Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
As previously
disclosed, on April 6, 2026, Qtrex Quantum Ltd. (formerly Inspira Technologies OXY B.H.N. Ltd) (the “Company”) closed an Asset
Purchase Agreement with the Additive Manufacturing Electronics (“AME”) and Fabrica product lines, a subsidiary of Nano Dimension
Ltd. (Nasdaq: NNDM). The transaction involved the acquisition of specific assets, including intellectual property, equipment, inventory,
and customer contracts relating to AME and Fabrica businesses.
Filed
herewith as Exhibit 99.1 are audited abbreviated financial statements for the AME Product Lines of Nano Dimension Ltd., as of and for
the years ended December 31, 2024 and December 31, 2025. In addition, filed herewith as Exhibit 99.2 are unaudited pro forma condensed
combined balance sheet and statement of income for the Company as of December 31, 2025.
This
Report of Foreign Private Issuer on Form 6-K (this “Report”) is incorporated by reference into the Company’s Registration
Statements on Form F-3 (Registration Nos. 333-284308
and 333-289324) and Form S-8
(Registration Nos. 333-259057,
333-277980, 333-285565,
333-290162 and 333-292592),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit
99.1
Additively
Manufactured Electronics and Fabrica Product Lines
(Product Lines of Nano Dimension Ltd.)
Combined
Abbreviated Financial Statements
December
31, 2025 and December 31, 2024
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
INDEX
TO THE COMBINED ABBREVIATED FINANCIAL STATEMENTS
| |
Page
Number |
| Independent Auditor’s Report |
F-2 |
| Statements of Revenues and Direct Expenses for the Years Ended December 31, 2025 and 2024 |
F-3 |
| Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024 |
F-4 |
| Notes to the Combined Abbreviated Financial Statements |
F-5 |
INDEPENDENT
AUDITOR’S REPORT
To
the Board of Directors of QTREX Quantum Ltd :
Opinion
We
have audited the combined abbreviated financial statements of Additively Manufactured Electronics and Fabrica Product Lines of Nano Dimension
Ltd. (the “Company”), which comprise the combined statements of assets acquired and liabilities assumed as of December 31,
2025 and 2024, and the related combined statements of revenues and direct expenses for the years then ended, and the related notes to
the combined abbreviated financial statements (collectively referred to as the “financial statements”).
In
our opinion, the accompanying financial statements present fairly, in all material respects, the assets acquired and liabilities assumed
of the Company as of December 31, 2025 and 2024, and its revenues and direct expenses for the years then ended in accordance with
accounting principles generally accepted in the United States of America.
Basis
for Opinion
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the
relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Emphasis
of Matter
As
discussed in Note 2 to the financial statements, the financial statements have been prepared for the purposes of complying with
the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s
financial position or results of operations. Our opinion is not modified with respect to this matter.
Going Concern- Emphasis of Matter
The accompanying abbreviated financial statements
have been prepared assuming that the Acquired Operations will continue as a going concern. As discussed in Note 1(2) to the abbreviated financial
statements, the Acquired Operations has suffered recurring losses from operations and is dependent on the acquiring company for continued
financial support. These factors, among others raise substantial doubt about the Acquired Operation’s ability to continue as a going
concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described
in Note 1(2). The abbreviated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our opinion is not modified with respect to this matter.
Responsibilities
of Management for the Financial Statements
Management
is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally
accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial
statements are available to be issued.
Auditor’s Responsibilities for the Audit
of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,
they would influence the judgment made by a reasonable user based on the financial statements.
In
performing an audit in accordance with GAAS, we:
| ● | Exercise professional
judgment and maintain professional scepticism throughout the audit. |
| ● | Identify and assess
the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| ● | Obtain an understanding
of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness
of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall
presentation of the financial statements. |
| ● |
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control-related matters that we identified during the audit.
| |
/s/
BDO Member Firm |
| Tel-Aviv,
Israel |
Ziv
Haft |
| May
27, 2026 |
Certified
Public Accountants (Isr.) |
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Statements
of Revenues and Direct Expenses
(in
thousands)
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenues: | |
| | |
| |
| Sales of Products | |
$ | 3,688 | | |
$ | 4,251 | |
| Services | |
$ | 1,833 | | |
$ | 1,790 | |
| Total revenues | |
$ | 5,521 | | |
$ | 6,041 | |
| Direct expenses: | |
| | | |
| | |
| Cost of sales: | |
| | | |
| | |
| Sale of Products | |
$ | 3,465 | | |
$ | 3,588 | |
| Services | |
$ | 982 | | |
$ | 1,285 | |
| Total cost of sales | |
$ | 4,447 | | |
$ | 4,873 | |
| Research and development expenses | |
$ | 9,589 | | |
$ | 16,214 | |
| Sales and marketing expenses | |
$ | 4,381 | | |
$ | 8,290 | |
| General and administrative expenses | |
$ | 4,279 | | |
$ | 2,370 | |
| Finance expense (income) | |
$ | 175 | | |
$ | (21 | ) |
| Shortfall of revenues over direct expenses | |
$ | (17,350 | ) | |
$ | (25,685 | ) |
The
accompanying notes are an integral part of these combined abbreviated financial statements.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Statements
of Assets Acquired and Liabilities Assumed
(in
thousands)
| | |
| |
December 31, | |
| | |
note | |
2025 | | |
2024 | |
| Assets Acquired | |
| |
| | |
| |
| Current Assets: | |
| |
| | |
| |
| Trade receivables | |
| |
$ | 40 | | |
$ | 17 | |
| Inventory | |
3 | |
$ | 2,501 | | |
$ | 4,543 | |
| Total current assets | |
| |
$ | 2,541 | | |
$ | 4,560 | |
| Noncurrent Assets: | |
| |
| | | |
| | |
| Property, Plant and Equipment net | |
4 | |
$ | 3,330 | | |
$ | 3,868 | |
| Operating lease right of use assets | |
5 | |
$ | 1,494 | | |
$ | 1,790 | |
| Total noncurrent assets | |
| |
$ | 4,824 | | |
$ | 5,658 | |
| Total Assets Acquired | |
| |
$ | 7,365 | | |
$ | 10,218 | |
| | |
| |
| | | |
| | |
| Liabilities Assumed | |
| |
| | | |
| | |
| Current Liabilities: | |
| |
| | | |
| | |
| Contract liabilities | |
| |
$ | 1,552 | | |
$ | 1,614 | |
| Operating lease liability | |
5 | |
$ | 1,091 | | |
$ | 891 | |
| Total current liabilities | |
| |
$ | 2,643 | | |
$ | 2,505 | |
| Noncurrent Liabilities: | |
| |
| | | |
| | |
| Operating lease liability | |
5 | |
$ | 546 | | |
$ | 995 | |
| Total Noncurrent Liabilities | |
| |
$ | 546 | | |
$ | 995 | |
| Total Liabilities Assumed | |
| |
$ | 3,189 | | |
| 3,500 | |
| Net Assets Acquired | |
| |
$ | 4,176 | | |
$ | 6,718 | |
The
accompanying notes are an integral part of these combined abbreviated financial statements.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notes
to Abbreviated Financial Statements
(in
thousands)
NOTE
1. OVERVIEW AND BASIS OF PRESENTATION
| (1) | Background
and Nature of Operations |
Nano
Dimension Ltd. (the “Seller” or “Nano Dimension”) is an Israeli resident company incorporated in Israel. Nano
Dimension engages in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials
science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers.
On
April 1, 2026, QTREX Quantum Ltd. (formerly: Inspira Technologies Oxy B.H.N. Ltd.) (the “Buyer” or “QTREX”) entered
into an Asset Purchase Agreement (the “APA”) with Nano Dimension to acquire certain of the assets and assume certain liabilities
related to the Seller’s Additively Manufactured Electronics (“AME”) and Fabrica businesses (collectively, the “Business”).
The transaction closed on April 6, 2026 (the “Closing Date”).
Pursuant
to the APA, the total potential consideration payable for the Business is up to $12,500 and consists of: (i) a cash payment of $2,000,
payable at closing; and (ii) potential contingent consideration of up to $10,500 (the “Contingent Consideration”), which
is based on net cash proceeds collected during the 12-months period following Closing Date (the “Contingent Consideration Period”).
The Contingent Consideration will consist of: (i) 50% of net cash proceeds collected as part of the Business, up to a maximum amount
of $4,000; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500.
The
acquired assets related to two lines of 3D printers business that develop, manufact and commercialize its products: (i) AME inkjet printers
known as DragonFly IV that produce printed circuit boards (“PCBs”) and
electronic devices by simultaneously depositing proprietary conductive and dielectric substances while integrating in situ capacitors,
antennas, coils, transformers, and electromechanical components, and (ii) Micro Additive Manufacturing (Micro-AM) Digital Light Processing
printers known as Fabrica 2.0 that achieve production-grade micron-level resolution polymer and composite parts.
| (2) | Basis
of Presentation of Abbreviated Financial Statements |
The
accompanying Combined Abbreviated Statement of Assets Acquired and Liabilities Assumed, and the related Abbreviated Statement of
Revenues and Direct Expenses (collectively, the “Combined Abbreviated Financial Statements”) have been prepared for the
purpose of complying with Rule 3-05(e) “Financial statements of businesses acquired or to be acquired” of Regulation S-X
of the U.S. Securities and Exchange Commission (“SEC”) for inclusion in the Buyer’s filings with the SEC. The
Combined Abbreviated Financial Statements of the Business have been prepared in accordance with U.S. generally accepted accounting
principles (U.S. GAAP).
It
is impracticable to prepare complete financial statements related to the Business as it was not a separate legal entity of Nano
Dimension and never operated as a stand-alone business, division or subsidiary. The activity was distributed and executed by four
sister subsidiaries within the Nano Dimension’s group. Nano Dimension has never prepared full stand-alone or full carve-out financial statements for
the Business and has never maintained distinct and separate accounts necessary to prepare such financial statements. These Combined
Abbreviated Financial Statements are not intended to be a complete presentation of the Business’s financial position or
results of operations. The Combined Abbreviated Financial Statements have been derived from the historical accounting records of the
Seller and include only the assets, liabilities, revenues, and direct expenses specifically attributable to the Business.
These
Combined Abbreviated Financial Statements were prepared to present the purchased assets and the liabilities assumed pursuant to the APA
and the revenues and certain expenses related to the Business acquired, including cost of sales, general and administrative expenses,
sales and marketing expenses, research and development expenses, and equity-based compensation attributable to research and development
personnel. Certain assets and liabilities of the Business were not sold per the terms of the APA, and therefore, are not included in
the Statements of Assets Acquired and Liabilities Assumed including, but not limited to, certain trade receivables.
In
instances where customer contracts included performance obligations from both the Business and other product lines of Nano Dimension,
the total transaction price was allocated based on the relative stand-alone selling prices determined by the Seller. The accompanying
Combined Abbreviated Statement of Revenues and Direct Expenses includes only the revenue allocated to the performance obligations of
the Business.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notes
to Abbreviated Financial Statements
(in
thousands)
The Combined Abbreviated Financial Statements do not
include certain overhead expenses, and corporate costs that were not separately allocated to the AME and Fabrica businesses in the Seller’s
historical accounting records, and management believes any such allocation would not be a reliable estimate of what these costs would
have been had the Business been operated historically as a stand-alone entity. In addition, all foreign exchange differences recorded
in the Seller’s accounting books were eliminated since they are derived from Seller’s investments that have not been assumed.
These abbreviated financial statements have been
prepared assuming the Acquired Operations will continue as a going concern. For the year ended December 31, 2025 and 2024, the
Acquired Operations incurred a Shortfall of revenues over direct expenses of $17,350 and $25,685. These factors, among
others, raise substantial doubt about the Acquired Operations’ ability to continue as a going concern within one year after
the date these financial statements are issued.
Management plans to raise additional capital to fund
this operation. The abbreviated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of these Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the related disclosures at the date
of the Financial Statements. Actual results could differ from those estimates. These Financial Statements include allocations and estimates
that are not necessarily indicative either of the costs and assets that would have resulted if the Business had operated as a separate
business, or of the future results of the Business.
Inventory
Inventory
is stated at the lower of cost or net realizable value. Finished Good’s cost is based on a standard costing system which approximates
the cost on a first-in, first-out method. The costs include materials, labor, and manufacturing overhead that relate to the acquisition
of raw materials and production into finished goods. Raw materials are measured using the weighted-average cost method. The net realizable
value considers the ability to utilize or sell the inventory in the normal course of business as well as the estimated selling price and
costs of completion and sale. Inventory on hand, product development plans, and sales forecasts are regularly reviewed to identify carrying
values in excess of net realizable value. The Business reviews inventory for excess and obsolescence and records a provision to write
down inventory to its net realizable value when carrying value is in excess of this value.
Property,
Plant and Equipment
Property,
plant and equipment, net are carried at cost, including directly attributed acquisition costs, less accumulated depreciation and losses
from accrued decrease in value, and are subject to review for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset group may not be recoverable. The product line generally depreciates the cost of its property, plant and
equipment using the straight-line method over the estimated useful lives of the respective assets as follows:
| | |
Estimated useful life |
| Machinery, equipment and vehicles | |
4 to 14 years |
| Computer hardware and software | |
3 to 10 years |
| Furniture and fixtures | |
3 to 14 years |
| Leasehold improvements | |
shorter of the estimated useful life of the asset or the remaining lease term |
Revenue
Recognition
The
Business recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Revenue is recognized
when a customer obtains control of promised goods or services in an amount that reflects the consideration the Business expects to be
entitled to in exchange for those goods or services.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notes
to the Combined Abbreviated Financial Statements
(in
thousands)
At
contract inception, the Business identifies performance obligations, which may include the delivery of printers, ink and other consumables,
and support services. Revenue is allocated to each performance obligation based on its relative standalone selling price (SSP) of the
goods or services of each performance obligation. If a SSP is not directly observable, the Company allocates the transaction price to
the identified performance obligations based on the residual approach, revenue for the printer hardware is determined using the residual
method, whereby the total transaction price is allocated first to all other performance obligations based on their SSPs, with any remaining
transaction price allocated to the printer. Revenue from the sale of printers, ink, and other consumables is recognized at a point in
time when control transfers to the customer. Revenue from support services is recognized rateably over the service period. Any discounts
provided to customers were accounted as deduction from revenues.
Substantially
all of the Business’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of
a product covered by this warranty, the Business may repair or replace the product, at its option.
Research
and Development Expenses
Research
and development costs, which consist primarily of salaries, share-based compensation expense, materials consumption and costs associated
with subcontracting certain Business-related development efforts, are expensed as incurred.
Government
Grants and Intellectual Property Licensing Arrangements
| A. | Grants
from the Israeli Innovation Authority
|
| | | |
| | | The
Business receives royalty-bearing grants from the Israeli Innovation Authority (“IIA”) for
approved research and development projects. These grants are recognized when the Business
is entitled to receive them based on costs incurred or milestones achieved, in accordance
with the relevant grant agreements. The grant income is recorded as a deduction from research
and development expenses in the Combined Abbreviated Statement of Revenues and Direct Expenses.
|
| | | |
| | | In
return for the grants, the Business is obligated to pay royalties to the IIA on future sales
of the products developed with the grant funding. A liability for these royalties is recognized
when the underlying sales occur. Royalty expenses are classified as a component of cost of
sales. |
| | | |
| | | The
Business does not recognize a liability for royalties until the event underlying the liability actually probable and reasonably and therefore
the financial statements do not include a liability to IIA. |
| | | |
| | | During
the years ended December 31, 2025, and 2024, the Business made royalty payments of $165
and $180, respectively, which are included within cost of sales. |
| | | |
| | | As
of December 31, 2025, the maximum obligation with respect to the grants received from the
IIA, contingent upon entitled future sales, is $2,680 includes SOFR interest and after deduction
of the royalties payment. |
| |
B. |
Intellectual Property Licensing Arrangements |
| |
|
|
| |
|
The research and development activities of the Business were partially based on an exclusive license granted to the Business to use patent-protected technology and/or applications for the registration of patents developed by the Business. |
| |
|
|
| |
|
The rights to these patents originally belonged to Yissum Technology Transfer, the research development Company of The Hebrew University of Jerusalem (hereinafter, “Yissum”). Under the license agreement between Yissum and the Business, as amended, Yissum granted an exclusive license to the Business for the global development, use, manufacture and commercialization of products that are based on the patents. |
| |
|
|
| |
|
The Business is required to pay royalties based on net sales, a percentage of sublicense income, and a fixed annual maintenance fee, which may be credited against royalties. The license is exclusive within a defined field and is subject to performance conditions, under which exclusivity may be limited. Payments under the agreement are recognized as cost of revenues as the related sales occur. |
| |
|
|
| |
|
During the years ended December 31, 2025, and 2024, the Business was not required to paid royalties due to sufficient credits against the annual maintenance fee. |
Leases
Arrangements
meeting the definition of a lease are classified as operating and are recorded on the Statements of Assets Acquired and Liabilities Assumed
as both a lease right-of-use asset and lease right-of-use liability, calculated by discounting fixed lease payments over the lease term
at the rate implicit in the lease or the Nano Dimension’s incremental borrowing rate. Lease liabilities are increased by interest
and reduced by payments each period, and the right-of-use asset is amortized over the lease term.
For
operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense
over the lease term. Variable lease payments that depend on an index are measured using the index at the commencement date. Subsequent
changes to the index or rate during the lease term are accounted for as variable payments which are recorded when incurred.
In
calculating the lease right-of-use asset and the lease liability, the Business elects to combine lease and non-lease components. The
Business has the option to extend some of its lease agreements. In measuring the lease right-of-use asset and the lease liability, the
Business only takes into account options to extend when it is reasonably certain that such options to extend will be exercised.
The
Business does not have any leases classified as finance leases. The right-of-use asset and lease liability included in this Combined
Abbreviated Financial Statements are those assumed as part of the acquisition.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notes
to the Combined Abbreviated Financial Statements
(in
thousands)
NOTE
3. INVENTORY
The
following table summarizes the inventory of the Business:
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Raw materials | |
$ | 868 | | |
$ | 1,453 | |
| Work in progress | |
$ | 135 | | |
$ | 193 | |
| Finished Goods | |
$ | 1,498 | | |
$ | 2,897 | |
| Total inventory | |
$ | 2,501 | | |
$ | 4,543 | |
During
the years ended December 31, 2025 and 2024, the Business recognized an inventory write-downs of $1,656 and $1,491 respectively, which
has been included in cost of sales.
NOTE
4. PROPERTY, PLANT AND EQUIPMENT
The
following table summarizes the property, plant and equipment of the Business:
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Machinery and equipment | |
$ | 2,984 | | |
$ | 2,892 | |
| Computers | |
$ | 431 | | |
$ | 397 | |
| Office furniture and equipment | |
$ | 267 | | |
$ | 267 | |
| Leasehold improvements | |
$ | 1,482 | | |
$ | 1,461 | |
| Property plant and equipment, cost | |
| 5,164 | | |
| 5,017 | |
| Accumulated Depreciation | |
$ | (1,834 | ) | |
$ | (1,149 | ) |
| Property plant and equipment, net | |
$ | 3,330 | | |
$ | 3,868 | |
Depreciation
expense for the years ended December 31, 2025, and 2024, was $684 and $677, respectively.
NOTE
5. Leases
The
Business leases offices in Ness-Ziona, Israel for a contractual period of up to five years under a few different contracts for different
floors used for offices, labs and manufacturing facilities. The lease payments in the Business’s leases in Israel are linked to
the local consumer price indexes known on the lease’s date of inception.
In
August 2025, the Business entered into an amendment to one of its lease agreements, extending the lease term through August 2027. This
modification resulted in the remeasurement and recognition of an additional right-of-use asset and lease liability of $2,234.
Additively
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notes
to the Combined Abbreviated Financial Statements
(in
thousands)
Amounts
reported in the Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024 were as follows:
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Non-Current Liability | |
$ | (546 | ) | |
$ | (995 | ) |
| Current Liability | |
$ | (1,091 | ) | |
$ | (891 | ) |
| Total Liability | |
$ | (1,637 | ) | |
$ | (1,886 | ) |
| Right of Use Assets | |
$ | 1,494 | | |
$ | 1,790 | |
Amounts
reported in the Statements of Revenues and Direct Expenses as of December 31, 2025 and 2024 were as follows:
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Operating Lease Costs | |
$ | 1,006 | | |
$ | 934 | |
| Variable Lease Payments | |
$ | 120 | | |
$ | 144 | |
| Foreign Exchange – under Finance expense (income) | |
$ | 175 | | |
$ | (21 | ) |
Maturities
of lease liabilities as of December 31, 2025 are as follows:
| | |
Total | |
| 2026 | |
$ | 1,159 | |
| 2027 | |
$ | 620 | |
| Total Undiscounted Lease Payments | |
$ | 1,779 | |
| Less: Amount Representing Interest | |
$ | (142 | ) |
| Total Lease Liability | |
$ | 1,637 | |
Additional
lease information:
| Weighted Average Annual Discount Rate (%) | |
| 14.28 | % |
| Weighted Average Remaining Lease Term (years) | |
| 1.26 | |
NOTE
6. Subsequent Events
Subsequent
events have been evaluated through May 27, 2026, the date the Combined Abbreviated Financial Statements were available for
issuance.
F-9
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
INTRODUCTION
On
April 1, 2026, QTREX Quantum Ltd. (formerly: Inspira Technologies Oxy B.H.N. Ltd). (“QTREX" or the “Company”)
entered into an Asset Purchase Agreement (the “APA”) with Nano Dimension Technologies Ltd. (Nasdaq: NNDM) (“NNDM”
or the “Seller”) to acquire certain assets and assume certain liabilities related to NNDM’s Additively Manufactured
Electronics (“AME”) and Fabrica businesses (collectively, the “Business”). The transaction closed on April 6,
2026 (the “Closing Date”).
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X, Pro Forma Financial Information, to illustrate the effects of the acquisition on the historical consolidated financial statements
of QTREX. The unaudited pro forma condensed combined statement of financial position gives effect to the acquisition as if it had occurred
on December 31, 2025, and the unaudited pro forma condensed combined statements of operations give effect to the acquisition as if it
had occurred on January 1, 2025.
Pursuant
to the APA, the Company agreed to acquire certain assets of the Business, including intellectual property and proprietary software, equipment
and tooling, inventory, customer contracts, accounts receivable and leasehold rights, and to assume certain related liabilities including
contract liabilities. The purchase price for the Business consists of a closing cash payment and additional contingent consideration,
subject to the agreed terms. The total potential consideration payable for the Business is up to $12,500 thousand and consists of: (i)
a cash payment of $2,000 thousand, payable at closing; and (ii) potential contingent consideration of up to $10,500 thousand (the “Contingent
Consideration”), which is based on net cash proceeds collected during the 12-months period following the Closing Date (the “Contingent
Consideration Period”). The Contingent Consideration will consist of: (i) 50% of net cash proceeds collected as part of the AME,
up to a maximum amount of $4,000 thousand; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500 thousand.
The
acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting
Standards Codification (“ASC”) Topic 805, "Business Combinations". QTREX was identified as the accounting acquirer.
This unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily
indicative of QTREX's actual financial position or results of operations had the acquisition occurred on the dates indicated. It is also
not a projection of future results. These statements do not reflect any anticipated synergies, operating efficiencies, cost savings,
or integration costs that may result from the acquisition.
The pro forma information should be read in conjunction
with:
| ● | QTREX's audited consolidated financial statements included in
its Annual Report on Form 20-F for the year ended December 31, 2025; |
| ● | The
Abbreviated Financial Statements of the Additively Manufactured Electronics and Fabrica Product
Lines of the Seller included in Exhibit 99.1 QTREX's Current Report on Form 6-K filed with
the SEC on May 27, 2026, of which this Exhibit 99.2 is a part; and |
| ● | The accompanying notes to the unaudited pro forma condensed
combined financial statements. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
AS OF DECEMBER 31, 2025
(US dollars in thousands)
| |
|
Registrant Historical |
|
|
Acquiree Historical |
|
|
Transaction Accounting Adjustments |
|
|
|
|
Pro Forma Combined |
|
| Cash and Cash Equivalents |
|
$ |
3,159 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
$ |
3,159 |
|
| Other Current Assets |
|
|
517 |
|
|
|
40 |
|
|
|
- |
|
|
|
|
|
557 |
|
| Inventory |
|
|
735 |
|
|
|
2,501 |
|
|
|
509 |
|
|
4(b) |
|
|
3,745 |
|
| Total Current Assets |
|
|
4,411 |
|
|
|
2,541 |
|
|
|
509 |
|
|
|
|
|
7,461 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Right of Use Assets, Net |
|
|
452 |
|
|
|
1,494 |
|
|
|
(39 |
) |
|
4(a) |
|
|
1,907 |
|
| Property, plant and Equipment, Net |
|
|
478 |
|
|
|
3,330 |
|
|
|
(976 |
) |
|
4(a) |
|
|
2,832 |
|
| Total Non-Current Assets |
|
|
930 |
|
|
|
4,824 |
|
|
|
(1,015 |
) |
|
|
|
|
4,739 |
|
| Total Assets |
|
|
5,341 |
|
|
|
7,365 |
|
|
|
(506 |
) |
|
|
|
|
12,200 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Trade Accounts Payables |
|
|
107 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
107 |
|
| Deferred Revenue |
|
|
- |
|
|
|
1,552 |
|
|
|
- |
|
|
|
|
|
1,552 |
|
| Other Accounts Payable |
|
|
1,349 |
|
|
|
- |
|
|
|
769 |
|
|
|
|
|
2,118 |
|
| Lease Liabilities (ASC 842) |
|
|
286 |
|
|
|
1,091 |
|
|
|
(26 |
) |
|
4(a) |
|
|
1,351 |
|
| Financial Liabilities at Fair Value |
|
|
1,082 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
1,082 |
|
| Contingent Consideration |
|
|
- |
|
|
|
- |
|
|
|
697 |
|
|
|
|
|
697 |
|
| Total Current Liabilities |
|
|
2,824 |
|
|
|
2,643 |
|
|
|
1,440 |
|
|
|
|
|
6,907 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lease Liabilities (ASC 842) |
|
|
194 |
|
|
|
546 |
|
|
|
(13 |
) |
|
4(a) |
|
|
727 |
|
| Contingent Consideration |
|
|
- |
|
|
|
- |
|
|
|
259 |
|
|
|
|
|
259 |
|
| Total Non-Current Liabilities |
|
|
194 |
|
|
|
546 |
|
|
|
246 |
|
|
|
|
|
986 |
|
| Total liabilities |
|
|
3,018 |
|
|
|
3,189 |
|
|
|
1,686 |
|
|
|
|
|
7,893 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share Capital and Premium |
|
|
82,117 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
82,117 |
|
| Accumulated Losses |
|
|
(79,794 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
(79,794 |
) |
| Total Equity |
|
|
2,323 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
2,323 |
|
| Total Liabilities and Equity |
|
|
5,341 |
|
|
|
3,189 |
|
|
|
1,686 |
|
|
|
|
|
10,216 |
|
See the accompanying notes to the Unaudited Pro
Forma Condensed Combined Financial Information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR The FISCAL YEAR ENDED DECMBER 31, 2025
(US dollars in thousands except for loss per
share)
| | |
Registrant Historical | | |
Acquiree Historical | | |
Transaction Accounting Adjustments | | |
| |
Pro Forma Combined | |
| Revenues | |
$ | 289 | | |
$ | 5,521 | | |
$ | - | | |
| |
$ | 5,810 | |
| Cost of Revenues | |
| 287 | | |
| 4,447 | | |
| 509 | | |
5(c) | |
| 5,243 | |
| Gross Profit | |
| 2 | | |
| 1,074 | | |
| (509 | ) | |
| |
| 567 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Research and Development Expenses | |
| 7,496 | | |
| 9,589 | | |
| (69 | ) | |
5(c) | |
| 17,016 | |
| General and administrative expenses | |
| 5,532 | | |
| 4,279 | | |
| (206 | ) | |
5(b) | |
| 9,605 | |
| Sales and Marketing Expenses | |
| 588 | | |
| 4,381 | | |
| - | | |
| |
| 4,969 | |
| Other Expenses | |
| 9 | | |
| 0 | | |
| 189 | | |
5(a) | |
| 198 | |
| Operating Loss | |
| 13,623 | | |
| 17,175 | | |
| 423 | | |
| |
| 31,221 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Interest Income From Deposits | |
| (64 | ) | |
| - | | |
| - | | |
| |
| (64 | ) |
| Finance Expenses (Income), Net | |
| (339 | ) | |
| 175 | | |
| - | | |
| |
| (164 | ) |
| Loss Before Tax | |
| 13,220 | | |
| 17,350 | | |
| 423 | | |
| |
| 30,993 | |
| Taxes on Income | |
| | | |
| | | |
| - | | |
| |
| 0 | |
| Total Comprehensive and Net Loss | |
| 13,220 | | |
| 17,350 | | |
| 423 | | |
| |
| 30,993 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Basic net Loss per Ordinary Share | |
| 0.45 | | |
| | | |
| | | |
| |
| 1.049 | |
| Weighted Average Number of Ordinary Shares Outstanding Basic and Diluted | |
| 29,623,194 | | |
| | | |
| | | |
| |
| 29,623,194 | |
See the accompanying notes to the Unaudited Pro
Forma Condensed Combined Financial Information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
(US dollars in thousands except for loss per
share)
NOTE 1 – BASIS OF PRESENTATION
The
accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X, using the acquisition method of accounting in accordance with ASC Topic 805,
“Business Combinations”, to illustrate the effects of the Company acquisition of substantially all of the assets and certain liabilities
related to the Additively AME and Fabrica businesses of NNDM.
The unaudited pro forma condensed combined
statement of financial position as of December 31, 2025, gives effect to the acquisition as if it had occurred on December 31, 2025. The
unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, give effect to the acquisition as
if it had occurred on January 1, 2025. The unaudited pro forma condensed combined financial information has been derived from, and should
be read in conjunction with:
| (i) | QTREX’s audited consolidated financial statements as
of and for the year ended December 31, 2025; and |
| (ii) | The Abbreviated
Financial Statements of the AME and Fabrica Product Lines of NNDM., which were prepared in accordance with
Rule 3-05(e) of Regulation S-X. |
The unaudited pro forma condensed combined financial
information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations
that would have occurred had the acquisition been completed on the dates assumed, nor is it indicative of future results of operations
of the combined company.
The unaudited pro forma condensed combined financial
information does not reflect any anticipated synergies, operating efficiencies, cost savings, integration costs, or other costs expected
to be incurred following the acquisition.
Pro Forma Adjustments
The unaudited pro forma condensed combined
financial information includes pro forma adjustments that are directly attributable to the acquisition, factually supportable, and, with
respect to the statements of operations, expected to have a continuing impact on the combined results. These adjustments primarily reflect
the preliminary application of purchase accounting, including the recognition and measurement of identifiable assets acquired and liabilities
assumed based on management’s preliminary estimates.
The purchase price allocation reflected in
the unaudited pro forma condensed combined financial information is preliminary and subject to change as additional information becomes
available, including the completion of valuation analyses and the final determination of the fair values of assets acquired and liabilities
assumed. Differences between preliminary estimates and final purchase accounting may be material.
NOTE 2 – ACCOUNTING POLICIES
Management has performed an initial review of
the accounting policies of the Business to identify potential differences between the accounting policies of the Business and those of
the Company. Based on this initial review, management did not identify any differences that would have a material impact on the unaudited
pro forma condensed combined financial information. Accordingly, no pro forma adjustments related to accounting policy differences have
been reflected.
NOTE 3 –
PRELIMINARY PURCHASE PRICE ALLOCATION
Total preliminary purchase
price
The following table summarizes the preliminary
estimated purchase consideration exchanged in connection with the acquisition of the Business. The preliminary purchase price reflects
management’s best estimates based on information available as of the date of preparation of the unaudited pro forma condensed combined
financial information.
| | |
Amount | |
| Cash consideration paid at closing (i) | |
$ | 2,000 | |
| Contingent Consideration (ii) | |
| 957 | |
| Total preliminary purchase price | |
$ | 2,957 | |
| (i) | Represents
cash consideration of $2,000 (plus applicable value-added tax), paid to the Seller
in immediately available funds at the Closing Date. |
| (ii) | Represents the preliminary estimated fair value of contingent
consideration payable to the Seller, consisting of (a) 50% of aggregate AME net cash proceeds, capped at $4,000; and (ii) 50% of aggregate
Fabrica net cash proceeds, up to a maximum amount of $6,500. |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
(US dollars in thousands except for loss per
share)
Preliminary purchase price
allocation
The preliminary purchase price has been allocated
to the identifiable assets acquired and liabilities assumed based on management’s preliminary estimates of their respective fair
values as of the acquisition date. There was no excess of the preliminary purchase price over the estimated fair value of the net identifiable
assets acquired.
The preliminary purchase price allocation is subject
to change as additional information becomes available, including the completion of valuation analyses and the final determination of the
fair values of tangible and identifiable intangible assets acquired, liabilities assumed, and contingent consideration. Any changes to
the preliminary purchase price allocation may be material.
| | |
Amount | |
| Assets Acquired: | |
| | |
| Trade receivables | |
| 251 | |
| Inventory | |
| 2,501 | |
| Property and equipment | |
| 2,344 | |
| Operating lease right of use assets | |
| 1,561 | |
| Total assets acquired | |
| 6,657 | |
| Liabilities Assumed: | |
| | |
| Contract Liabilities | |
| 1,370 | |
| Operating lease liability | |
| 1,561 | |
| Israel Innovation Authority Liability | |
| 769 | |
| Total liabilities assumed | |
| 3,700 | |
| Total preliminary purchase price | |
| 2,957 | |
NOTE 4 –
ADJUSTMENTS TO THE PRO FORMA CONDENSED COMBINED BALANCE SHEET
| (a) | The pro forma condensed combined balance sheet as of December
31, 2025, reflects the application of the preliminary purchase price allocation to the identifiable assets acquired and liabilities assumed
in connection with the acquisition. Other than the adjustments related to the preliminary purchase price allocation described in Note
3, no additional pro forma adjustments to the historical balance sheet amounts were required. |
| (b) | The adjustment steps up the pro forma balance sheet for the
Business’s finished goods and work-in process inventory to a fair value of approximately $2,501. The calculation of fair value
is preliminary and subject to change. The fair value was determined according to ASC 820, based on the estimated selling price of the
inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts |
NOTE 5 – ADJUSTMENTS TO THE PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
| (a) | The unaudited pro forma condensed combined statements of operations
have been adjusted to reflect the accrual of additional transaction-related costs incurred by the Company subsequent to December 31,
2025 in connection with the acquisition of the Business. Such transaction costs primarily consist of legal, accounting, valuation, and
other professional fees that are directly attributable to the acquisition. The amount of additional transaction costs reflected in the
unaudited pro forma condensed combined statements of operations is $189 thousand. |
| (b) | Represents the estimated decrease to depreciation expense of
$275 thousand computed on a straight-line basis using an estimated weighted average useful life of 3.5 years following the preliminary
purchase price allocation to property and equipment, as if the Business acquisition was consummated on January 1, 2025. |
| (c) | The pro forma income statement for the year ended December 31, 2025 is adjusted to increase cost of
sales by the same amount as the inventory that is expected to be sold within one year of the acquisition date. |
NOTE 6 – EARNINGS PER SHARE
No equity instruments
were issued in connection with the acquisition of the Business. Accordingly, the transaction did not have any impact on the weighted-average
number of ordinary shares outstanding, and no pro forma adjustments to basic or diluted earnings (loss) per share were required.
