Nano Dimension (NNDM) outlines stock-based merger to form Infinite Epigenetics AI health company
Rhea-AI Filing Summary
Nano Dimension signed a non-binding term sheet to combine with Infinite Epigenetics, an AI-powered preventive health and diagnostics company. Nano or a successor public entity would acquire all Infinite equity in an all‑stock deal, with ownership split based on agreed valuations of each business and Nano’s net cash, including a 20% premium component for Nano.
After closing, Infinite holders are expected to own a majority of the combined company, while current Nano shareholders retain a meaningful minority stake and receive contingent value rights tied to monetization of Nano’s legacy assets. The combined company is expected to operate as Infinite Epigenetics and list on Nasdaq under the ticker “IEAI,” with the parties indicating an expected cash balance of over $400 million at closing. The term sheet includes a 30‑day exclusivity period, detailed break‑fee protections, and a structure that requires Nano shareholder approval and a Form S‑4 registration before any transaction can close.
Positive
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Insights
Nano Dimension outlines a transformative, stock-based pivot into AI-driven preventive health.
The proposed combination would shift Nano Dimension from advanced digital manufacturing toward an AI-enabled diagnostics platform built around Infinite Epigenetics. The all-stock structure ties post-closing ownership to an $890 million valuation framework for Infinite and a formula-based valuation of Nano’s net cash and remaining assets.
The term sheet suggests the combined company could have over $400 million in cash at closing, providing runway to scale Infinite’s epigenetics and AI platform. Pre-combination Nano holders would keep a meaningful minority stake and receive contingent value rights linked to future sales of legacy assets, aligning them with any eventual monetization.
Risks are substantial: the term sheet is non-binding, requires a definitive agreement, Nano and Infinite shareholder approvals, regulatory clearances, and successful redomestication of Nano to the U.S. A $10,000,000 Break Fee Amount, backed by a dedicated escrow, underscores the seriousness but also the execution risk around shareholder votes and closing conditions. Overall, this represents a high-impact strategic pivot rather than a routine corporate action.
8-K Event Classification
Key Figures
Key Terms
non-binding term sheet regulatory
contingent value right financial
epigenome medical
CLIA-certified laboratory medical
Form S-4 regulatory
Break Fee Escrow financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol: |
Name
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| each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2) | The Stock Market LLC | |||
| , each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share | The Stock Market LLC |
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(2) Not for trading, but only in connection with the listing of the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. |
Regulation FD Disclosure. |
On June 15, 2026, Nano Dimension Ltd. (“Nano” or the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with Infinite Epigenetics, Inc. (“Infinite”) setting forth certain material terms of a proposed business combination (the “Transaction”) between Nano and Infinite.
Pursuant to the Term Sheet and subject to the execution of definitive documentation (the “Definitive Agreement”), Nano or a successor public company would acquire all of the issued and outstanding equity interests of Infinite in exchange for an aggregate number of ordinary shares of Nano (or American Depository Shares representing the same) to be calculated based upon the exchange ratio described below. The Transaction may be structured as a merger, consolidation or otherwise, and will be mutually agreed upon between Nano and Infinite.
After giving effect to the Transaction, the equity holders of (a) Infinite immediately prior to the closing of the Transaction (including all option holders, warrant holders and convertible noteholders) would own a percentage of the equity of Nano, on a fully diluted basis, equal to the value ascribed to Infinite immediately prior to the Transaction divided by the value of Nano immediately after giving effect to the Transaction, and (b) Nano immediately prior to the closing of the Transaction (including in-the-money option holders and in-the-money warrant holders) would own a percentage of the equity of Nano, on a fully diluted basis, that is equal to the value ascribed to Nano immediately prior to the Transaction divided by the value of Nano immediately after giving effect to the Transaction. The equity holders of Nano immediately prior to the closing of the Transaction are expected to retain a meaningful minority ownership interest in Nano after giving effect to the Transaction.
For purposes of determining the ownership percentages set forth above, the valuation of (a) Infinite will be $890 million, less the Premium (as defined below), and (b) Nano will be equal to the sum of (i) 100% percent of Nano’s actual Net Cash (as defined in the Term Sheet) at the closing of the Transaction, plus (ii) a 20% premium of such amount (the “Premium”), plus (iii) an agreed upon valuation for Essemtec (estimated to be $20 million) and other remaining assets of Nano.
In addition, the Term Sheet contemplates a mechanism by which equity holders of Nano immediately prior to the closing of the Transaction would be entitled to benefit from any post-closing disposition of Nano’s legacy assets, businesses, technology and intellectual property and financial assets that are not taken into account in connection with determination of Net Cash (collectively, the “Legacy Assets”).
The Term Sheet provides that after giving effect to the consummation of the Transaction, the board of directors of Nano would be comprised of seven members, with Infinite having the right to designate four members of the board of directors; provided, that if, after giving effect to the consummation of the Transaction, those equity holders of Infinite immediately prior to giving effect to the consummation of the Transaction would own greater than 55% of Nano on a fully-diluted basis, then Infinite would have the right to designate five members of the board of directors.
Pursuant to the Term Sheet, in the event that the Definitive Agreement is not executed by the parties prior to the date of the conclusion of the next Nano Extraordinary General Meeting (the “EGM Date”), Nano will reimburse Infinite for its reasonable and documented out-of-pocket expenses of its legal counsel and accountants related to the Transaction up to an aggregate of $3 million; provided that Nano will only be required to reimburse Infinite for such expenses if (a) Infinite is ready, willing and able to execute the Definitive Agreement prior to the EGM Date on terms that are substantially the same as the terms set forth in the Term Sheet, and (b) Infinite has not, directly or indirectly, taken action or failed to act that materially contributed to causing the failure of the Definitive Agreement to be executed by the parties. If the Definitive Agreement is not executed by the EGM Date, the date on which Nano is required to reimburse Infinite may be extended if Infinite elects to continue to negotiate in good faith.
The Term Sheet contains a binding exclusivity provisions pursuant to which, for a period of 30 days, each of Nano and Infinite have agreed not to, directly or indirectly, (a) solicit, knowingly facilitate or knowingly encourage or induce the submission of any Acquisition Proposal (as defined in the Term Sheet), (b) participate in any discussions or negotiations regarding an Acquisition Proposal, or (c) approve or enter into a binding or non-binding agreement with any other person or entity to do or seek to do any of the foregoing or consummate any transaction that is the subject of any Acquisition Proposal. However, the exclusivity provision does not prohibit or in any other way affect Nano’s ability dispose of any of the Legacy Assets.
The foregoing description of the Term Sheet and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Term Sheet, which is furnished as Exhibit 99.1 hereto.
On June 15, 2026, Nano issued a press release and made available an investor presentation with respect to the execution of the Term Sheet. Additionally, on June 15, 2026, Nano and Infinite held a joint conference call and webcast with respect to the execution of the Term Sheet. A copy of the press release, the investor presentation and the transcript of the conference calls is furnished as Exhibits 99.2, 99.3 and 99.4 to this current report on Form 8-K, respectively.
The information contained in this Item 7.01 and in the accompanying Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be incorporated by reference into any filing of Nano, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended
Forward Looking Statements.
This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding expectations on the timing, structure, economics and success of the Transaction, and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “continue,” “likely,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Nano’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, Nano cautions shareholders that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including, but not limited to (i) the risk that Nano and Infinite are unable to negotiate and enter into a definitive agreement for the Transaction; (ii) the risk that the conditions to the closing (including any necessary shareholder approvals) are not satisfied; (iii) uncertainties as to the timing of the consummation of the Transaction and the ability of each of Nano and Infinite to consummate the Transaction; (iv) effect of the announcement of the Transaction on the ability of Nano and Infinite to continue to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (v) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the Transaction; (vi) changes in the exchange ratio that could cause Nano’s shareholders and Infinite’s stockholders to own more or less of the combined company than is currently anticipated; (vii) risks related to the market price of Nano’s shares relative to the value suggested by the Term Sheet; (viii) unexpected costs, charges or expenses resulting from the Transaction; (ix) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Term Sheet, the Definitive Agreement and the other agreements entered into in connection therewith; (x) the possibility that Nano shareholders may never receive any proceeds in respect of the Legacy Assets; (xi) changes in demand for Nano’s or Infinite’s products and services; (xii) global market, political and economic conditions, and conditions in the countries in which Nano and Infinite operate; (xiii) the impact of changes in law and government regulations; (xiv) competition in the epigenetics health industry; (xv) the risk of litigation, including any proceedings that may be instituted against Nano or Infinite related to the Transaction; (xvi) the impact of rapid technological change in the epigenetics health industry; and (xvii) those discussed under the heading “Risk Factors” in Nano’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in any subsequent filings with the SEC.
Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.
Additional Information and Where to Find It
The Company has filed a preliminary proxy statement and intends to file a proxy statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for an extraordinary general meeting of shareholders that will include, among other proposals, a proposal to approve on a non-binding advisory basis a resolution regarding the continuation of Nano Dimension’s strategic alternatives review process including any related transaction approved by the Board (the “Extraordinary General Meeting”). THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov.
This current report on Form 8-K may be deemed to be solicitation material in respect of the Transaction. In connection with the Transaction, upon execution of the Definitive Agreement and pursuant to the terms thereof, Nano expects to file with the SEC a registration statement on Form S-4 that will contain a proxy statement of Nano that will constitute a prospectus with respect to Nano’s securities to be issued in the Transaction (the “Proxy Statement/Prospectus”). Nano may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Nano may file with the SEC. INVESTORS AND SECURITYHOLDERS OF NANO AND INFINTE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY NANO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Following the execution of the Definitive Agreement, if at all, Nano shareholders and Infinite stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Nano, Infinite and the Transaction that will be filed with the SEC by Nano through the website maintained by the SEC at www.sec.gov. Following the execution of the Definitive Agreements, if at all, copies of the documents filed with the SEC by Nano will also be available free of charge on Nano’s website at https://investors.nano-di.com/sec-filings-1/default.aspx or by contacting Nano’s investor relations department by email at ir@nano-di.com.
Participants in the Solicitation
The Company, the President, Chief Executive Officer and Director, David Stehlin, and each of its non-employee directors (namely, Robert Pons; Phillip Borenstein; Dr. Joshua Rosensweig and Andrew Sriubas) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Extraordinary General Meeting. Information about the compensation of our non-employee Directors is set forth in the sections titled “Director Compensation” and “Director Compensation Table” in the Company’s Annual Report, at pages 54-56, and is available here. Information about the compensation of our President, Chief Executive Officer, and Director, David Stehlin, is set forth in the section titled “Executive Compensation” in the Annual Report, at pages 56-64, and is available here. Information regarding the participants’ holdings of the Company’s securities can be found in the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” in the Company’s Annual Report on pages 64-65 and is available here, and as updated in the filings referenced below. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on May 29, 2026 for Mr. Stehlin (available here) and June 12, 2026 (available here). Such filings are available on the Company’s website at https://investors.nano-di.com/sec-filings-1/default.aspx or through the SEC’s website via the links referenced above.
Updated information regarding the participants’ direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s preliminary proxy statement on Schedule 14A and will be set forth in the Company’s definitive proxy statement and other materials to be filed with the SEC in connection with the Extraordinary General Meeting.
Nano and its directors and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Nano’s shareholders in connection with the Transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Nano’s shareholders in connection with the Transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the Transaction, which is expected to be filed with the SEC by Nano if Nano and Infinite enter into the Definitive Agreement. Investors and securityholders of Nano and Infinite are urged to read the Proxy Statement/Prospectus and other relevant documents that, if Nano and Infinite enter into the Definitive Agreement, will be filed with the SEC by Nano carefully and in their entirety when they become available because they will contain important information about the Transaction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Non-Binding Term Sheet, dated June 15, 2026, by and between Nano Dimension Ltd. and Infinite Epigenetics, Inc. | |
| 99.2 | Press Release issued by the Company on June 15, 2026. | |
| 99.3 | Investor Presentation dated June 15, 2026. | |
| 99.4 | Transcript of Conference Call and Webcast held by Nano Dimension Ltd. and Infinite Epigenetics, Inc. on June 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nano Dimension Ltd. (Registrant) | ||
| Date: June 15, 2026 | By: | /s/ John Brenton |
| John Brenton | ||
| Chief Financial Officer | ||
Exhibit 99.1
SUMMARY OF PROPOSED TERMS
June 15, 2026
This Summary of Proposed Terms (this “Term Sheet”) sets forth our current proposal regarding a business combination (the “Transaction”) between Nano Dimension Ltd., a company incorporated under the laws of the State of Israel (“Nano”), and Infinite Epigenetics, Inc., a Delaware corporation (“Infinite”). This Term Sheet is an expression of intent only, does not express the final agreement of the parties, is not meant to be binding on the parties now or at any point in time in the future (other than as expressly set forth below), and is meant solely to be used as a guide for the parties in preparing the definitive written agreement providing for consummation of the proposed Transaction (the “Definitive Agreement”). Accordingly, other than the Binding Provisions (as defined below), the parties do not intend to be bound unless and until they enter into a Definitive Agreement. All amounts in this Term Sheet are in U.S. dollars.
| Transaction Structure: |
Nano proposes to acquire 100% of the outstanding equity interests of Infinite, which acquisition is currently intended to be effected by means of a reverse triangular merger of a wholly owned U.S. subsidiary of Nano with and into Infinite (or as a purchase by Nano of all of the outstanding capital stock of Infinite), with Infinite becoming a wholly owned subsidiary of Nano.
The Transaction would be structured in a mutually agreeable tax-efficient manner.
| |
| Post-Closing Ownership Allocations, Exchange Ratio and Underlying Assumptions: |
At the closing of the Transaction (the “Closing”), each outstanding share of Infinite capital stock will be exchanged for shares of Nano’s common stock based on an agreed upon exchange ratio to be set forth in the Definitive Agreement (the “Exchange Ratio”), which shall be calculated by using the ratio of the Nano Valuation (as defined below) to the Infinite Valuation (as defined below).
At the Closing, pursuant to the Exchange Ratio (i) the equity holders of Infinite immediately prior to the Closing (including all option holders, warrant holders and convertible noteholders) will own a percentage of the equity of Nano, on a fully diluted basis, that is equal to the quotient of (A) the Infinite Valuation divided by (B) the sum of the Infinite Valuation and the Nano Valuation and (ii) the equity holders of Nano immediately prior to the Closing (including in-the-money option holders and in-the-money warrant holders) will own a percentage of the equity of Nano, on a fully diluted basis, that is equal to the quotient of (A) the Nano Valuation divided by (B) the sum of the Infinite Valuation and the Nano Valuation, in both cases disregarding any unallocated shares from any equity incentive plan. |
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The ownership percentages and the calculation of the Exchange Ratio will be subject to the following formulation: (i) a mutually agreed valuation of Infinite of $890 million less the Premium (the “Infinite Valuation”); and (ii) a valuation of Nano (the “Nano Valuation”) equal to the sum of (a) Nano’s actual Net Cash (as defined below and subject to adjustment as set forth below) at Closing (“Nano Equity Valuation”) plus (b) a 20% premium to actual Net Cash at Closing (“Premium”) plus (c) an agreed upon valuation for Essemtec (estimated to be $20 million) and other remaining assets of Nano.
All Infinite options, unvested restricted stock units and/or warrants would convert into equivalent options, restricted stock units and/or warrants to purchase Nano common stock based on the Exchange Ratio. The remaining terms of any outstanding options, unvested restricted stock units or warrants of Infinite would remain the same, including with respect to applicable vesting and post-termination exercise schedules.
“Net Cash” will be defined in the Definitive Agreement as follows, without duplication, and determined in accordance with GAAP applied on a basis consistent with Nano’s historical financial statements, (i) the sum of Nano’s unrestricted cash and cash equivalents plus (ii) marketable securities (valued at fair market value) plus (iii) accounts, interest and other receivables (net of allowances for doubtful accounts) plus (iv) deposits (to the extent refundable to Nano within 90 days following Closing) minus (v) the sum of all accounts payable, accrued expenses and other current and long-term liabilities payable in cash minus (vi) all indebtedness for borrowed money minus (vii) all unpaid Nano transaction costs (whether incurred prior to or at Closing), which shall include the D&O tail policy minus (viii) all payables or obligations related to Nano’s lease obligations (other than operating lease liabilities associated with office space that has been agreed in writing to be continued by the post-Closing combined company) minus (ix) all accrued employee-related liabilities, including without limitation accrued severance, retention bonuses, change-of-control payments, vacation and PTO accruals, deferred compensation, and any amounts payable in connection with the acceleration of equity awards at Closing minus (x) all litigation reserves, indemnification obligations, warranty liabilities, and other contingent liabilities (whether absolute, contingent, or otherwise) minus (xi) any taxes payable in connection with the disposition of Legacy Assets prior to Closing plus (xii) prepaid expenses and restricted cash for which Nano or the post-Closing combined company will receive the benefit following the Closing plus (xiii) net proceeds (after deduction of all associated transaction costs, taxes, and retained liabilities) received prior to the Closing in connection with the disposition of Legacy Assets (as defined below). |
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| Nano Legacy Assets CVR Spin: |
The Definitive Agreement will permit Nano to establish and administer a Nano Legacy Assets Liquidation Trust and related Spinco entity that will permit continuation of activities following the Closing to sell, license or otherwise dispose of or monetize Nano’s legacy Nano assets, businesses, technology and intellectual property and financial assets that shall not have been taken into account in connection with determination of Net Cash (collectively, the “Legacy Assets”).
In addition, Nano will assign to Nano Legacy Assets Liquidation Trust or Spinco all of Nano’s right, title and interest to any of the net proceeds expected to be received by Nano in respect of any disposition of the Legacy Assets that has been consummated prior to the Closing, but proceeds in respect of which are expected to be received post-Closing and not added to Nano’s Net Cash as of the Closing.
It is understood that consideration received by Spinco in any such disposition of the Legacy Assets following the Closing will be distributed solely to the pre-Closing shareholders of Nano via Contingent Value Right at the time of receipt of such consideration or at such other time that the Spinco board determines.
| |
| Post-Closing Board of Directors Composition: | Following the Closing, the combined company Board of Directors would consist of seven (7) members. Infinite shall have the right to designate five (5) directors if, immediately after Closing, Infinite legacy holders own greater than 55% of the post-Closing equity, and four (4) directors if Infinite legacy ownership is below 55% immediately after Closing. Committee composition shall comply with Nasdaq and applicable requirements. | |
| Issuance of Shares: | The Nano ordinary shares to be issued in the Transaction would be issued as registered shares under a registration statement on Form S-4. In connection with the issuance, the combined company’s common stock will be listed on Nasdaq. |
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| Nano Shareholder Approval: | As soon as reasonably practicable following the execution of the Definitive Agreement, and subject to receipt of all required information from Infinite (including required financial statements), Nano would mail a proxy statement to its shareholders, which would be in combination with a registration statement filed on Form S-4 (the “Registration Statement”), and promptly following the mailing of the Registration Statement, Nano would hold a meeting of its shareholders to approve the Transaction and other matters agreed upon in the Definitive Agreement. Nano executive officers and directors shall execute support agreements at signing, which shall include: (a) an agreement to vote in favor of the Transaction at the shareholder meeting; (b) no-shop and no-talk obligations during the period between signing and closing; and (c) a prohibition on the transfer of shares between signing and Closing, subject to customary exceptions. Nano and Infinite will discuss efforts to obtain support agreements from certain major institutional holders following public announcement of the Transaction. | |
| Conditions to Execution of Definitive Agreement: |
Satisfactory completion of confirmatory due diligence by both parties, including customary confirmatory due diligence on Infinite’s technology and business matters (as illustration, and not as a limitation, insurance and government programs reimbursement), including third-party consultant reports that are reasonably satisfactory to Nano.
Satisfactory negotiation of the Definitive Agreement, including customary provisions for a transaction of this nature and as set forth herein.
Approval of the proposed Transaction by the Boards of Directors of Infinite and Nano, and the shareholders of Infinite.
Infinite shall have provided to Nano, with respect to Infinite: (i) unaudited interim financial statements for each interim period expected to be completed prior to Closing that are required to be included in the Registration Statement; (ii) Infinite’s audited consolidated statements of income, cash flow and stockholders’ equity for each of its fiscal years required to be included in the Registration Statement which audited financial statements shall be audited by an independent registered public accounting firm in compliance with the standards of the Public Company Accounting Oversight Board if required; and (iii) all pro forma financial information required to be included in the Registration Statement pursuant to Article 11 of Regulation S-X. |
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| Conditions to Closing: | The Definitive Agreement would provide that the Closing would be subject to: (i) the satisfaction of customary closing conditions for a transaction of this type, including the absence of a material adverse effect on either party; (ii) appropriate approval of Nano shareholders; (iii) appropriate regulatory approvals, including under applicable Israeli law and regulations; (iv) the Registration Statement will be effective; (v) the common stock of Nano to be issued in the Transaction will have been approved for listing on Nasdaq; (vi) completion of Nano’s re-domestication to the United States; and (vii) receipt of tax opinions satisfactory to Infinite confirming that the Transaction qualifies as a tax-free reorganization under Sections 368 of the Internal Revenue Code, such that no taxable gain will be recognized by Infinite stockholders. | |
| Representations & Warranties, Covenants and Deal Protections: |
The Definitive Agreement would contain representations, warranties and covenants typical for a transaction of this nature, including a representation from Nano that it is not a “shell company” as defined in Rule 12b-2 of the Exchange Act. Subject to mutually agreed exceptions, including setting up and administration of the “Nano Legacy Assets Liquidation Trust” and Spinco as set forth above, Nano shall be subject to a customary interim no-leakage covenant from signing through Closing restricting dividends, repurchases, acquisitions, investments, settlements, compensation matters, expenditures and other matters.
The representations and warranties would not survive the Closing, and there would be no escrow or price adjustments or any other recourse for any breaches of the representations, warranties and covenants of either party following the Closing.
The Definitive Agreement would include customary deal protection provisions to be negotiated, such as no-shop provisions and a fiduciary duty termination right for Nano. The Definitive Agreement would include (i) a break fee equal to the lesser of (a) the actual third-party expenses incurred by Infinite in connection with the Transaction or (b) Break Fee Amount, payable by Nano to Infinite in the case of Nano’s failure to receive shareholder approval for the Transaction, (ii) a break fee equal to the Break Fee Amount payable by Nano to Infinite or specific performance at Infinite’s option if Nano fails to complete the Closing after all conditions to Nano’s obligation to close have been satisfied or would have been satisfied but for Nano’s material breach or failure to use reasonable best efforts, and (iii) provisions entitling Infinite to terminate the agreement and receive a break fee equal to the Break Fee Amount from Nano or force the vote in the case of a change in board recommendation by Nano’s board (and if Nano’s stockholders fail to approve the transaction following such a change in recommendation and Nano subsequently enters into a definitive transaction agreement within 6 months after termination of the Definitive Agreement, then the break fee will be paid upon completion of that alternate transaction). “Break Fee Amount” means two and one-half percent (2.5%) of the Nano Equity Valuation (i.e., $10,000,000), payable in cash. |
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Break Fee Escrow. Concurrently with execution of the Definitive Agreement, Nano shall deposit into a segregated escrow account, with a third-party escrow agent, cash in an amount equal to the Break Fee Amount (the “Break Fee Escrow”). The escrow agent shall be a nationally recognized financial institution or trust company mutually selected by the parties. If the parties have not agreed in writing on an escrow agent within five (5) business days following execution of the Definitive Agreement, the escrow agent shall be Infinite’s primary commercial banking institution acting through its corporate trust or escrow services group, or, if such institution is unwilling or unable to serve, such other nationally recognized escrow agent customarily engaged for escrow arrangements in comparable public-company business combinations as Infinite shall designate. The Break Fee Escrow shall be governed by a customary escrow agreement to be negotiated and executed at or before signing of the Definitive Agreement, which shall provide for (a) automatic release to Infinite upon written notice of a triggering termination, subject to a short objection window not to exceed five (5) business days, (b) release back to Nano only upon the Closing or upon termination of the Definitive Agreement under circumstances in which no termination payment is owed, and (c) all escrow agent fees and expenses borne by Nano. The Break Fee Escrow shall not be subject to any lien, security interest, setoff, or attachment, and shall not be reachable by Nano’s creditors. | ||
| Lock-Ups: | The executive officers and members of the Board of Directors of the post-Closing combined company will agree to a 180-day lock-up post-Closing. In addition, the major investors of Infinite (to be identified) will be required to sign a similar lock-up agreement. Major investors of Nano (to be identified and mutually agreed upon) shall also be subject to the same lock-up. |
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| Personnel Considerations: | Infinite and Nano will work together to determine the composition of the senior management team of the post-Closing combined company. | |
| Definitive Agreement: | The parties shall use reasonable best efforts to negotiate and execute the Definitive Agreement prior to the EGM Date, to publicly announce the Transaction before trading opens on the next trading day following such execution, and to hold the shareholder meeting in respect of the Transaction as soon as reasonably practicable thereafter. | |
| Communications Plan: | Subject to the requirements of applicable law (including the listing rules of any stock exchange or quotation system on which a party’s securities may be listed), the parties will agree on a coordinated public disclosure plan for the Transaction. | |
| Fees and Expenses: | Except as otherwise expressly agreed upon by the parties and as set forth herein, each of Infinite and Nano shall be responsible for and bear all of its own costs and expenses incurred in connection with the proposed Transaction. Costs of engagement of a proxy soliciting firm, the cost of printing and filing with the SEC of the Registration Statement, and the cost of any Nasdaq listing application, will be borne by the post-Closing combined company. | |
| Confidentiality: | The existence and the terms of this Term Sheet and the negotiations and discussions in connection herewith shall be treated as “Confidential Information” as defined in and pursuant to the Mutual Confidential Disclosure Agreement by and between the parties dated as of December 9, 2025 (the “NDA”). |
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| Exclusivity: |
Nano and Infinite hereby agree that, unless negotiations between Infinite and Nano are terminated earlier by mutual written agreement, during the period commencing on the date hereof and terminating at 5:00 pm (Eastern time) on the 30th day following the date hereof (the “Exclusivity Period”), each of Nano and Infinite shall not, and each party shall cause its respective subsidiaries and its and its subsidiaries’ respective officers, directors, employees, agents or other representatives (collectively, the “Representatives”) not to, directly or indirectly (including, without limitation, through any investment banker, attorney or accountant retained by or on behalf of any such person), (a) solicit, knowingly facilitate or knowingly encourage or induce the submission of any Acquisition Proposal (as defined below), (b) participate in any discussions or negotiations regarding an Acquisition Proposal, or (c) approve or enter into a binding or non-binding agreement with any other person or entity to do or seek to do any of the foregoing or consummate any transaction that is the subject of any Acquisition Proposal. Each party further agrees that, subject to the other terms and conditions hereof, upon execution of this Term Sheet, such party shall, and shall cause each of its Representatives to, cease any and all discussions and negotiations with third parties (other than the other party and its Representatives) regarding any Acquisition Proposal or any similar transaction. An “Acquisition Proposal” shall mean, with respect to either party hereto, any proposal or offer from any person (other than the other party or any of its Representatives) providing for (i) the acquisition or purchase by such person from a party of a substantial portion of such party’s or any of its subsidiaries’ capital stock or material assets or (ii) any merger, consolidation, or other business combination transaction involving such party (other than in connection with the Transaction or the exercise or repurchase of existing equity interests).
In the event that the Definitive Agreement is not executed by the parties prior to the date of the conclusion of the Nano Extraordinary General Meeting (the “EGM Date”), Nano shall reimburse Infinite for its reasonable and documented out-of-pocket expenses of its legal counsel and accountants related to the Transaction up to an aggregate of $3 million by wire transfer within 5 business days of Infinite providing Nano with documentation reasonably supporting such expenses(the “Termination Fee”), so long as Infinite is ready, willing and able to execute the Definitive Agreement prior to the EGM on terms that are substantially the same as the terms set forth in this Term Sheet and Infinite has not, directly or indirectly, taken action or failure to act that shall have materially contributed to causing the failure of the Definitive Agreement to be executed by the parties, and provided that such date shall be extended so long as Infinite elects to continue to negotiate in good faith. If the Definitive Agreement is executed after the EGM Date: (i) the Termination Fee shall be added to the Nano Valuation at Closing for purposes of determining the Exchange Ratio; and (ii) the Termination Fee shall be credited against any expense reimbursement or Break Fee Amount subsequently payable by Nano to Infinite.
Notwithstanding the foregoing or anything else herein to the contrary, (i) Nano may continue any activity solely related to the disposition or potential disposition of Legacy Assets and not related to any other assets or equity interests of Nano and (ii) during the Exclusivity Period, Infinite shall not negotiate in respect of or otherwise obtain funds or financing whether unsecured or secured by capital stock or assets of Infinite or any of its subsidiaries or controlled affiliates in an amount in the aggregate in excess of $20 million. |
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| Miscellaneous: |
By their signatures below, each party represents and warrants that they have full power and authority to execute, deliver and perform its obligations under this Term Sheet.
The parties agree that this Term Sheet will be governed by and construed under the laws of the State of Delaware without regard to conflicts of law principles.
The provisions of the sections of this Term Sheet entitled “Confidentiality”, “Exclusivity” and “Miscellaneous,” (the “Binding Provisions”) are intended by the parties to be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Other than the Binding Provisions, all other provisions of this Term Sheet are intended only as an expression of interest on behalf of the parties, are not intended to be legally binding on any party and are expressly subject to the negotiation and execution of an appropriate Definitive Agreement. This Term Sheet may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This Term Sheet may not be assigned without the other party’s written consent. |
(Signature Page Follows)
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This Term Sheet is executed and made effective as of the last date set forth above:
| Nano Dimension Ltd. | Infinite Epigenetics, Inc. | |||
| By: | /s/ David Stehlin | By: | /s/ Matthew Dawson | |
| Name: | David Stehlin | Name: | Matthew Dawson | |
| Title: | Chief Executive Officer | Title: | Chief Executive Officer | |
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Exhibit 99.2
Nano Dimension Signs Term Sheet with Infinite Epigenetics to Form a Publicly Traded, AI-Powered Preventive Health and Diagnostics Company
| · | Nano Dimension Conducted a Rigorous Multi-Month Strategic Review, Assessing Approximately 20 Companies Before Selecting Infinite Epigenetics as the Most Compelling Path to Long-Term Value Creation |
| · | Proposed Combination Would Deploy Nano Dimension’s Capital Base and Nasdaq listing into a High-Growth Healthcare AI Opportunity |
| · | Existing Nano Shareholders Expected to Retain Meaningful Minority Ownership in Combined Company on a Stated Value for Nano Dimension’s Shares that Reflects a 20% Premium to Nano Dimension’s Estimated Net Cash at Closing |
| · | Infinite Epigenetics Transaction Value of $890 million |
| · | Infinite Epigenetics Targets a $90B+ U.S. Clinical Diagnostics Market Opportunity Across its Core Disease States, Combining One of the Largest Private Epigenetic Datasets with a Proprietary Biological AI Platform to Provide Earlier Warning of Disease Risk |
| · | Platform Includes Revenue-Generating Diagnostics Operations with 120,000+ Epigenetic Samples Collected Since 2020 |
| · | Nano and Infinite Epigenetics to Host Conference Call Today at 8:30 AM ET |
WALTHAM, Mass., June 15, 2026 — Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension,” “Nano”) today announced it has entered into a non-binding term sheet for a proposed business combination (“combination”) with Infinite Epigenetics™ (“Infinite Epigenetics,” “Infinite”), an artificial intelligence (“AI”)-powered preventive health and diagnostics company building a proprietary biological AI platform to read, interpret, and apply epigenetic signals at scale.
Epigenetics is the science of gene expression, shaped by lifestyle, aging, stress, and environmental factors. While traditional genetics dictates the exact sequence of one's DNA, epigenetics serves as a set of switches that can turn genes "on" or "off" without altering the underlying code. Epigenetic gene expression represents approximately 80% of one’s health, while their underlying DNA code accounts for the remaining approximately 20%. Infinite Epigenetics’ proprietary biological AI foundation model is trained on the epigenome, the operating system of the body, and reads more than 1 million epigenetic signals from a single test. Every test processed by the platform delivers actionable insights for both clinicians and patients. Furthermore, these tests strengthen the model, improving its ability to detect and predict disease earlier.
Infinite Epigenetics was co-founded by Dr. Matthew Dawson, Dr. Michael Mallin, and Brad Keywell, an entrepreneur and Original Investor and Board Member of Tempus AI, Inc. (Nasdaq: TEM). Infinite Epigenetics is building a proprietary biological AI platform that leverages the technology, proprietary data and commercial operations of its subsidiaries, TruDiagnostic, its CLIA-certified laboratory founded in 2019, and Tally Health, a consumer longevity and preventative health company founded in 2021. While the Infinite Epigenetics name and platform are relatively new, they are anchored in established operating businesses with meaningful commercial traction.
David Stehlin, Chief Executive Officer of Nano Dimension, said: “Infinite Epigenetics represented the most attractive opportunity for us to enhance shareholder value. Together with our financial advisor, Houlihan Lokey, we conducted a thorough review of approximately 20 potential opportunities across multiple sectors over many months. The company checked the key boxes we were looking for: a proven technology platform with: revenue-generating operations; a large, growing addressable market; world-class customers and partners; and a strong leadership team, experienced board members, and highly accomplished investors. We believe Infinite Epigenetics has the potential to become a category-defining company at the intersection of healthcare, biological data and AI, and that the proposed business combination would create a clear and compelling path for long-term shareholder value creation.”
As we approach the culmination of Phase 3 of Nano Dimension’s strategic plan to maximize long-term shareholder value, the proposed combination would deploy Nano’s capital base, Nasdaq platform and strategic flexibility into a high-growth healthcare AI opportunity. The transaction is intended to provide Nano shareholders with exposure to a significantly larger addressable market, while providing Infinite Epigenetics with the publicly traded company platform and resources to accelerate its mission.
Robert Pons, Chairman of Nano Dimension, said: “The proposed business combination with Infinite Epigenetics represents the next major step in Nano’s strategic plan. We believe Infinite Epigenetics offers a compelling opportunity with meaningful long-term potential, and one that we are confident can deliver lasting value for our shareholders.”
Infinite is initially focused on four major chronic diseases: cardiovascular disease, Type 2 diabetes, chronic obstructive pulmonary disease (“COPD”) and metabolic dysfunction-associated steatotic liver disease (“MASLD,” formerly known as fatty liver disease). These diseases impact more than 4 billion people worldwide and chronic diseases account for more than $4 trillion in annual healthcare costs that could be reduced through earlier and more accurate diagnosis. Infinite pairs one of the largest private collections of epigenetic data with its biological AI foundation model to address these conditions at scale.
Through TruDiagnostic and Tally Health, Infinite Epigenetics has built revenue-generating commercial diagnostics operations, collected more than 120,000 epigenetic samples since 2020, and developed a proprietary DNA methylation dataset. Since TruDiagnostic’s founding, the business has generated growing revenue while expanding its testing capabilities, research relationships, and commercial applications. Infinite has also built extensive biological and technical intellectual property (“IP”) and maintains research collaborations with leading institutions, including Harvard, Yale, Duke, Stanford, and others.
Brad Keywell, Co-Founder of Infinite Epigenetics and Original Investor and Board Member of Tempus AI, said: “We believe the most valuable healthcare AI platforms will be built on proprietary biological data, leveraging AI for novel discoveries and insights. Infinite Epigenetics has the opportunity to bring that platform logic to epigenetics, one of the most powerful and dynamic data layers in medicine.”
Transaction Overview
Under the term sheet, the proposed transaction contemplates that Nano Dimension, or a successor publicly traded company, would acquire 100% of the equity interests of Infinite Epigenetics through a merger, consolidation or other transaction structure to be mutually agreed by the parties. Upon closing of the proposed transaction, if any, the combined company is expected to operate under the Infinite Epigenetics name and continue trading on the Nasdaq Capital Market under the proposed ticker symbol “IEAI.”
Existing Nano Dimension shareholders are expected to retain a meaningful minority ownership interest in the combined company based on a stated value for Nano shares that reflects a 20% premium to Nano Dimension’s estimated net cash at closing, subject to final negotiation and execution of a definitive agreement. The parties expect that the combined company will have over $400 million in cash at closing, which the parties believe will provide ample runway and financial flexibility as Infinite Epigenetics advances toward positive cash flow, without the need for additional capital raises.
Nano believes this structure provides existing shareholders with value recognition for its cash position and listing and enables them to participate in the potential upside of a high-growth healthcare AI opportunity.
Additionally, the pre-combination Nano Dimension shareholders would receive a contingent value right (“CVR”) entitling them to certain net proceeds, if any, received by a newly formed entity and liquidation trust from the disposition of certain Nano legacy assets following the closing of the combination.
The term sheet provides for a 30-day period of mutual exclusivity, during which Nano Dimension will conduct confirmatory due diligence on Infinite Epigenetics, and the parties will finalize the terms of a definitive merger agreement.
Dr. Matthew Dawson, Co-Founder and Chief Executive Officer of Infinite Epigenetics, is expected to serve as Chief Executive Officer of the combined company. The board is expected to include representatives designated by Nano, as well as key Infinite Epigenetics leaders and directors, including Brad Keywell, an entrepreneur and Original Investor and Board Member of Tempus AI; U.S. Navy Vice Admiral (Ret.) Raquel C. “Rocky” Bono, M.D., member of the Board of Directors of Humana and former Chief Executive Officer and Director of the Defense Health Agency; Dr. Matthew Dawson; Dr. Michael Mallin; and other directors to be mutually agreed upon by the parties.
Nano Dimension expects to announce additional details regarding the proposed business combination if and when a definitive agreement is executed.
No assurance can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the completion of satisfactory due diligence, the negotiation of a definitive agreement and related ancillary agreements, satisfaction of conditions negotiated therein, Board of Directors and shareholder approvals, regulatory approvals, and other customary conditions.
Strategic Rationale
Exact Sciences helped demonstrate that molecular diagnostics can scale in the public markets. GRAIL helped validate the potential of methylation-based testing from blood. Tempus AI helped demonstrate the power of proprietary clinical data and AI to create a new category in precision medicine. Nano believes Infinite Epigenetics represents a potential “Digital Health 3.0” platform: moving beyond traditional disease detection toward AI-enabled interpretation of biological signals that can support earlier, more proactive health insights.
Nano believes the combination creates a differentiated AI-powered diagnostics and preventive health platform with a durable, self-reinforcing competitive moat. Each test processed adds to Infinite's proprietary biological dataset, compounding its value across clinical diagnostics, consumer longevity, pharma data, and enterprise health applications over time.
Dr. Matthew Dawson, Co-Founder and Chief Executive Officer of Infinite Epigenetics, said: “Our mission is to help move healthcare from reactive to proactive by giving clinicians and individuals earlier insight into what the body is signaling, often before symptoms appear. Detecting risk sooner is how we change outcomes for the chronic diseases that affect billions of people, and epigenetics gives us a dynamic, real-time view of that biology. The proposed combination with Nano Dimension would provide the capital and strategic flexibility to bring these insights to people at scale.”
Infinite Epigenetics Leadership
Infinite Epigenetics is led by a team of healthcare, technology, and AI entrepreneurs, scientists, and operators with experience building, scaling, and exiting category-defining companies. The founding team and leadership have collectively founded more than 10 companies, participated in prior ventures representing more than $20 billion of aggregate exit value, and contributed to more than 50 peer-reviewed studies.
Investor Presentation
An investor presentation containing additional information regarding this transaction is available here.
Conference Call and Webcast
Nano Dimension and Infinite Epigenetics will host a conference call and webcast today, June 15, 2026, at 8:30 a.m. ET to discuss the proposed business combination, strategic rationale, and Infinite Epigenetics’ AI-powered preventive health and diagnostics platform.
Participants can pre-register for the conference call in order to receive dial in information via this link: https://dpregister.com/sreg/10209845/10437fe0ae2
Participants can also dial-in/connect by following the below:
Listen in via U.S. dial-in: 1-844-695-5517
Listen via international dial-in: 1-412-902-6751
Listen via Israel toll free: 1-80-9212373
Listen via webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=x3sIKph8
For those unable to participate in the conference call, a replay of the webcast and investor presentation will be available on Nano Dimension’s investor relations website following the conclusion of the call.
Advisors
Paul Hastings LLP is serving as legal counsel to Nano Dimension and Houlihan Lokey is serving as Nano Dimension's financial advisor. Latham & Watkins LLP is serving as legal counsel to Infinite Epigenetics and Wells Fargo Securities is serving as financial advisor and capital markets advisor to Infinite Epigenetics.
About Nano Dimension Ltd.
Nano Dimension Ltd. (Nasdaq: NNDM) has historically delivered advanced digital manufacturing technologies serving customers across the defense, aerospace, automotive, electronics and medical device industry segments. Following a strategic review process initiated in 2025, the Company has focused on streamlining its operations, reducing cash burn, monetizing product lines and evaluating opportunities to deploy its capital base and publicly traded company platform into a more compelling long-term value creation opportunity. Nano Dimension continues to operate its remaining product lines, while the Company advances its strategic plan and evaluates the proposed business combination with Infinite Epigenetics. For more information, please visit www.nano-di.com.
About Infinite Epigenetics
Infinite Epigenetics is an AI-powered, preventive health and diagnostics company building a proprietary biological AI platform to read, interpret, and apply epigenetic signals at scale. Powered by one of the world’s largest private DNA methylation datasets and supported by a deep body of peer-reviewed research, the company partners with biotech innovators, researchers, and healthcare organizations to translate epigenetic insights into actionable diagnostic and clinical applications. Its operating portfolio includes TruDiagnostic™, a CLIA-certified laboratory and clinical epigenetic testing company, and Tally Health™, a consumer longevity and preventive health company. For more information, visit www.infiniteepigenetics.com.
infiniteepigenetics.com
trudiagnostic.com
tallyhealth.com
prnewswire.com/news/trudiagnostic
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding Nano Dimension’s strategic plan, strategic alternatives review process, expectations on the timing, economics and success of the proposed business combination, beliefs regarding the future success and long-term growth opportunities of Infinite Epigenetics and the combined company, expectations for the structure of the proposed business combination, belief that deploying Nano’s capital and publicly traded company platform into a high growth healthcare and data business offers a more compelling path to long-term value creation than continuing to scale within the advanced digital manufacturing sector, and all other statements other than statements of historical fact that address activities, events or developments that Nano Dimension intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “continue,” “likely,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, the Company cautions shareholders that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including, but not limited to (i) the risk that Nano Dimension and Infinite Epigenetics are unable to negotiate and enter into a definitive agreement for the proposed combination; (ii) the risk that the conditions to the closing (including any necessary shareholder approvals) are not satisfied; (iii) uncertainties as to the timing of the consummation of the proposed combination and the ability of each of Nano Dimension and Infinite Epigenetics to consummate the proposed combination; (iv) effect of the announcement of the proposed combination on the ability of Nano Dimension and Infinite Epigenetics to continue to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (v) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed combination; (vi) changes in the exchange ratio that could cause Nano Dimension’s shareholders and Infinite Epigenetics’ stockholders to own more or less of the combined company than is currently anticipated; (vii) risks related to the market price of Nano Dimension’s shares relative to the value suggested by the term sheet; (viii) unexpected costs, charges or expenses resulting from the proposed combination; (ix) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive agreement for the proposed combination and the other agreements entered into in connection therewith; (x) the possibility that holders of CVRs may never receive any proceeds therefrom; (xi) changes in demand for Nano Dimenson’s or Infinite Epigenetics’ products and services; (xii) global market, political and economic conditions, and conditions in the countries in which Nano Dimension and Infinite Epigenetics operate; (xiii) the impact of changes in law and government regulations; (xiv) competition in the epigenetics health industry; (xv) the risk of litigation, including any proceedings that may be instituted against Nano Dimension or Infinite Epigenetics related to the proposed combination; (xvi) the impact of rapid technological change in the epigenetics health industry; and (xvii) those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in any subsequent filings with the SEC.
Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.
Additional Information and Where to Find It
The Company has filed a preliminary proxy statement and intends to file a proxy statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for an extraordinary general meeting of shareholders that will include, among other proposals, a proposal to approve on a non-binding advisory basis a resolution regarding the continuation of Nano Dimension’s strategic alternatives review process including any related transaction approved by the Board (the “Extraordinary General Meeting”). THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND THE ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov.
This communication also relates to a proposed combination involving Nano Dimension and Infinite Epigenetics and may be deemed to be solicitation material in respect of the proposed combination. In connection with the proposed combination, Nano Dimension intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement of Nano Dimension that will constitute a prospectus with respect to shares of Nano Dimension’s stock to be issued in the proposed combination (the “Proxy Statement/Prospectus”). Nano Dimension may also file other documents with the SEC regarding the proposed combination. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Nano Dimension may file with the SEC. INVESTORS AND SECURITYHOLDERS OF NANO DIMENSION AND INFINTE EPIGENETICS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY NANO DIMENSION WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND RELATED MATTERS. Nano Dimension shareholders and Infinite Epigenetics stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about Nano Dimension, Infinite Epigenetics and the proposed combination that will be filed with the SEC by Nano Dimension through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Nano Dimension will also be available free of charge on Nano Dimension’s website at https://investors.nano-di.com/sec-filings-1/default.aspx or by contacting Nano Dimension’s investor relations department by email at ir@nano-di.com.
Participants in the Solicitation
The Company, the President, Chief Executive Officer and Director, David Stehlin, and each of its non-employee directors (namely, Robert Pons; Phillip Borenstein; Dr. Joshua Rosensweig and Andrew Sriubas) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Extraordinary General Meeting. Information about the compensation of our non-employee Directors is set forth in the sections titled “Director Compensation” and “Director Compensation Table” in the Company’s Annual Report, at pages 54-56, and is available here. Information about the compensation of our President, Chief Executive Officer, and Director, David Stehlin, is set forth in the section titled “Executive Compensation” in the Annual Report, at pages 56-64, and is available here. Information regarding the participants’ holdings of the Company’s securities can be found in the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” in the Company’s Annual Report on pages 64-65 and is available here, and as updated in the filings referenced below. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on May 29, 2026 for Mr. Stehlin (available here) and June 12, 2026 (available here). Such filings are available on the Company’s website at https://investors.nano-di.com/sec-filings-1/default.aspx or through the SEC’s website via the links referenced above.
Updated information regarding the participants’ direct or indirect interests, by security holdings or otherwise, is be set forth in the Company’s preliminary proxy statement on Schedule 14A and will be set forth in the Company’s definitive proxy statement and other materials to be filed with the SEC in connection with the Extraordinary General Meeting.
Nano Dimension and its directors and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Nano Dimension’s shareholders in connection with the proposed combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Nano Dimension’s shareholders in connection with the proposed combination will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed combination, which is expected to be filed with the SEC by Nano Dimension. Investors and securityholders of Nano Dimension and Infinite Epigenetics are urged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Nano Dimension carefully and in their entirety when they become available because they will contain important information about the proposed combination.
Contacts
Investors:
Purva Sanariya
Director, Investor Relations
ir@nano-di.com
Media:
Samuel Manning
Principal Manager, External Communications
press@nano-di.com
Exhibit 99.3
PROPOSED BUSINESS COMBINATION Nano Dimension + Infinite Epigenetics Forming a publicly traded AI - powered company to redefine how chronic disease is predicted, detected and prevented with epigenetics. 01
DISCLAIMER Forward - looking statements & disclaimer. Forward Looking Statements Additional Information and Where to Find It Participants in the Solicitation 02
Contents 19 Healthcare Provider Market Opportunity 20 Additional Market Opportunities 21 Commercial Applications 22 Market Precedents 23 The Infinite Portfolio 24 Leadership 25 Our Partners 27 Our Investors 28 Key Takeaways 30 Reference Glossary 04 Transaction Overview 07 What This Creates 09 The Problem 11 Infinite Epigenetics Overview 12 Why Now 14 How The Test Works 15 Our Proprietary Model 16 Our Data Flywheel 17 The Market Size 18 Performance vs. Existing Diagnostics 03
NANO DIMENSION BRINGS Strong capital base and Nasdaq listing A Nasdaq listing, a strong capital base, and the strategic flexibility to fund growth. + INFINITE EPIGENETICS BRINGS A revenue - generating, biological AI platform A vast, proprietary biological dataset, deep IP, and biological AI foundation model. = THE COMBINED COMPANY Infinite Epigenetics, on Nasdaq A focused public company at the intersection of AI, epigenetics, and diagnostics. New ticker: IEAI The proposed transaction marks the culmination of Phase 3 of Nano Dimension's previously announced three - phase strategic plan, d eveloped to maximize long - term shareholder value. Epigenetics: the control layer switching genes on/off, shifting with age, diet & disease · Foundation model: broadly - trained AI adaptable to many specific tasks 04 TRANSACTION OVERVIEW Deploying capital into a high - growth healthcare AI AI opportunity.
TRANSACTION OVERVIEW Summary of potential opportunities review. review. 05 Nano Dimension engaged Guggenheim Securities, LLC (“Guggenheim”) and Houlihan Lokey (“Houlihan”) to support the Nano Dimension’s Board of Directors in conducting a thorough and disciplined evaluation of a comprehensive range of strategic alternatives with the objective of maximizing shareholder value, including a review of its product lines, core technologies, market dynamics and competitive positioning. Guggenheim supported Nano Dimension in evaluating and executing opportunities to monetize its product lines. Houlihan supported Nano Dimension in evaluating a focused set of alternatives with respect to the Nano Dimension’s financial resources and public company platform. Possible alternatives included, a strategic merger, a reverse merger, or other strategic transactions intended to maximize shareholder value in 2026 and beyond. Nano Dimension identified multiple potential counterparties and actively engaged in discussions under a range of potential transaction structures. During the process, approximately 20 companies responded, 14 companies submitted indications of interest, of which several were interviewed, six face - to - face company meetings were conducted, and a smaller group of four companies were included in the short list of preferred companies in the process. Nano Dimension has conducted due diligence on Infinite with the assistance of multiple consultants in the healthcare space. The Nano Dimension Board of Directors approved the Infinite transaction term sheet.
TRANSACTION OVERVIEW Summary of key terms. terms. 06 Signed Term Sheet: June 15, 2026 Definitive Agreement expected to be executed before July 31, 2026 The combined company is expected to operate under the Infinite Epigenetics name and continue trading on the Nasdaq Capital Market under the proposed ticker symbol “IEAI” Key Terms: Stock - for - stock merger valuing Infinite Epigenetics at $875 million Exchange ratio determined based on the stated value for Nano Dimension shares that reflects a 20% premium to Nano Dimension’s estimated net cash at closing Existing Nano Dimension shareholders expected to retain meaningful minority ownership in the combined company Management and Board of Directors Composition: Matt Dawson, current CEO of Infinite, will lead the combined company as CEO Following the closing, the combined company Board of Directors would consist of seven members Infinite Epigenetics shall have the right to designate up to 5 directors, including 3 independent directors Infinite Epigenetics plans to nominate Brad Keywell, Matt Dawson, and Rocky (Raquel) Bono to the Board of Directors Transaction subject to negotiation and execution of definitive agreement and will require a subsequent Nano Dimension Shareholder vote Transaction expected to close by the end of the year.
WHAT THIS CREATES An AI - powered preventive health and diagnostics company on company on Nasdaq. The proposed combination would bring Infinite Epigenetics, its proprietary biological AI platform and revenue - generating diagnos tics operations, to the public market under the ticker IEAI. Commercial stage company CLIA - certified lab; established sales org with 7,500+ providers in our network; live revenue today. Robust IP portfolio & dataset 11 patent families; one of the largest private DNA - methylation datasets globally. Proprietary biological AI model An epigenetics - anchored foundation model that compounds with every test. Four lead disease programs COPD, Type 2 Diabetes, Cardiovascular Disease, and MASLD (Fatty Liver) from one at - home blood test. Experienced leadership team Co - founded by Dr. Matthew Dawson, Dr. Michael Mallin, and Brad Keywell, Original Investor & Board Member of Tempus AI (Nasdaq: TEM). Many channels, one engine Current: Healthcare Providers, Research, Commercial, Consumer. Future: Employer & Enterprise, Medicare Advantage, Life Insurance, Pharma, Military. DNA methylation: a chemical tag that switches genes on/off; the signal we read · CLIA - certified: the lab meets U.S. federal standards to run diagnostic tests on patients · MASLD / MASH: metabolic - associated fatty liver disease and its advanced form (formerly NAFLD / NASH) 07
EVERY 11 SECONDS Someone in the world dies from COPD. EVERY 9 SECONDS Someone in the world dies of diabetes. EVERY 2 SECONDS Someone in the world dies of cardiovascular disease. Sources: WHO, “Chronic Obstructive Pulmonary Disease (COPD),” 2026; WHO, “Cardiovascular Diseases,” 2026; International Diabe tes Federation, “IDF Diabetes Atlas,” 2025. 08
THE PROBLEM Chronic diseases cause ~75% of deaths worldwide. worldwide. Today's diagnostics are failing us. They are reactive, confirming disease after symptoms appear, often years after the biolog y h as already changed. The cost of that delay is measured in trillions, and in countless lives. >4 Billion People worldwide live with one of these diseases. Type 2 Diabetes Cardiovascular Disease MASLD (Fatty Liver Disease) Chronic Obstructive Pulmonary Disease (COPD) $500B Saved by scaling proven interventions. interventions. >7 Years Years Average time from disease onset to to diagnosis. $4.5T Annual health care expenditures for for chronic and mental health conditions. Sources: WHO, “Noncommunicable Diseases,” 2025; CDC, “Fast Facts: Health and Economic Costs of Chronic Conditions,” 2026; McK ins ey Health Institute, “The Health of Nations: Stronger Health, Stronger Economies,” 2026. Boers et al., “Global Burden of COPD Through 2050,” 2023; Global Burden of Cardiovascular Diseases and Risks 2023 Colla bor ators, “Global, Regional, and National Burden of Cardiovascular Diseases and Risk Factors in 204 Countries and Territories,” 2025; Younossi et al., “The Global Epidemiology of NASH,” 2023; International Diab ete s Federation, “IDF Diabetes Atlas,” 2025. Gopalan et al., “Prevalence and Predictors of Delayed Clinical Diagnosis of Type 2 Diabetes,” 2019; Manikat et al., “Peri - Complication Diagnosis of NAFLD,” 2025; Larsson e t al., “Impact of COPD Timing on Clinical and Economic Outcomes,” 2019. 09
What if you could predict or diagnose these diseases with remarkable precision , years before symptoms arise? 10
INFINITE EPIGENETICS OVERVIEW We built the platform that makes it possible. Infinite's proprietary biological AI model is trained on the most information - dense biological signal that exists: the epigenome . Until AI, no one could interpret it at scale. Now, we can predict disease years earlier and more precisely than traditional d iag nostics. The body’s most data - rich biological layer Standard labs measure ~50 biomarkers. We measure over 1 million epigenetic signals in every drop of blood. + One of the world’s largest biological datasets 120,000+ samples. 50+ peer - reviewed validation studies. + A proprietary biological AI platform to translate it 1,500+ algorithms. AUCs of 0.85 - 0.96 (strong disease discrimination). = Disease caught years earlier, like never before Earlier detection. Better prediction. Care personalized to you. Every test expands the dataset that trains the AI model Epigenome: the full set of these on/off instructions — the body's operating system · Biomarker: a measurable biological sign al of health, risk or treatment response · AUC (Area Under the Curve) measures how well a test separates people who have a condition from those who do not. Sources: TruDiagnostic Bioinformatics, “Illumina EPIC - Xtra (XTRACoRSIV1) Array — Probe Composition Reference,” 2026. 11
WHY NOW For the first time, AI can interpret epigenetics at scale. Two forces are arriving at once. Epigenetics has become a validated, dynamic readout of the body, and AI has become powerful and cheap enough to interpret it at scale. Infinite sits at the intersection. EPIGENETICS IS NO LONGER EXPERIMENTAL Epigenetics is the science of gene expression, shaped by lifestyle, aging, stress, and environmental factors. DNA is 20% of your health. Epigenetics is approximately 80%. Supports earlier risk detection, before late - stage disease, enabling true prevention, not just detection. 50+ peer - reviewed studies and 80+ partnerships with top institutions have validated the science. ARTIFICIAL INTELLIGENCE & FALLING COMPUTE COSTS AI is now powerful enough to make sense of vast health data. The cost of AI compute has fallen 5x to 10 × over the past several years. Foundation model improves as its dataset grows with every test. One of the world’s largest DNA methylation databases used to train the foundation model. Sources: Gundlach et al., “The Price of Progress: Price Performance and the Future of AI,” 2025; Rappaport, Stephen, “Genetic Fa ctors Are Not the Major Causes of Chronic Diseases,” 2016; Walker et al., “Data Resource Profile: Whole - Blood DNA Methylation Resource in Generation Scotland (MeGS),” 2025. 12
MORE ADOPTION MORE DATA SMARTER MODELS DEEPER INSIGHTS 13 ONE - LINER We read the operating system of the body – and use AI to translate it into earlier diagnosis and better care.
HOW THE TEST WORKS A simple at - home blood collection powers millions of health insights. 01 At - Home Blood Collection A small blood sample, collected at home or in clinic. 02 Lab Processing Our CLIA - certified lab reads 1M+ epigenetic signals from a single sample. 03 AI Translation Our foundation model translates the raw signals into clear health insights. 04 Clinical Guidance Risk and disease insights empower physician consults that are preventive and personalized. 1M+ + Epigenetic signals read per sample. Every test expands the dataset that trains the model Sources: TruDiagnostic Bioinformatics, “Illumina EPIC - Xtra (XTRACoRSIV1) Array — Probe Composition Reference,” 2026. 14
OUR PROPRIETARY MODEL How the proprietary AI model works. Infinite Epigenetics pairs one of the world's largest epigenetic datasets with a biological AI foundation model trained on bi lli ons data points - redefining how disease is predicted, detected, and prevented. Methylation array: the lab test that reads methylation from a blood sample · Multi - omic: several layers of biological data c ombined into one model · CpG site: a spot on DNA where methylation is measured; the array reads ~1M per sample Illustrative of the indication menu read from a single methylation array. The billions of data points are derived from 120,00 0+ samples processed, each measuring between 200,000 - 1 million CpG sites. 15 Blood - based epigenetic signals 1M+ epigenetic signals (via CpG sites) Diverse, longitudinal cohorts 120K+ samples and growing Multi - omic + clinical data Clinical context today; multi - omic on the roadmap. Proprietary algorithms & insights Compounding network effects Proprietary AI model trained on billions of data points Type 2 Diabetes COPD Cardiovascular Disease MASLD (Fatty Liver)
OUR DATA FLYWHEEL Why it’s hard to replicate . Most diagnostics companies have an AI chatbot. We have a flywheel – with five years of patent filings, proprietary know - how, and a compounding data asset – widening the gap between us and any future competitor. 120K + samples collected. Every one made the model smarter. 1,500 + algorithms built on biology no one else has access to. 1M + biological signals per test. Standard labs read 50. 80 + research partnerships. The people who built this field are building it with us. THE COMPOUNDING LOOP More valuable, and more defensible, at scale. 01 More tests 03 Smarter models 02 More data 16 “The most valuable healthcare AI platforms will be built on proprietary proprietary biological data .” Brad Keywell
THE MARKET SIZE Starting with four large, underdiagnosed populations . Our initial focus is on four large chronic disease markets where novel diagnostic technologies can drive the biggest impact, wit h a clear roadmap for future entry into additional disease markets beyond these four. Cardiovascular Disease #1 U.S. cause of death ~919K deaths/yr 5 YEAR PREDICTOR Type 2 Diabetes ~115M ~80% unaware (incl. prediabetes) 5 YEAR PREDICTOR MASLD (Fatty liver) ~100M ~99% undiagnosed DIAGNOSTIC COPD ~30M ~80% undiagnosed >$50B burden DIAGNOSTIC Platform optionality. Beyond the four initial diseases, the same foundation model reads biological age, additional disease proxies, and new indicat ion s at near - zero incremental cost. Biological age: the body's age from epigenetic signals, vs. years lived Sources: COPD Foundation, “COPD Prevalence, Disease Burden Varies Significantly by State,” 2025; Le et al., “Estimated Burden of MASLD in US Adults,” 2025; Kaiser Permanente, “Many Adults May Be Unaware That They Have Liver Disease,” 2025; American Lung Association, “COPD in Your State,” 2026; CDC, “National Diabetes Statistics Report,” 20 26; CDC, “Heart Disease Facts,” 2024. Ho et al., “Under - and over - diagnosis of COPD,” 2019. Lamprecht B, et al. "Determinants of Underdiagnosis of COPD in National and International Surveys." Chest. 2015. CD C, “Diabetes in the US,” 2026. 17
PERFORMANCE VS. EXISTING DIAGNOSTICS Strong performance versus standard tools across four major chronic diseases. Across major chronic diseases, our models show AUCs (area under the ROC curve) of 0.85 – 0.96. AUC measures how well a model separ ates people with a condition from those without it: 0.50 is no better than chance, 1.00 is perfect discrimination. MASLD (Fatty liver) 0.96 Type 2 Diabetes 0.92 COPD (Chronic pulmonary obstructive disease) 0.91 Cardiovascular Disease 0.85 AUC: how well a test separates people with a condition from those without (0.5 chance, 1.0 perfect) · ROC curve: the plot of true vs. false positives that AUC is derived from “AUC = area under the ROC curve (disease - state discrimination). Comparator values are published literature estimates that vary b y population, endpoint, and time horizon and require same - cohort confirmation before use. 18 PUBLISHED COMPARATOR RANGES — SEPARATE COHORTS, NOT HEAD - TO - HEAD COMPARISONS MASLD (detect) 0.96 vs FIB - 4 ~0.76 - 0.85 · CVD (predict) 0.85 vs PREVENT ~0.76 - 0.79 · T2D (predict) 0.92 vs FINDRISC ~0.75 · COPD (detect) 0.91 vs symptom - based case - finding ~0.70
HEALTHCARE PROVIDER MARKET OPPORTUNITY $94B prevalence TAM today. today. INDICATION PREVALENCE TAM WHAT WE DETECT Type 2 Diabetes $42.9B 5 - year T2D risk in prediabetes and metabolic - risk adults. Cardiovascular Disease $22.3B 5 - year ASCVD risk for intermediate - risk primary - prevention adults. MASLD (Fatty Liver) $20.9B Blood - based stratification for ≥F2 liver fibrosis in metabolic - risk adults. COPD $7.8B Pre - spirometric diagnostic aid for symptomatic, undiagnosed adults. Total Addressable Market $94B B ASCVD: atherosclerotic cardiovascular disease; the standard 10 - year heart - risk category; Prevalence TAM is calculated as full US addressable population x ASP (Avg. Sales Price) Source: Company estimates based on CDC, “Trends in the Prevalence of COPD,” 2023; Ho et al., “Under - and Over - diagnosis of COPD, ” 2019; CDC, “Type 2 Diabetes,” 2024; Unalp - Arida and Ruhl, “Prevalence of MASLD and Fibrosis Defined by Liver Elastography,” 2025; NIH, “Diabetes Statistics,” 2024; CDC, “Diabetes in the US,” 2026. Vega, Wang and Grundy, “Prevalence and Significance of Risk Enhancing Biomarkers in the US Population at Intermediate Risk for Atherosclerotic Disease,” 2022. US Census Bureau, “Exploring Age Groups in the 2020 Censu s,” 2023. 19
ADDITIONAL MARKET OPPORTUNITIES Near - zero incremental cost for new markets. The same finger prick that catches diabetes early can also enrich a pharma trial and screen a military unit. Healthcare Providers Providers CURRENT MARKET DTC & Commercial Partnerships Partnerships CURRENT MARKET Research & Institutional Institutional CURRENT MARKET SaaS & Software Software that helps turn complex methylation results into clear, usable insights that labs and health systems could license. FUTURE MARKET Military & Gov't Health Health A chance to bring earlier health insights to vulnerable service members and veterans, a large, well - funded system with urgent unmet needs in areas like mental health. FUTURE MARKET At - Risk & Enterprise Health plans and employers that pay for outcomes have a built - in reason to adopt earlier detection, since catching disease sooner can help lower the long - term cost of care. FUTURE MARKET Life Insurance Insurance Insurers and investors price longevity for a living; biological - age insights could help them do it more accurately, in a way that's distinct from traditional genetic testing. FUTURE MARKET Pharma & Data Data Drug developers increasingly rely on large biological datasets, and Infinite’s testing and data could support their biomarker, trial, and partnership work. FUTURE MARKET 20
COMMERCIAL APPLICATIONS The possibilities of what we can learn are infinite . Our proprietary biological AI model is designed to support earlier disease - risk detection, treatment - response modeling, biologic al - age measurement, and other applications on one shared model. Each test expands the dataset available for future model development. Healthspan: years lived in good health, distinct from total lifespan 21 Early disease detection Earlier risk detection, before late - stage disease. Biological age & longevity Protocols for optimal healthspan Treatment response Predict responders before trial - and - error Mental health Neurocognitive and nervous system markers Fertility & maternal Preconception, IVF, pregnancy, postpartum Drug discovery & targets Signatures that reveal what to target Trial enrichment Select patients by biology, not diagnosis code The Foundation One biological foundation model, with a roadmap to multi - omic inputs
MARKET PRECEDENTS Three companies with multi billion - dollar validations. Infinite does all of it, from one platform. Exact Sciences proved diagnostics can scale in the public market. GRAIL proved methylation works. Tempus proved data plus AI is a platform. Infinite Epigenetics is where all three converge. Exact Sciences PROVEN Molecular diagnostics can scale in the public markets with a single chronic disease test. GRAIL PROVEN Methylation can power multi - disease detection from blood. Tempus PROVEN Proprietary clinical data + AI is a public - market platform. Infinite Epigenetics has the same science across multiple chronic diseases. Infinite Epigenetics owns one of the world’s largest methylation datasets. Infinite Epigenetics has built a proprietary biological AI platform trained on biology. Named companies are category precedents only. No valuations or side - by - side claims are made. 22
THE INFINITE PORTFOLIO One data engine, multiple brands . Infinite Epigenetics powers clinical diagnostics and longevity solutions across its portfolio with one biological data engine . E very test that TruDiagnostic and Tally run expands the shared biological data asset, so the entire platform gets smarter, and more valuable, ov er time. OPERATING COMPANY · CLINICAL A commercial diagnostics platform and methylation data engine, TruDiagnostic has collected 120,000+ epigenetic samples, supported 80+ research studies and trials with pharma and academic partners, and is validated by 50+ peer - reviewed publications. 120k+ SAMPLES 50+ PUBLICATIONS 80+ PARTNERSHIPS OPERATING COMPANY · CONSUMER Co - founded by Dr. David Sinclair, a Harvard Medical School professor, Tally is a professor, Tally is a consumer longevity and biological - age testing company company with 15+ peer - reviewed publications validating the science. Built for science. Built for anyone trying to slow aging and improve healthspan. healthspan. TIME - seq TALLYAGE 15+ PUBLICATIONS 23
LEADERSHIP A team that has done this before . Proven operators paired with the scientists who authored the field, with $20B+ in combined exits behind the founding team. CO - FOUNDER Matt Dawson, MD Chief Executive Officer Six - time healthcare founder with multiple exits Author of two medical textbooks and dozens of book chapters National award for Innovation in Healthcare Sought - after speaker on precision medicine, AI in healthcare, and the future of diagnostics CO - FOUNDER & CURRENT CHAIR Brad Keywell Board Member EY World Entrepreneur of the Year Original Investor and Board Member of Tempus AI Raised $4B+ in capital over the last decade Serial entrepreneur with multiple $1B+ exits, including Groupon, Tempus AI, and Echo Global Logistics CO - FOUNDER Mike Mallin, MD Chief Science Officer Two - time successful healthcare founder Author of 35 peer - reviewed publications Renowned educator on genomics, longevity, and systems - based health Track - record figures reflect the founders' prior ventures. 24 Founded 10+ companies $20B+ in total exits Clinical physicians and educators National awards for innovation 50+ peer - reviewed studies published
OUR PARTNERS Built with leading institutions . Relationships span research collaborations, data - use agreements, and licensed IP across leading institutions. PEER - REVIEWED STUDIES 50 + DUAS & COLLABORATIONS 80 + DUA: data - use agreement governing how a partner's data may be accessed and used Relationships include research, data, processing, licensing, and advisory collaborations. Logos do not imply endorsement, con tra ct value, or commitment. 25
OUR PARTNERS Science, clinical, and governmental advisors. VADM (Ret.) Rocky Bono, MD Former CEO, Defense Health Agency David Shulkin, MD 9th Secretary, U.S. Veterans Affairs Gen. (Ret.) Michael Garrett U.S. Army Gen. (Ret.) Paul Funk U.S. Army Gen. (Ret.) Ed Daly U.S. Army MG (Ret.) Dennis LeMaster U.S. Army MILITARY & GOVERNMENTAL AFFAIRS SCIENTIFIC RESEARCH BOARD Jessica Lasky - Su, PhD Harvard Raghav Sehgal, PhD Yale Michael Corley, PhD Cornell Andrew Teschendorff, PhD Cambridge Wanding Zhou, PhD Van Andel Institute CLINICAL ADVISORY BOARD Helen Messier MD, PhD Sanjeev Goel MD, FCFP (PC), CAFCI Vincent C. Giampapa MD, FACS Edwin Lee MD, FACE Pamela W. Smith MD, MPH, MS MD, MBA Jeffrey Gladden MD, FACC Paul Savage MD, FACEP, FAARM Darshan Shah MD Joseph Raffaele MD No governmental, military, VA, or DoD endorsement, relationship, or procurement pathway is implied. 26
27 Brad Keywell AI in healthcare will not be defined by chatbots alone. We believe the most valuable healthcare AI platforms will be built on proprietary biological data. Infinite Epigenetics has the opportunity to bring that platform logic to epigenetics, one of the most powerful and dynamic data layers in medicine. We see epigenetics and longevity as one of the most compelling long - term opportunities in healthcare — with the potential to reshape how health is measured, managed, and optimized. Infinite, with TruDiagnostic and Tally Health, has the scientific depth, data infrastructure, and ambition to scale it. Joe Craft The best investments I have ever made are the ones that are good business and good for people at the same time, and this is one of them. Infinite Epigenetics uses their proprietary algorithms and biological foundation model to not only diagnose serious disease but also predict it years before any symptom shows up. This is the kind of company I intend to help build for the long run. OUR INVESTORS The capital backing the platform. A founder - aligned cap table spanning consumer, growth, and technology investors.
KEY TAKEAWAYS Why shareholders should support this transaction. transaction. 01 A proprietary biological AI foundation model 02 Proprietary IP & a vast dataset that can't be replicated 03 A live, revenue - generating diagnostics business today 04 Clear use of capital to scale validation, data, and commercialization Methylation probe: proprietary tools that read methylation efficiently 28
NASDAQ: NNDM → IEAI THE THESIS, ONE LAST TIME One proprietary AI platform. Many clinical answers. A compounding biological data asset. 29
REFERENCE Glossary. y. ASCVD AUC Biological Age Biomarker CLIA - certified CpG site DNA Methylation DUA Epigenetics Epigenome Foundation Model Healthspan MASLD / MASH Methylation Array Methylation Probe / Probe Set Multi - Omic ROC curve Term Sheet 30
Exhibit 99.4
Nano Dimension and Infinite Epigenetics Investor Conference Call Script on Proposed Business Combination
Operator – Introduction
Good morning, and welcome to the Nano Dimension and Infinite Epigenetics investor conference call. All participants will be in listen-only mode. Should you need assistance, please signal a Conference Specialist by pressing the star key followed by Zero. Please note, this event is being recorded.
I would now like to turn the conference over to Purva Sanariya, Director of Investor Relations for Nano Dimension. Please go ahead.
Purva Sanariya, Director of Investor Relations
Thank you and good morning, everyone. Welcome to Nano Dimension’s and Infinite Epigenetics’ investor conference call to discuss their proposed business combination and strategic rationale for creating a publicly traded AI-powered preventive health and diagnostics company. Joining me today is our Chief Executive Officer, Dave Stehlin and Dr. Matthew Dawson, Co-Founder and Chief Executive Officer of Infinite Epigenetics.
Earlier today, Nano Dimension issued a press release announcing that it has entered into a non-binding term sheet for a proposed business combination with Infinite Epigenetics. Nano Dimension has also posted a supplemental investor presentation to the investor relations section of its website, and we encourage listeners to review those materials for additional detail.
Before we begin, please note that today’s discussion will include forward-looking statements within the meaning of federal securities law, including statements regarding the proposed business combination, the anticipated benefits of the transaction, the expected strategy and opportunities for the combined company, product development, clinical and commercial plans, reimbursement, market opportunity, and other statements that are not historical facts.
Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Safe Harbor statement outlined in today’s press release also pertains to statements made on this call.
Nano Dimension undertakes no obligation to update these statements except as required by law. Please refer to Nano Dimension’s filings with the U.S. Securities and Exchange Commission for more information regarding these risks and uncertainties.
With that, I will turn the call over to Dave.
David Stehlin, CEO of Nano Dimension
Thank you, Purva, and thank you to everyone joining us this morning.
Today marks a defining moment for Nano Dimension and our shareholders.
Earlier today, we announced that we entered into a non-binding term sheet for a proposed business combination with Infinite Epigenetics, an AI-powered preventive health and diagnostics company that is redefining how chronic disease is predicted, detected, and prevented with epigenetics.
But this is more than a transaction announcement.
This is the next major step forward for Nano. Over the past six plus months, our Board and management team have been focused on one central question:
How can we best utilize Nano’s capital base, Nasdaq listing, and strategic flexibility to create long-term value for our shareholders?
We began to answer this question by streamlining operations, reducing cash burn, and monetizing product lines — significant actions in their own right
Simultaneously, we were evaluating strategic alternatives to identify what we believe is the most compelling path forward.
This process was both rigorous and time intensive...
With our financial advisor, Houlihan Lokey, we conducted a thorough review of approximately 20 potential opportunities across multiple sectors.
From there, we narrowed that targeted list to a sub-set of more serious candidates. We then conducted a round of detailed due diligence on a small group of final candidates.
And after that process, our Board and management team concluded that Infinite Epigenetics clearly stood above the rest.
It checked all the boxes we were looking for: a proven technology platform with revenue-generating operations, a large, growing addressable market, world-class customers and partners, a strong leadership team, experienced board members, and highly accomplished investors.
But this is important:
Not only did Nano choose Infinite...Infinite also chose Nano.
Nano chose Infinite because it is a market moving platform that is commercial today powered by a proprietary AI foundational model built around proprietary biological data, and positioned within a massive and growing addressable market. Healthcare NEEDS what Infinite is pursuing.
On the other hand...
Infinite chose Nano because of our strong capital base, Nasdaq listing, and strategic flexibility, which will help accelerate its growth strategy, expand its commercial reach, advance its proprietary biological AI foundation model, and provide the capital the company needs to fully realize its vision.
Infinite Epigenetics is not a new idea or an early-stage concept. The name is new, but the foundation is not. It has been built over more than five years through two established businesses: TruDiagnostic, a CLIA-certified laboratory founded in 2019, and Tally Health, a consumer longevity and preventive health company founded in 2021.
Matt will speak more directly to the importance of epigenetics, the strength of Infinite’s expertise, and the opportunity ahead.
What is important to understand is that this foundation is already in place. Together, TruDiagnostic and Tally Health have collected more than 120,000 epigenetic samples, developed a proprietary DNA methylation dataset, built revenue-generating commercial operations, and created a platform we believe can scale across multiple healthcare markets.
For Nano shareholders, this proposed transaction provides the opportunity to deploy Nano’s capital base and public company profile into a high-growth healthcare AI opportunity.
If completed, the combined company is expected to operate as Infinite Epigenetics and trade on Nasdaq under the ticker symbol IEAI.
Under the proposed structure, existing Nano shareholders are expected to retain a meaningful minority ownership interest in the combined company, based on a stated value for Nano shares that reflects a 20% premium to Nano Dimension’s estimated net cash at closing, subject to final negotiation and execution of a definitive agreement.
In addition, the pre-combination Nano shareholders would receive a contingent value right entitling them to certain net proceeds, if any, received by a newly formed entity and liquidation trust from the disposition of certain Nano legacy assets following the closing of the combination.
Importantly, this transaction is not only about identifying a compelling business. It is about pairing that business with the right capital base, the right public-company platform, and the right proven leadership team to execute.
Based on the current plan, we believe Nano’s capital base would provide Infinite with the capital it needs to accelerate growth, expand its commercial reach, advance its proprietary biological AI foundation model, accelerate revenue growth, and scale the business toward strong cash flow without the need for additional capital raises.
That matters.
In many diagnostics and healthcare technology stories, investors worry about repeated and uncertain financings. We believe this proposed combination gives Infinite the capital to execute from a position of strength, while giving Nano shareholders the opportunity to participate in the upside of a high-growth, AI-powered preventive health and diagnostics company.
In the interim, Nano will continue to operate its remaining product lines while we advance our strategic plan and work toward executing definitive transaction documents and completing the proposed business combination with Infinite Epigenetics.
This is the right opportunity at the right time.
We believe Infinite is exactly the kind of AI-driven healthcare platform that can shift the market and create meaningful value for our shareholders. We all know people who have experienced the pain of chronic disease, this is one of the world’s most significant problems. The diagnostic capability of Infinite’s proprietary biological AI platform is intended to reduce disease and lower the cost of healthcare.
With that, I want to introduce the person who will lead this next chapter.
Dr. Matthew Dawson...
Matt is the Co-Founder and CEO of Infinite Epigenetics and would serve as CEO of the combined company.
He is a physician entrepreneur, a six-time founder, an author, and a recognized voice in precision medicine, epigenetics, and AI in healthcare. And a focused, committed and strong leader.
Importantly, he is part of a founding team that has collectively built more than 10 companies and participated in prior ventures representing more than $20 billion of aggregate exit value. In getting to know Matt I recognize a brilliant scientist, and a creative, humble and motivating leader.
Nano shareholders are being asked to evaluate a new future for the company. We believe Matt and the Infinite team have the experience, discipline, and vision to be strong stewards of Nano shareholders’ capital and understand how to deliver return on investment.
Now, they are building a company around one of the most important questions in healthcare:
What if we could understand your risk of disease years before symptoms show up?
Matt, over to you.
Dr. Matthew Dawson, Co-Founder and CEO of Infinite Epigenetics
Thank you, Dave.
This is why we built Infinite Epigenetics.
We built this company because we believe healthcare is at a turning point.
For too long, healthcare has been reactive.
We wait until people are sick.
We wait until symptoms appear.
We wait until disease has progressed far enough to show up on conventional tests.
But disease does not start the day it is diagnosed.
Biology changes first.
And if we can read those biological changes earlier, we can change what happens next.
That is the mission of Infinite Epigenetics: to move healthcare from reactive to proactive — from late detection to earlier insight, from treating disease after it appears to understanding risk before it becomes irreversible.
The proposed combination with Nano Dimension gives us the opportunity to accelerate that mission.
We chose Nano because Nano brings more than a public listing. It brings the capital base, strategic flexibility, and shareholder platform to help us execute our growth strategy faster and scale the business with discipline.
For Infinite, that matters because the opportunity in front of us is large, and the timing is now.
To understand why, let’s start with the biology.
Your DNA is the code you are born with. It doesn’t change.
Epigenetics is different. Epigenetics reflects how your genes are being expressed through aging, lifestyle, environment, stress, inflammation, metabolic health, and disease.
Epigenetics is dynamic. It changes over time.
That is what makes it so valuable. It becomes a window into both your current state of health and your future health trajectory.
In simple terms, epigenetics gives us a way to read the operating system of the body.
Historically, reading that operating system has been the difficult part.
The epigenome is extraordinarily complex. It contains an enormous amount of signals. A traditional lab test may look at dozens of biomarkers. But from a simple blood sample, our lab can read more than one million epigenetic signals.
That level of biological information is incredibly powerful, but it requires artificial intelligence to interpret at scale.
This is why the opportunity exists now and not before.
These two revolutions are converging.
Epigenetics gives us a dynamic biological signal. AI gives us the ability to interpret those signals at a scale and level of complexity that was impossible before.
We’ve built a proprietary biological AI foundation model trained on extensive epigenetic datasets, research, and clinical outcomes.
This model enables us to translate those million-plus signals into clearer health insights and unlock predictive insights at a biological level that was previously inaccessible.
We call it Infinite Biological Intelligence.
The first model is called IE-1 and it will get stronger over time.
Each test processed by our platform does two things.
First, it delivers actionable insights for clinicians and patients.
Second, it adds data that further strengthens the model in future training runs, helping it detect and predict disease earlier.
More tests generate more data.
More data improves the model.
A stronger model supports better insights.
Better insights drive greater clinical adoption.
And greater adoption creates more tests and more data.
This is a compounding biological data asset.
And it is the core of the Infinite Epigenetics platform.
That is why we view Infinite Epigenetics as much more than a diagnostics company.
We are building an AI-native health platform anchored in proprietary epigenetic data.
We believe the next era of healthcare will be predictive, preventive, personalized, and powered by AI.
And we believe epigenetics is one of the most important biological layers for making that possible.
Importantly, this is not just a vision.
We have already commercialized this platform.
Infinite brings together the technology, proprietary data, and commercial operations of two established businesses: TruDiagnostic, our CLIA-certified laboratory founded in 2019, and Tally Health, our consumer longevity and preventive health company founded in 2021.
Today, revenue is generated through our existing TruDiagnostic and Tally operations, including testing, research, consumer longevity, and commercial channels.
The larger opportunity ahead is to build on this foundation and expand into broader clinical diagnostics, preventive health, reimbursement-driven markets, enterprise channels, pharma/data partnerships, and software applications.
So far, these businesses have collected more than 120,000 epigenetic samples, generated revenue, built commercial channels, expanded research relationships, and developed a proprietary DNA methylation dataset that is one of the largest private datasets of its kind.
We have the test volume.
We have the data.
We have the intellectual property.
We have the commercial operations.
We have the scientific relationships.
We have the clinical and consumer channels.
And we have the platform that can expand these compounding assets into multiple markets over time.
Our initial clinical focus is on four major chronic disease areas: cardiovascular disease, Type 2 diabetes, chronic obstructive pulmonary disease, or COPD, and MASLD, formerly known as fatty liver disease.
These disease areas represent where we believe the platform can have some of its greatest long-term impact. Some applications are active today, while others are part of our development and commercialization roadmap.
These are among the most important and costly disease categories in the world. They affect more than 4 billion people worldwide and account for more than $4 trillion in annual healthcare costs.
And they are often detected too late.
Together, these initial disease areas represent an over $90 billion U.S. clinical diagnostics market opportunity across our core disease states.
We believe AI-enabled epigenetics is the piece that can shift healthcare from reactive to proactive.
It can help identify disease risk earlier.
It can help detect biological changes years before symptoms surface.
And it can give clinicians a clearer window into the body so they can intervene sooner, personalize care, and improve outcomes.
This is the opportunity we are pursuing.
At the center of Infinite Epigenetics is one powerful idea, which is that:
One biological data engine can support many applications.
The same foundation model that supports earlier detection of chronic disease can support much more: biological age and longevity, treatment response, drug development, trial enrichment, and beyond.
It is not one test.
It is not one market.
It is not one use case.
It is a proprietary biological AI platform with many potential clinical and commercial applications.
We believe that is where AI healthcare is headed.
In recent years, investors have watched several important public-market categories emerge.
Exact Sciences helped demonstrate that molecular diagnostics can scale.
GRAIL helped demonstrate the potential of methylation-based disease detection from blood.
Tempus AI helped demonstrate that proprietary healthcare data and AI can create a powerful precision medicine platform.
Infinite sits at the intersection of all three: a diagnostics business, methylation-based testing, and proprietary biological data.
On top of this, we are building an AI platform that turns that data into actionable intelligence and insights.
That combination creates a differentiated platform with the potential to support multiple clinical and commercial applications over time.
And perhaps the most important part of the Infinite Epigenetics story is the data itself.
We have the data moat to lead this industry.
In healthcare, high-quality biological data cannot simply be scraped from the internet. It must be generated, validated, structured, protected, and connected to real biological context.
That requires years of testing, scientific work, commercial operations, clinician engagement, and research collaboration.
Infinite has been building this foundation for years.
Infinite has also built extensive biological and technical intellectual property and maintains research collaborations with leading institutions, including Harvard, Yale, Duke, Stanford, and other top institutions around the world.
Our platform includes proprietary methylation data, more than one million epigenetic signals per sample, patent families spanning assay technology, algorithms, and novel biology, and a growing research and advisor network that includes leaders across epigenetics, methylation science, clinical medicine, longevity, and health systems.
These assets create a durable foundation for a publicly traded, AI-powered preventive health and diagnostics company.
Our team is also an important part of the story.
I have spent my career at the intersection of medicine, entrepreneurship, precision health, and education. I have founded multiple healthcare companies, authored medical textbooks, and worked to make complex medical science more accessible and actionable.
Dr. Michael Mallin, our Co-Founder and Chief Science Officer, is a physician-scientist, healthcare founder, and precision medicine operator with deep experience developing diagnostic products and translating complex science into tools that clinicians and consumers can use.
Brad Keywell, our Co-Founder and Chairman, is an original investor and Board Member of Tempus AI and a serial entrepreneur who has helped build multiple data-driven technology companies.
Across the broader Infinite team, we bring together clinicians, scientists, AI thinkers, commercial operators, and company builders.
The variety of expertise is crucial as this process doesn’t just require science but it requires execution.
Building at the intersection of epigenetics, AI, and commercial healthcare takes more than any single discipline.
The science has to become a product.
The product has to reach clinicians and consumers.
The platform has to scale.
And the capital has
to be deployed responsibly.
We understand that responsibility.
If this transaction is completed, we would be stewards of Nano shareholders’ capital. Our focus would be clear: use that capital with discipline to accelerate growth, expand commercial reach, deepen the dataset, advance our disease models, and move the business toward positive cash flow without the need for additional capital raises.
That is why this proposed combination is so significant.
Nano brings a publicly traded platform, a strong capital base, and strategic flexibility.
Infinite brings a revenue-generating biological AI platform, proprietary data, a biological foundation model, commercial operations, deep IP, and a large long-term market opportunity.
Nano chose Infinite because of the platform we have built.
Infinite chose Nano because Nano can help us scale it.
Together, we have the opportunity to build a company around a simple but powerful idea:
The earlier we understand disease, the more power we have to change its course.
That is bigger than one test.
It is bigger than one market.
It is the foundation for a new kind of healthcare company...one built to help predict, detect, and ultimately prevent disease earlier.
For Nano shareholders, this is an opportunity to participate in a company built around some of the most powerful themes in healthcare and technology.
For Infinite, this proposed combination would provide the capital and publicly traded company platform to scale faster…deepen our dataset…expand our commercial organization…advance our disease models…pursue reimbursement pathways…and execute our growth strategy more quickly.
But just as importantly, it would give us the opportunity to do that with a strong capital foundation and a clear focus on disciplined execution.
We know Nano shareholders are being asked to evaluate a new future for the company.
Our job is to earn that confidence.
We will do that by executing with discipline, deploying your capital responsibly, and building around the foundation already in place: real technology, real data, real revenue, and a real platform.
The future we are pursuing is ambitious.
We want to help clinicians catch disease earlier.
We want to give individuals a better understanding of their own biology.
We want to help researchers and pharma partners identify new biological patterns.
Above all, we want to use AI not just to automate healthcare, but to make healthcare more predictive, more preventive, and more personal.
Infinite represents a chance to build something durable at the intersection of AI and biology.
A company that gets smarter with every test.
A company that gives clinicians a clearer window into the body.
A company that can help move healthcare from reacting to disease to understanding it earlier.
The opportunity is real.
The foundation is in place.
And the mission is clear: Change the way the world understands, predicts, and prevents disease.
Dave, I’ll turn it back to you.
David Stehlin, CEO of Nano Dimension
Thank you, Matt.
That was a powerful overview and captures why our Board and management team believe so strongly in Infinite Epigenetics.
As we previously announced, we are holding an extraordinary general meeting of shareholders on July 31, which will include on the agenda a proposal to approve, on a non-binding advisory basis, a resolution regarding the continuation of our strategic alternatives review process including any related transaction approved by the Board. This vote is simply one that will ask you to allow the company to continue with our strategic process to a close.
We are running a rigorous process. We found a differentiated, commercial AI-powered preventive health and diagnostics platform. And we believe Nano’s capital base and Nasdaq listing can help turn that platform into a high-growth public company with the resources to scale and in relatively short order.
The transaction is also structured to allow Nano shareholders to retain a meaningful minority ownership in the combined company. The proposed valuation reflects an approximate 20% premium to Nano’s estimated net cash at closing. Pre-combination Nano shareholders would also receive a contingent value right tied to certain net proceeds, if any, received by the combined company with respect to the disposition of certain Nano legacy assets following the closing of the combination.
We also expect the combined company to benefit from a strong and reconstituted board with deep healthcare, public company, AI, and operating experience. The board is expected to include representatives designated by Nano, as well as key Infinite Epigenetics leaders and directors, including Brad Keywell, a leading investor in forward leaning companies and AI technology applications and retired U.S. Navy Vice Admiral Raquel ‘Rocky’ Bono, a current member of the board of directors of Humana, former CEO and director of the Defense Health Agency, and nationally recognized healthcare leader.
The strategic fit is clear.
Nano brings a publicly traded platform, a strong capital base, and the financial flexibility to invest behind growth. Infinite brings a revenue-generating proprietary biological AI platform, proprietary data, deep intellectual property, and an experienced team building at the intersection of AI and biology and is ready to scale.
We believe this proposed combination offers a more compelling path than remaining a cash-heavy public company without a scalable growth platform.
Together, we believe this creates a rare opportunity for Nano shareholders to participate in a publicly traded, AI-powered preventive health and diagnostics company with the capital needed to accelerate growth and scale the business towards positive cash flow without the need for additional capital raises.
…..
The record date for the extraordinary general meeting is June 23, 2026, and the extraordinary general meeting will be held on July 31, 2026.
The upcoming vote is not a final vote on the Infinite Epigenetics transaction. It is a vote, among other matters, to allow the Company to continue the strategic alternatives review process and work toward a final proposal for shareholders to consider.
If a definitive agreement is reached, shareholders will receive additional information and will have the opportunity to vote on the final transaction at a later date.
We appreciate the patience of our shareholders throughout this process. We know this has taken time, but we have been deliberate because the decision matters.
Now is the time to act.
The July vote is about preserving the Company’s ability to continue diligence and advance what we believe is a truly rare opportunity for Nano shareholders.
We encourage shareholders to review today’s press release and supplemental investor presentation, understand the opportunity in front of us, and support the Board’s proposed path forward at the upcoming extraordinary general meeting.
We look forward to keeping you updated as we advance due diligence and work toward a definitive agreement.
Thank you again for joining us today.
Operator – Closing
This concludes today’s conference call. Thank you for your participation. You may now disconnect.
FAQ
What did Nano Dimension (NNDM) announce regarding Infinite Epigenetics?
Nano Dimension signed a non-binding term sheet to acquire 100% of Infinite Epigenetics in an all-stock business combination. The combined company is expected to operate under the Infinite Epigenetics name and seek continued Nasdaq listing, subject to a definitive agreement, approvals, and closing conditions.
What cash position is expected for the combined Nano Dimension and Infinite Epigenetics company?
The parties indicate the combined company is expected to hold over $400 million in cash at closing. This cash base is intended to support Infinite Epigenetics’ AI-driven diagnostics growth plan, helping fund commercialization and platform development without immediate reliance on additional capital raises.
What happens to Nano Dimension’s existing businesses and assets in this proposed deal?
Nano’s legacy assets, including businesses, technology, intellectual property, and certain financial assets, are expected to be separated into a liquidation trust or spinout structure. Pre-closing Nano shareholders would receive contingent value rights giving them claims on net proceeds from post-closing dispositions of those legacy assets.
What are the key conditions and protections in the Nano Dimension–Infinite Epigenetics term sheet?
The term sheet is non-binding and requires a definitive agreement, regulatory and shareholder approvals, Nano’s re-domestication, and an effective Form S-4. It includes a 30-day exclusivity period and a Break Fee Amount of $10,000,000, funded via a dedicated escrow, if certain Nano-related termination events occur.
How does Infinite Epigenetics generate revenue and what markets is it targeting?
Infinite Epigenetics currently generates revenue through TruDiagnostic, a CLIA-certified laboratory, and Tally Health, a consumer longevity business. It focuses on AI-enabled epigenetic diagnostics for chronic diseases such as cardiovascular disease, Type 2 diabetes, COPD, and MASLD, using over 120,000 collected samples.