Nano Dimension (NNDM) Proxy filing summary

Executive summary

• A non-binding term sheet was signed for a proposed business combination between Nano and Infinite Epigenetics, aiming to create a publicly traded, AI-powered preventive health and diagnostics company focused on epigenetics and chronic disease prediction.

• The transaction values Infinite at $890 million and provides Nano shareholders with a 20% premium to estimated net cash at closing, plus contingent value rights (CVRs) tied to legacy asset monetization.

• The combined company will operate under the Infinite Epigenetics name, trade on Nasdaq as IEAI, and is expected to have over $400 million in cash at closing, supporting growth without additional capital raises.

• The business combination is the result of a multi-month strategic review, with Nano evaluating approximately 20 companies before selecting Infinite for its proven technology, revenue, and market opportunity.

• The transaction is subject to due diligence, negotiation of a definitive agreement, board and shareholder approvals, and regulatory clearances, with closing targeted by year-end 2026.

Voting matters and shareholder proposals

• Shareholders will be asked to approve, on a non-binding advisory basis, the continuation of Nano's strategic alternatives review process, including any related transaction approved by the Board, at an extraordinary general meeting scheduled for July 31, 2026.

• A subsequent shareholder vote will be required to approve the final transaction if a definitive agreement is reached.

Board of directors and corporate governance

• Post-closing, the board will have seven members; Infinite will designate four or five directors depending on its ownership percentage, with Nano designating the remainder.

• The CEO of Infinite, Dr. Matthew Dawson, is expected to lead the combined company, with board members including leaders from both companies and industry experts.

• Board and committee composition will comply with Nasdaq and regulatory requirements.