48
settled 3mo ago
T+60d
+20.00%
call +20.00% · α +19.00%
$1.50
settled 23d ago

Price Chart

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Executive Summary

Nano Dimension announced a non-binding term sheet to merge with Infinite Epigenetics, an AI-powered preventive health and diagnostics company, in a stock-for-stock deal valuing Infinite at $890 million. Existing Nano shareholders would retain a meaningful minority stake in the combined company (to be renamed Infinite Epigenetics, ticker IEAI) based on a 20% premium to Nano's estimated net cash at closing, with the combined entity expected to have over $400 million in cash. The deal is transformative but non-binding, subject to definitive agreement, due diligence, shareholder votes, and regulatory approvals, with a key shareholder vote on July 31, 2026, to authorize continuation of the strategic process.

Key Financial Metrics

Deal Value
$890.0M
Deal Type
merger

Key Facts

  • Nano Dimension entered a non-binding term sheet to acquire Infinite Epigenetics in a stock-for-stock merger valuing Infinite at $890 million.
  • Existing Nano shareholders expected to retain meaningful minority ownership based on a 20% premium to Nano's estimated net cash at closing.
  • Combined company to operate as Infinite Epigenetics on Nasdaq under ticker IEAI, with over $400 million in cash at closing.
  • Infinite Epigenetics has collected 120,000+ epigenetic samples since 2020 and targets a $90B+ U.S. clinical diagnostics market.
  • Transaction subject to definitive agreement, confirmatory due diligence, Nano shareholder approval, regulatory approvals, and Nano re-domestication to the U.S.
  • Break fee of $10 million (2.5% of Nano Equity Valuation) payable by Nano in certain termination scenarios, with escrow required.
  • Shareholder vote on July 31, 2026, is a non-binding advisory vote to continue the strategic alternatives process, not a final vote on the transaction.

Financial Impact

Infinite Epigenetics valued at $890 million; combined company expected to have over $400 million cash at closing; Nano shareholders receive 20% premium to net cash plus contingent value rights for legacy asset proceeds.

dilutioncash_positionvaluation

Risk Factors

  • Non-binding term sheet — no guarantee of definitive agreement or closing.
  • Significant dilution for existing Nano shareholders who become minority owners.
  • Execution risk: Infinite Epigenetics is pre-revenue at scale and faces regulatory, reimbursement, and competitive hurdles.
  • Shareholder approval risk — the July 31 vote is advisory but signals sentiment.
  • Regulatory approvals required, including Israeli law and Nasdaq listing for combined entity.

Market Snapshot

Exchange
Nasdaq
Sector
Printed Circuit Boards
Analyst Consensus
86% bullish (7 analysts)

Investment Themes

Software & IT

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-073777
Document: tm2617934d1_ex99-2.htm0001104659-26-073777
Document: tm2617934d1_8k.htm0001104659-26-073777
Document: tm2617934d1_ex99-3.htm0001104659-26-073777
Document: tm2617934d1_ex99-1.htm0001104659-26-073777
Document: 0001104659-26-073777-index-headers.html0001104659-26-073777
Document: 0001104659-26-073777-index.html0001104659-26-073777
Document: 0001104659-26-073777.txt0001104659-26-073777
25 reports for NNDM
Performance horizon
100% Hit rate 6 of 6 directional calls best @ T+20▲ +10.47%Apr 6, 2026
Filters
Rows
Reports for NNDM — sortable, filterable
TypeNow
Aug 25, 2026
5w ago
3
NEUTRAL ★ 5/10
$1.59 $1.58▼ −0.63%▼ −0.85%$1.62 (+1.89%)
Aug 18, 2026
6w ago
8-K
NEUTRAL ★ 3/10
$1.55 $1.54▼ −0.65%▲ +0.34%$1.62 (+4.52%)
Jul 21, 2026
10w ago
8-K
MIXED ★ 6/10
$1.48 $1.53▲ +3.38%▲ +0.48%$1.62 (+9.46%)
Jul 14, 2026
11w ago
144
NEUTRAL ★ 2/10
$1.50 $1.66▲ +10.67%▲ +8.18%$1.62 (+8.00%)
Jul 10, 2026
12w ago
DEFA14A
BEARISH ★ 6/10
$1.50 $1.63▼ −8.67%▼ −6.24%$1.62 (−8.00%)
Jun 29, 2026
13w ago
DEFA14A
MIXED ★ 6/10
$1.45 $1.48▲ +2.07%▲ +3.10%$1.62 (+11.72%)
Jun 16, 2026
15w ago
Press Release
MIXED ★ 6/10
$1.34 $1.48▲ +10.45%▲ +9.13%$1.62 (+20.90%)
Jun 15, 2026
15w ago
425
MIXED ★ 7/10
$1.25 $1.48▲ +18.40%▲ +19.15%$1.62 (+29.60%)
Jun 15, 2026
15w ago
8-K
MIXED ★ 6/10
$1.25 $1.48▲ +18.40%▲ +19.15%$1.62 (+29.60%)
Jun 15, 2026
15w ago
Press Release
MIXED ★ 6/10
$1.25 $1.48▲ +18.40%▲ +19.15%$1.62 (+29.60%)
Showing 10 of 25

US Market Status

Market Closed — Opens Mon (36h 12m)

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