WALTHAM, MA, USA, Jun 18, 2026 – Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension,” “Nano”) 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. 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. (pdf)
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, 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. For more information, visit infiniteepigenetics.com.
