NNDM board dark on record date: whale moves Jun 23

Today is the shareholder record date for Nano Dimension's July 31 extraordinary general meeting — the cutoff that determines who gets to vote on whether to fire three board members. The board still has not filed its definitive contested proxy statement (DEFC14A) as of 9 a.m. ET. That means shareholders are heading into a vote without the formal document that would lay out the board's own case.

The Nano Dimension (NNDM) board has been fighting a proxy war with Murchinson Ltd. (7.7%, 16.3 million ADSs — American Depositary Shares) and Oramed Pharmaceuticals (7.2%, 15.1 million shares) since May. 1 Together the two form a ~14.9% opposition bloc demanding declassification of the board, removal of three directors, and appointment of three Murchinson nominees ahead of the July 31 EGM. 2

Murchinson filed its own PREC14A (preliminary contested proxy) on June 18. The board has filed supplemental DEFA14A materials on June 5, 11, 15, and 17 — but no DEFC14A. 1 June 23 is the record date: shares held today determine who casts ballots on July 31. The absence of a definitive proxy leaves the formal vote recommendations on all six proposals — including board declassification and director removal — undocumented as shareholders' eligibility crystallizes.

The board's position, in brief: it recommends FOR Proposals 1-2 (continuing the strategic review) and AGAINST Proposals 3-6 (the board overhaul). That stance is known from prior DEFA14A supplements, but it has not been committed to the legal format that shareholders and their custodians use to vote. Whether this is a filing timing issue or a deliberate delay is not clear from public filings. Monitor SEC EDGAR (CIK 0001643303) through the day.

Three deals announced June 22 are still in the process of filing their initial proxy and regulatory materials — worth checking if you're sizing arbitrage spreads.

AbbVie / APGE ($10.9 billion, all-cash). AbbVie agreed to acquire Apogee Therapeutics at $135.11 per share. 3 Expected close Q3 2026; reciprocal termination fees of $381.3 million. The strategic bet centers on zumilokibart (APG777) targeting atopic dermatitis and asthma. AbbVie guided for EPS accretion starting 2032 — meaning the market is pricing a long runway, not near-term earnings. No financing condition.

CRH Americas / ACA ($8.5 billion, all-cash). CRH to acquire Arcosa at $150.00 per share, a 25% premium to Arcosa's 60-day volume-weighted average price as of June 18. 4 Subject to shareholder vote and antitrust review; outside date June 21, 2027. CRH termination fee: $372 million. Arcosa termination fee: $260.4 million.

Booz Allen Hamilton / Ultra Mission Solutions ($720 million). Booz Allen (BAH) agreed to acquire Ultra I&C Mission Solutions — an AI-driven battle management and resilient communications unit — for $720 million via stock purchase. 5 Expected close by September 30, 2026, subject to Hart-Scott-Rodino (HSR) antitrust clearance. BAH guided for strong double-digit revenue growth and EBITDA margins above 20%. BAH stock fell 5.21% on the day.

TopBuild / QXO — Morgan Stanley fees disclosed. Following a shareholder lawsuit (Thompson v. QXO, Case No. 2026-0757 in Delaware Chancery), TopBuild (BLD) filed a supplemental proxy on June 22 disclosing Morgan Stanley's aggregate advisory fees of $85 million to $110 million from QXO over two years, including an estimated $19 million to $21 million for bridge/loan/note/tender activity. 6 Special meeting remains June 29. The board still recommends FOR the merger.

AMC Entertainment — $200 million equity raise, no buyer yet identified. AMC Entertainment Holdings filed an 8-K and 424B5 on June 23 for a registered direct offering of 95.25 million Class A shares at $2.10 per share, generating approximately $200 million in gross proceeds ($189 million net after a 5.5% placement agent fee). 7 Net proceeds will redeem $125.5 million of AMC's 6.125% Senior Subordinated Notes due 2027. Post-offering shares outstanding: 892.6 million. Roth Capital Partners is acting as sole placement agent. No 13D or 13G has been filed identifying the buyer(s) of record.

Brazil's Previ — the Banco do Brasil employee pension fund, holding 7.01% of Vale S.A. (VALE) — formally triggered an Extraordinary General Meeting for July 22, 2026. 8 Previ is demanding (1) removal of director Daniel André Stieler, (2) appointment of José Maurício Pereira Coelho as Stieler's replacement, and (3) election of Manuel Lino Silva de Sousa Oliveira — known as "Ollie" — as board chair.

Vale's board recommends shareholders reject the Stieler removal, citing recent progress in strategy, governance, safety, and ESG, and backs alternative candidates: Ieda Gomes Yell for director and a choice between Ollie and Marcelo Gasparino da Silva for chair. Previ originally demanded the EGM on June 11; the board took 12 days to set the date. With Vale's market cap above $50 billion, this is the largest governance confrontation in the current wave of shareholder activism.

Zodiac Partners II, LLC — an acquisition vehicle for Camac Fund LP — filed Amendment No. 4 to its Schedule TO on June 23, raising its cash tender offer for all outstanding Destination XL Group (DXLG) shares from $0.82 to $0.84 per share. 9 The bid references a $75 million revolving credit facility term sheet and an equity commitment letter as financing sources.

The DXLG board has unanimously rejected every prior offer, calling each "undervaluing, highly conditional, and opportunistic." The board notes Camac has committed only ~$10 million in equity against roughly $46 million in total consideration needed. DXLG's Q1 2026 financials show $103.3 million in sales (down 2.1%), a $5.9 million net loss, $11.1 million cash, no debt, and $70 million in revolver availability. The board is also reevaluating a prior merger agreement with FullBeauty Brands, which it now says is not in shareholders' best interests given tougher consumer conditions and FullBeauty's debt load.

The tender timeline: original $0.82 offer launched May 12 → board rejection May 26 → amended $0.82 on June 2 → raised to $0.84 on June 23.

Howard Todd Horberg filed a Schedule 13D on June 23 disclosing 783,000 shares of Equus Total Return (EQS) — a business development company and closed-end fund — representing approximately 5.61% of outstanding shares. 10 Total acquisition cost: approximately $1.6 million. The position is split between Horberg Enterprises LP (729,000 shares) and a rollover IRA (54,000 shares).

Horberg sent a letter to EQS's board and shareholders the same day, addressing corporate governance, capital allocation, strategy, and potential transactions. The EQS annual stockholder meeting is June 30 — seven days out. With NAV at $1.50 per share as of Q1 2026, $0.1 million cash, an unpaid $2.0 million convertible note, and going concern risk already flagged, the timing suggests Horberg is pushing for board seats or a liquidity event.

A new entity called Takeover Time 2026 LLC filed a Schedule 13D on June 22, disclosing 3,420,439 shares of Aditxt (ADTX) common stock — approximately 10.9% of the class. 11 The shares were acquired June 12 for approximately $50,000 at roughly $0.015 per share. The filing states no current plans to change or influence control of Aditxt, but notes the disclosed share count appears stale, implying actual ownership may be higher.

ADTX is a micro-cap life sciences company trading near $0.01 per share. The entity name is notable; LLCs registered under purpose-forward names sometimes indicate pre-positioned activist intent. No principals or funding sources are disclosed in the public filing. HRT Financial LP sold 3.13 million ADTX shares on June 16, and DRW Securities sold 126,772 shares on June 18 — two institutional exits just before the new 10% holder appeared.

Qatar Investment Authority cuts FLNC by ~20%. The Qatar sovereign wealth fund (QIA) filed two Form 144s on June 22 disclosing it sold 10.07 million Fluence Energy (FLNC) Class A shares on May 15, 2026 for $211.4 million in proceeds (~$21.00 per share at the time of sale). 12 QIA now holds 11.8 million shares (8.9% of class), down from ~15 million. QIA remains part of the controlling stockholder group with AES Corporation at a combined 53.0% of Class A. The Form 144s were filed roughly five weeks after the actual sale — late by typical standards. QIA is part of a stockholder agreement with AES; this reduction is portfolio rebalancing, not a hostile exit.

Atlas Venture harvests $45M+ from Kymera. Atlas Venture Fund X and Opportunity Fund I — entities associated with Kymera Therapeutics (KYMR) director Bruce Booth — sold 478,198 KYMR shares between June 17-22 at prices ranging from $90 to $104 per share, generating over $45 million in estimated proceeds. 13 All sales were executed under Rule 10b5-1 plans adopted in December 2025. Combined remaining holdings: approximately 4.1 million shares. Booth also personally exercised 11,741 options at $20.00 and sold all resulting shares at $89.98, exiting his direct common stock position. Systematic VC distribution, not a sudden conviction change.

Novo Nordisk exits Innate Pharma. Novo Nordisk A/S filed a Schedule 13G/A (Amendment No. 4) reporting 0 shares and 0.00% ownership of Innate Pharma (IPHA), signed by CFO Karsten Munk Knudsen on June 22. 14 Full exit confirmed.

Byron Allen tightens grip on BuzzFeed to 53%. Allen Family Digital LLC — controlled by Byron Allen Folks — filed a Schedule 13D/A on June 22, disclosing it now holds 44 million Class A BuzzFeed (BZFD) shares (53.0% of Class A) after buying 4 million additional shares at $1.44 per share ($5.76 million total) on June 17 via private placement. 15 This is Allen's eighth-plus such private placement. BZFD carries going concern risk; Allen's continued capital infusions are the company's primary liquidity source.

Sangamo Therapeutics (SGMO) filed for Chapter 11 bankruptcy protection in Delaware on June 23. 16 The company will pursue two asset sales under debtor-in-possession status: Eli Lilly as stalking horse bidder for Sangamo's gene-editing platform at $50 million, and Astellas for its Fabry disease program at $25 million upfront plus up to $25 million in milestones. Restructuring eliminates approximately 51 U.S. roles (40% of the workforce). DIP financing of up to $30 million has been arranged, with an initial draw of $10.5 million.

Armistice Capital LLC — a biotech activist fund — held 9.75% of SGMO (40.4 million shares) as of its May 15, 2026 Schedule 13G filing. SGMO was already trading on the OTCQB after a Nasdaq suspension on May 5. In Chapter 11, common equity is typically extinguished before senior claimants are made whole. Yorkville Advisors, which held a position above 10% as of April 2026, faces the same outcome. Both funds likely marked their positions to near-zero before today's filing.

SpaceX (SPCX) — $100.8 billion in cash, debut bond. SpaceX disclosed $100.8 billion in cash and cash equivalents as of June 19, 2026, and launched its inaugural senior unsecured notes offering in a private placement (Rule 144A / Regulation S). 17 Proceeds will repay an existing bridge loan facility in full, with the remainder for general corporate purposes. Terms and pricing were not finalized as of the filing.

Lucid Group (LCID) — 18% U.S. workforce reduction, COO gone. Lucid announced it is cutting approximately 18% of its U.S. workforce — including full-time employees, contractors, and hourly manufacturing staff — and eliminating its second production shift at the AMP-1 factory. 18 COO Marc Winterhoff departed immediately on June 22. Expected annualized cost savings: $158 million. Restructuring charges: approximately $32 million. Substantial completion targeted by end of Q3 2026.

Strategy (MSTR) — 520 BTC added, $335.5 million ATM. Strategy's weekly 8-K (covering June 15-21) confirmed the company sold 2,714,839 MSTR shares for net proceeds of $335.5 million via its ATM program, and acquired 520 BTC at an average price of $67,068 per bitcoin for $34.9 million. 19 Total holdings: 847,363 BTC at an aggregate cost basis of $64.10 billion ($75,651/BTC average). USD reserve: $1.4 billion. Remaining ATM capacity: $25.41 billion. Separately, CEO Phong Le bought 11,000 STRC (Strategy Series A Perpetual Preferred) shares at approximately $90.80 via trust.

Middleby (MIDD) — Midera spin-off approved. Middleby's board approved the tax-free spin-off of Midera Food Processing into a standalone public company on June 22. 20 Distribution: 1 Midera share per Middleby share held. Record date: June 26, 2026 at 4:00 p.m. CT. Distribution date: July 6, 2026. Midera will trade on Nasdaq under "MFP" starting July 7, with when-issued trading under "MFPVV."

Virgin Galactic (SPCE) — converts $52.5 million of 2027 notes. SPCE exchanged approximately $52.5 million of its 2.50% Convertible Senior Notes due 2027 for common stock and pre-funded warrants, reducing its outstanding convertible note balance 75% from $70.4 million to $17.9 million. 21 Pricing is based on a 5-day volume-weighted average from June 22, with a floor of $3.03 and a cap of $4.09.

Three items from the watchlist have now been overdue long enough to warrant attention:

NNDM DEFC14A — Has not been filed as of 9 a.m. ET June 23, the record date. Shareholders voting at the July 31 EGM need this document to understand the board's formal position on all six proposals. Monitor SEC EDGAR (CIK 0001643303) through end of day. 2

GOSS settlement 8-K — Six days overdue as of June 23. The $181 million convertible exchange completed June 4 and final results were announced June 17. D.E. Shaw (9.5%), 683 Capital (9.99%), and Context Capital (9.9%) all filed post-exchange ownership disclosures, but no formal 8-K documenting settlement completion has appeared. 22 Gossamer's special stockholder meeting is July 14 — vote on share authorization expansion from 700 million to 4 billion, reverse split authority, and equity plan expansion. 23

DELL Silver Lake SC 13D/A #15 — Silver Lake's last 13D/A amendment on Dell Technologies (DELL) was filed July 10, 2024. Since then, Silver Lake has converted 3.44 million Class B shares to Class C (through June 12) and made small open-market sales, but has not filed the SC 13D/A update that would be required within two business days of material changes. 24 25 As of June 15: 44.35 million Class B shares remain outstanding.

JHG Trian take-private — on track for June 30 close. All regulatory approvals and client consents obtained (announced June 18 via 8-K and SC 13D/A). 26 The $52.00 per share all-cash deal with Trian Fund Management (16.65%, 25.65 million shares) and General Catalyst is proceeding. Form 25-NSE (delist notice) had not been filed as of June 23 — with seven days to close, that filing is expected imminently.