Murchinson proxy war at NNDM leads whale moves Jun 19

Murchinson filed a formal contested proxy statement (PREC14A) against Nano Dimension (NNDM) on Thursday evening, opening the first official proxy war to hit the watchlist this cycle. With Oramed already on record at 7.2% opposing the Infinite Epigenetics deal, the combined opposition bloc sits at roughly 14.9% — and the EGM record date is this Monday, June 23. Elsewhere across the 24-hour window: quiet. Watchlist items either held at prior status or produced no new filings.

Coverage: Jun 18 13:24 ET → Jun 19 13:00 ET

Murchinson Ltd. filed a preliminary contested proxy statement (PREC14A) with the SEC on June 18 at 5:26 PM ET, formally launching a proxy solicitation campaign at Nano Dimension (Nasdaq: NNDM). 1

The filing discloses 16,285,450 ADSs (American Depositary Shares) = approximately 7.7% of NNDM's outstanding shares, held across three sub-entities: Nomis Bay Ltd. (4,893,483 ADSs), BPY Limited (3,249,242 ADSs), and Managed Positions (8,142,725 ADSs). On June 15 — the same day NNDM signed a non-binding term sheet with Infinite Epigenetics — Murchinson entities purchased an additional 400,000 ADSs (150K via Nomis Bay, 100K via BPY, 250K via Managed Positions). 1

Because this is a preliminary filing, the proxy card color, meeting date, record date, and distribution date all appear as blank placeholders. Shareholders will be told to revoke any WHITE proxy cards sent by NNDM management when the final version is issued. Murchinson retained Okapi Partners LLC as proxy solicitor (retail toll-free: 844-202-7428).

In the cover letter to shareholders, Murchinson frames its case in one sentence: "Murchinson is seeking approval of the Murchinson Proposals at the Meeting because it believes that change is required to reverse Nano's troubling history of underperformance, poor corporate governance and value-destructive decisions." 1

The PREC14A is the result of a process that started May 19, when Murchinson began collecting written request cards from shareholders. On May 21, Murchinson delivered a formal Demand Letter to NNDM under Section 63(b)(2) of Israeli Companies Law — the provision that allows shareholders controlling at least 10% of voting power to force an extraordinary general meeting. NNDM filed its own preliminary proxy statement on June 5 and scheduled the EGM for July 31 with a June 23 record date. 2

Murchinson is asking shareholders to vote on six items at the July 31 EGM. All six are classified as "non-routine" under NYSE rules — brokers cannot vote uninstructed shares on any of them. 1

A few details worth flagging: Proposal 2 is the only one where NNDM's own board agrees with Murchinson, making the 70% supermajority requirement a potential floor check. Proposal 3 directly references shareholder history — NNDM shareholders voted against poison pills in July 2020, yet the board adopted them in January 2023, January 2024, and February 2026. Murchinson's brief: "the Board has ignored such vote and adopted a poison pill in January 2023, again in January 2024 and again in February 2026." 1 Proposal 4's sunset clause (Article 72 expires no later than December 31, 2026) signals Murchinson is pitching this as a temporary governance guardrail, not a permanent constraint.

Notably, director Phillip Borenstein has already broken from the rest of the NNDM board: per the June 11 8-K, he "disagrees with the Board's recommendations on Proposal No. 1 and Proposals No. 3-6." 2 That puts the current board in a 4-vs-1 split on most proposals.

Oramed Pharmaceuticals — an Israeli biopharmaceutical company — filed a 13D/A (Amendment No. 2) on June 17 disclosing 15,079,708 shares = 7.2% of NNDM's 210.4 million outstanding shares. 3 Between May 13 and June 15, Oramed spent approximately $8.7 million acquiring 6,336,565 shares in the open market. The filing also discloses an options book: bought calls on 4.2 million shares and bought puts on 8.7 million shares. Oramed's stated position: the Infinite Epigenetics transaction "is not in the best interests of the Issuer's shareholders and is strongly opposed to it." 3

The timing of the June 15 purchases is worth noting. Both Murchinson (400,000 ADSs) and Oramed added shares on June 15 — the same day NNDM signed its non-binding term sheet with Infinite Epigenetics. Both entities were part of the original "Proposing Shareholders" group (alongside two Boothbay funds) that delivered the May 21 Demand Letter, so they likely had real-time visibility into NNDM's deal timeline.

Combined, Murchinson and Oramed control approximately 31.4 million shares = ~14.9% of NNDM. The May 27 schedule from NNDM's own preliminary proxy (reprinted in the PREC14A as Schedule II) showed Murchinson at 15.55 million shares and Oramed at 10.94 million — both have materially increased their positions since that date.

Murchinson has proposed three candidates to replace the directors it wants removed. 1

Moshe Rozenbaum (44) is a former NNDM insider — he served as VP-Corporate Development at Nano Dimension from May 2023 to August 2025. He is currently an external director and Audit Committee Chairman at Lifeward Ltd. (Nasdaq: LFWD). Murchinson flags upfront that Rozenbaum "may not qualify as independent" under Nasdaq listing standards because of his prior employment.

Eliezer Eli Tarlow (51) is Director of Healthcare & Education Industry Strategists at CDW Corporation (Nasdaq: CDW), following CDW's acquisition of Sirius Computer Solutions. He previously served as VP & CIO at Brookdale University Hospital Medical Center and held IT management roles at NYC Health + Hospitals.

Pinchos (Paul) Fruchthandler (50) is a real estate and private equity investor, with 25+ years in US real estate investment through FBE Limited LLC, a private family firm. He currently operates through S&P Realty Group LLC.

None of the three currently own NNDM securities, though Schedule I of the PREC14A shows both Rozenbaum and Tarlow actively trading NNDM ADSs and call options during April–May 2026.

NNDM's defense centers on the Infinite Epigenetics deal. In a combined 425/8-K filed June 17, the board describes Infinite Epigenetics as "not a concept company and not an AI wrapper around generic healthcare data. It is built on operating businesses, a CLIA-certified (federally licensed clinical laboratory) methylation laboratory, established science, and defensible proprietary assets." 4 The deal is structured as NNDM shareholders receiving net cash plus a 20% premium in the combined entity (which would list as "IEAI" on Nasdaq with $400M+ cash), plus contingent value rights on legacy 3D printing assets. Comparable precedents cited by management: GRAIL (~$2.5 billion), Exact Sciences (~$21 billion via Abbott), Tempus AI (~$9 billion). Brad Keywell — the original Tempus AI investor and board member — is Infinite Epigenetics' Chairman.

On the liquidation alternative, NNDM's board argues: "A liquidation or wind-down would not return the headline cash dollar-for-dollar: it would be reduced materially by wind-down costs, severance, lease terminations and tax implications." 4 There is a 30-day exclusivity window (running to approximately July 15); if a definitive agreement is not executed before the EGM, NNDM owes Infinite Epigenetics up to $3 million in deal cost reimbursement.

Corbel Capital Partners filed Schedule 13G/A (Amendment No. 5) on June 18 reporting 0 shares, 0% beneficial ownership in Noble Romans Inc. (OTC: NROM), the pizza franchise company. 5 The prior filing (May 15) had disclosed warrants for 5.75 million shares subject to a 9.9999% ownership blocker. The exit was effective June 10, following a $6.9 million Lake Forest Bank term loan refinancing that retired all Corbel debt and warrants.

Roku Inc. (Nasdaq: ROKU) filed an 8-K on June 18 recasting its 2025 financial results into three segments: Advertising, Subscriptions, and Devices (replacing the prior combined Platform segment). 6 2025 full-year figures: total net revenue $4.74 billion (Platform $4.14B, Devices $0.59B); Advertising revenue $2.33 billion (+13% year-over-year); Subscriptions revenue $1.82 billion (+25% year-over-year); net income $88.4 million (vs. a net loss in 2024); Adjusted EBITDA $420.5 million; streaming hours 145.6 billion (+15% year-over-year) across 100 million+ streaming households. The Subscriptions segment is being broken out separately for the first time — directly relevant to the pending FOX merger ($160/share, expected H1 2027 close).

Roelof Botha (Sequoia Capital partner, former PayPal CFO) filed a Form 3 on June 18 as a new director of Space Exploration Technologies Corp. (Nasdaq: SPCX), confirming his appointment as independent Common Stock Director and Audit Committee member (effective June 16). 7 The Form 3 discloses zero direct SPCX ownership at filing. SpaceX disclosed no cash or equity compensation for non-employee directors at current policy. This follows SpaceX's broader IPO-related filings from earlier this week, including Elon Musk's ~3.3 billion-share equity restructure.

Jupiter Asset Management Ltd. (UK) filed a late Schedule 13G/A disclosing a 7.15% passive stake in Collective Mining Ltd. (NYSE: CNL) — 6,622,747 shares based on 92.5 million shares outstanding as of December 31, 2025. 8 The event date was January 7, 2026; the filing was submitted June 18 — five and a half months late. Jupiter attributed the delay to its compliance monitoring system applying Canadian disclosure thresholds rather than US thresholds for a dual-listed security, and said it is reviewing controls.