UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

SCHEDULE TO

(Amendment No. 10)

Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

_____________________________________

STRATASYS LTD.
(Name of Subject Company (Issuer))

NANO DIMENSION LTD.
(Name of Filing Person (Offeror))
_____________________________________

Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)

M85548101
(CUSIP Number of Class of Securities)

Yael Sandler
Chief Financial Officer
Nano Dimension Ltd.
2 Ilan Ramon, Ness Ziona
7403635, Israel
Telephone: +972-73-7509142
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

_____________________________________

With copies to:

Oded Har-Even, Esq.
Howard Berkenblit, Esq.
Angela Gomes, Esq.
Eric Victorson, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-3000

Check the appropriate boxes below to designate any transaction to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 10 (this “Amendment No. 10”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and, together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Nano Dimension Ltd., a company organized under the laws of the State of Israel (“Nano”), with the U.S. Securities and Exchange Commission (the “SEC”) on May 25, 2023, as subsequently amended and supplemented. The Schedule TO relates to the offer (the “offer”) by Nano to purchase up to 25,266,458 of the outstanding ordinary shares, NIS 0.01 par value per share, of Stratasys Ltd. (“Stratasys” and “Stratasys Shares,” respectively), not already owned by Nano, such that Nano would own up to and no more than 51% of the outstanding Stratasys Shares upon consummation of the offer, with a minimum condition of owning at least 46% of the outstanding Stratasys Shares upon consummation of the offer, but in any event no less than 5% of the outstanding Stratasys Shares are tendered in the offer, at the price of $20.05 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 25, 2023 (the “Original Offer to Purchase”), as further amended and supplemented by the Supplement to Offer to Purchase, dated June 27, 2023 (the “First Supplement to Offer to Purchase” and, together with the Original Offer to Purchase, the “Amended Offer to Purchase”), as further amended and supplemented by the Second Supplement to Offer to Purchase, dated July 10, 2023 and filed herewith as Exhibit (a)(1)(O) (the “Second Supplement to Offer to Purchase” and, together with the Amended Offer to Purchase, as amended and supplemented prior to the date hereof, the “Offer to Purchase”) and in the related Second Amended Letter of Transmittal, dated July 10, 2023, a copy of which is filed herewith as Exhibit (a)(1)(P) (the “Second Amended Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

Nano is now increasing the Offer Price from $20.05 to $24.00 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer Documents.

Except as otherwise set forth in this Amendment No. 10, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference in response to all of the items of the Schedule TO and is amended and supplemented by the information specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 10 together with the Schedule TO and the Offer to Purchase.

ITEMS 1 THROUGH 9 AND ITEM 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented to reflect the amendment and supplement of the Offer to Purchase and the information in the related Offer Documents as follows:

(1)     All references to the Offer Price in the offer (previously $20.05 per Stratasys Share in the Amended Offer to Purchase) now means a price of $24.00 per Stratasys Share.

(2)     By adding the following paragraph thereto:

“On July 10, 2023, we issued a press release announcing: (i) the increased Offer Price of $24.00 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest; (ii) Nano’s intention, as a current shareholder of Stratasys, to support a review of strategic alternatives to further enhance Stratasys shareholder value, including through industry consolidation transactions, possibly through a negotiated combination of Stratasys with 3D Systems Corporation (“3D Systems”); and (iii) Nano’s proposed nominees for election to the Stratasys Board at the 2023 Annual General Meeting, which has been scheduled for August 8, 2023.”

(3)     By adding the following disclosure as the last paragraph of Section 1 of the Original Offer to Purchase, entitled “Background of the Offer; Contacts with Stratasys”:

“On July 10, 2023, we issued a press release announcing: (i) the increased Offer Price of $24.00 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest; (ii) Nano’s intention, as a current shareholder of Stratasys, to support a review of strategic alternatives to further enhance Stratasys shareholder value, including through industry consolidation transactions, possibly through a negotiated combination of Stratasys with 3D Systems; and (iii) Nano’s proposed nominees for election to the Stratasys Board at the 2023 Annual General Meeting, which has been scheduled for August 8, 2023.”

proof of record or beneficial ownership of the Stratasys Shares to which such tender or Notice of Objection relates has not been provided upon our reasonable request or which has not been properly submitted through a broker if you hold Stratasys Shares through a broker, dealer, commercial bank, trust company or other nominee, or, in the case of tenders, the acceptance for payment of which may be unlawful. A tender of Stratasys Shares or submission of a Notice of Objection will not have been made or accepted until all defects and irregularities have been cured or waived. None of us, our affiliates, our assigns, the Depositary, the Information Agent, our legal counsel or any other person will be under any duty to give notification of any defects or irregularities in tenders of Stratasys Shares submissions of Notices of Objection or incur any liability for failure to give any notification.”

(8)     By amending and restating the second bullet point under the section entitled “What if I have already objected to the offer?” of the section entitled “SUMMARY OF THE AMENDED OFFER” of the First Supplement to Offer to Purchase as follows:

“You may withdraw a previously submitted Notice of Objection at any time prior to 5:00 p.m., New York time, on the Expiration Date. Following the withdrawal of a Notice of Objection, a new Notice of Objection may be submitted at any time prior to 5:00 p.m., New York time, on the Expiration Date by following the procedures described in Section 9 of the Original Offer to Purchase. In addition, if you submitted a Notice of Objection with respect to Stratasys Shares and thereafter you deliver a Letter of Transmittal by which you tender those Stratasys Shares or you otherwise tender those Stratasys Shares through your broker or other nominee, we will disregard your Notice of Objection. Similarly, if you submitted a Letter of Transmittal by which you tendered Stratasys Shares or you otherwise tendered those Stratasys Shares through your broker or other nominee, and thereafter you deliver to us a Notice of Objection with respect to those Stratasys Shares, we will disregard your Letter of Transmittal or previous tender. If you submitted a Letter of Transmittal (or you otherwise tendered through your broker or other nominee) and a Notice of Objection concurrently with respect to the same Stratasys Shares, we will disregard the Notice of Objection. If you hold such Stratasys Shares through a broker, dealer, commercial bank, trust company or other nominee, you must request such broker, dealer, commercial bank, trust company or other nominee to submit on your behalf a notice of withdrawal. Following the withdrawal of a Notice of Objection, a new Notice of Objection may be submitted at any time prior to 5:00 p.m., New York time, on the Expiration Date by following the procedures described above.”

(9)     By amending and restating Subsection (a) of the third bullet point under the caption entitled “WHAT ARE THE TAX CONSEQUENCES OF THE OFFER?” beginning on page 1 of the Original Offer to Purchase as follows:

“they acquired their Stratasys Shares after the listing of the Stratasys Shares in the United States on Nasdaq in 2012;”

(10)   By amending and restating Subsection (a) of Subsection (c) entitled “Withholding Tax” of the section entitled “Acceptance for Payment and Payment” in Section 8 of the Original Offer to Purchase as follows:

“they acquired their Stratasys Shares after the listing of the Stratasys Shares in the United States on Nasdaq in 2012;”

(11)   By amending and restating Subsection (ii) of the section entitled “Tax Rates” of Subsection (b) entitled “Material Israeli Tax Consequences” of the section entitled “Material U.S. Federal Income Tax and Israeli Income Tax Consequences” in Section 11 of the Original Offer to Purchase as follows:

“shareholders who acquired their Stratasys Shares prior to the listing of the Stratasys Shares in the United States on Nasdaq in 2012 (that may be subject to a different tax arrangement); and”

(12)   By amending and restating the first sentence of the section entitled “Non-Israeli Residents” of Subsection (b) entitled “Material Israeli Tax Consequences” of the section entitled “Material U.S. Federal Income Tax and Israeli Income Tax Consequences” in Section 11 of the Original Offer to Purchase as follows:

“Non-Israeli residents generally will be exempt from capital gains tax on the sale of their Stratasys Shares, provided that such shareholders did not acquire their Stratasys Shares prior to the listing of the Stratasys Shares in the United States on Nasdaq in 2012 and that the gains are not attributed to a permanent establishment of such shareholders in Israel.”

SIGNATURE

After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 10, 2023

EXHIBIT INDEX