Nano Dimension signs term sheet to merge with Infinite Epigenetics
Nano Dimension (Nasdaq: NNDM) has signed a non-binding term sheet to combine with Infinite Epigenetics, an AI-driven preventive health and diagnostics company, in a deal that would effectively transform the Israeli-founded digital manufacturing group into a publicly traded epigenomics business. The proposed transaction ascribes an implied value of $890 million to Infinite Epigenetics and would see the combined entity trade on the Nasdaq Capital Market under the ticker "IEAI."
The announcement marks the conclusion of a multi-month strategic review in which Nano Dimension's board and financial adviser Houlihan Lokey assessed approximately 20 candidate companies. Chief executive David Stehlin said Infinite Epigenetics "checked the key boxes" sought by the board, citing its revenue-generating operations, proprietary dataset, and what he described as a large and growing addressable market.
What Infinite Epigenetics brings
Infinite Epigenetics was co-founded by Dr Matthew Dawson, Dr Michael Mallin, and Brad Keywell, an early investor and board member of Tempus AI. The company operates two subsidiaries: TruDiagnostic, a CLIA-certified epigenetic testing laboratory founded in 2019, and Tally Health, a consumer longevity platform founded in 2021. Together, the businesses have collected more than 120,000 epigenetic samples since 2020 and built a proprietary DNA methylation dataset that the company says underpins its biological AI foundation model.
The platform analyses more than one million epigenetic signals per test and is initially focused on four chronic disease areas: cardiovascular disease, Type 2 diabetes, COPD, and metabolic dysfunction-associated steatotic liver disease. Infinite cites research collaborations with Harvard, Yale, Duke, and Stanford, though the release does not detail the nature or funding of those relationships.
Dr Dawson, who is expected to lead the combined company as chief executive, said the ambition is to shift healthcare "from reactive to proactive by giving clinicians and individuals earlier insight into what the body is signalling, often before symptoms appear."
Deal structure and market context
Under the term sheet, Nano Dimension or a successor entity would acquire 100% of Infinite Epigenetics' equity. Existing Nano shareholders are expected to retain a minority stake, priced at a 20% premium to Nano's estimated net cash at closing. The combined company is projected to hold over $400 million in cash at closing. Nano shareholders will also receive a contingent value right entitling them to any net proceeds from the disposal of Nano's legacy manufacturing assets. A 30-day exclusivity period is now in effect while Nano conducts confirmatory due diligence and the parties negotiate a definitive merger agreement.
The epigenetics diagnostics space has attracted growing investor interest, shaped by a string of high-profile precedents. GRAIL's development of methylation-based liquid biopsy established that blood-based epigenetic signals could be commercialised at scale, albeit in oncology rather than chronic disease prevention. Exact Sciences demonstrated that molecular diagnostics can achieve durable public-market valuations. Tempus AI, in which Keywell was an early backer, showed that proprietary clinical data paired with AI can command a significant premium. Infinite Epigenetics is positioning itself as the next iteration of that logic, applied to the broader chronic disease burden rather than cancer screening alone.
Whether the epigenetic signal is sufficiently predictive across the four targeted disease states to support clinical adoption and reimbursement remains the central scientific and commercial question. The US clinical diagnostics market is highly competitive, with established players in cardiovascular and metabolic testing, and payers will require robust evidence before covering epigenetic risk scoring at the population level. The 30-day due diligence window and subsequent shareholder votes mean the deal is several months from closing at the earliest, and Nano has cautioned that no assurance can be given that a definitive agreement will be reached.