Six Nano Dimension directors have resigned with immediate effect in light of a Court Ruling that saw two Murchinson-nominated individuals join the company's board.
Murchinson is a Nano Dimension shareholder (7.1%) who has contested the company's leadership for a number of years. In March 2023, Nano shareholders voted for Kenneth Traub and Dr. Joshua Rosensweig to be elected to the company's board of directors at an extraordinary general meeting (EGM), but with Nano contested the legality of this EGM, the vote wasn't upheld until the Israeli Direct Court validated the shareholder vote in November 2024.
With the Israeli Direct Court instructing Nano to appoint Traub and Rosensweig to the board - joining two other Murchinson nominees in Ofir Baharav and Robert Pons, who were elected by shareholders at the most recent Nano Dimension annual general meeting (AGM) in December 2024, Dr. Yoav Nissan-Cohen, Eitan Ben-Eliahu, Oded Gera, Roni Kleinfeld, Chris Moran and Georgette Mosbacher have resigned from the Nano board with immediate effect. They follow Nano CEO Yoav Stern and General Michael Garrett, who lost their seats on the board earlier this month.
It leaves Nano Dimension with a Board of just four members - Traub, Rosensweig, Baharav and Pons - all of whom have Murchinson's backing.
A statement from the new board read: “As a newly reconstituted board, we are committed to strong corporate governance and executing plans to maximise long-term value for shareholders.”
These changes at board level will cast fresh doubt as to whether the impending acquisitions by Nano Dimension of Desktop Metal and Markforged will be concluded, since Murchinson is believed to be sceptical of the mergers. A Murchinson document sent to TCT reads: "We have substantial reservations about the acquisitions of Markforged Holding Corporation (NYSE: MKFG) (“Markforged”) and Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) that Nano has not addressed. Both Markforged and Desktop Metal are cash-burning businesses with decelerating revenue growth, yet Nano is acquiring both at substantial premiums."
The new Nano Board
According to the latest Nano Dimension press release, Ofir Baharav will serve as the Chairman of the Board, Joshua Rosensweig will serve as the Chairman of the Company’s Audit Committee and Robert Pons will serve as the Chairman of the Company’s Compensation Committee.
Baharav is considered to be a seasoned executive with a career spanning two decades in product development for the technology and 3D printing sector. He has previously served as Chairman of the Board of Nano from 2019 to 2021, and as a director rom 2015 to 2021. Baharav also previously worked as VP of Product Management of Stratasys between 2014-15. Currently, he served as CEO of Maxify Solutions, a company he founded in 2022 to acquire the assets of Breezer Holdings LLC and SimiGon Inc.
Rosensweig, meanwhile, brings with him more than four decades of experience as a legal professional. He is said to have significant experience in corporate governance and is the founder of his own boutique law firm based in Tel Aviv. Rosensweig has held several senior and board positions at a range of companies, including Agmon & Co., Gornitzky & Co., and Bezeq Israel Telecommunication Corp.
Pons also boasts four decades of experience, with much of his career spent in CEO and senior executive roles. He has served as the President and CEO of Spartan Advisors, Inc., Executive Vice President of PTGi-ICS, and Executive Chairman of SeaChange International, Inc., among several other positions.
Finally, Traub has more than 30 years of experience as a Chairman, Chief Executive Officer, director and active investor, and is said to have a successful track record of building sustainable shareholder value. Traub currently serves as the Executive Chairman of Comtech Telecommunications Corp, non-executive Chairman of Edgio, Inc, and Chairman of the Nominating and Governance Committee of the board of directors of Tidewater, Inc.
