Nano Dimension Q3 continuing-operations loss: $38.7M
Nano Dimension paid $13.0 million upon agreeing to end its headquarters lease, effective December 31, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Nano Dimension Ltd. reported third-quarter revenue of $31.915 million for the three months ended September 30, 2026, versus $26.884 million a year earlier; net loss from continuing operations was $38.655 million, compared with $29.503 million. For the first nine months, revenue was $90.603 million versus $67.122 million, while net loss from continuing operations was $115.121 million versus $66.413 million.
Cash and cash equivalents were $314.852 million at September 30, 2026, versus $204.672 million at December 31, 2025. Operating activities used $55.082 million during the nine months, compared with $58.534 million a year earlier. The company recorded a $40.388 million impairment of Markforged FFF product line goodwill. It agreed to terminate its headquarters lease effective December 31, 2026, with a one-time $13.0 million payment made upon entering the agreement.
The pending sale of Markforged, Inc. to Stratasys Ltd. is expected to close in the fourth quarter of 2026, subject to regulatory approvals and customary closing conditions. Nano Dimension sold its AME and Fabrica product lines on April 6, 2026, for consideration of up to $12.5 million, comprising $2.0 million cash and up to $10.5 million of deferred payments contingent on product-line sales over 12 months.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue was $31.915 million, versus $26.884 million a year earlier.
Negative
- Major pointMaterial weakness in internal control over financial reporting is cited as a risk requiring remediation.
- Moderate pointNine-month continuing-operations net loss was $115.121 million, versus $66.413 million.
Filing Explained
The buybacks are completed, but any added shares from the outstanding warrants depend on exercise.
Form 10-Q is an unaudited quarterly report; Nano Dimension reports repurchasing 5,862,810 ADSs after
At
Key Figures
Key Terms
contingent consideration financial
Level 3 financial
goodwill impairment financial
deferred revenue financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was NNDM's revenue in the third quarter of 2026?
What was NNDM's third-quarter net loss?
How are NNDM's AME and Fabrica earn-out payments calculated?
AI-generated analysis. How Rhea-AI works. Not financial advice.
pro
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission File No.:
(Exact name of registrant as specified in its charter)
State of |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The Nasdaq Stock Market LLC |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
☒ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The number of shares of Registrant’s Ordinary Shares outstanding as of November 4, 2026 was
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this Quarterly Report on Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
Readers are urged to carefully review and consider the various disclosures made throughout this Quarterly Report on Form 10-Q which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Further information on potential risk factors that could affect our financial results is included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.
i
TABLE OF CONTENTS
PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 |
1 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2026 and 2025 (Unaudited) |
2 |
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Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited) |
3 |
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited) |
6 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
26 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
37 |
Item 4. |
Controls and Procedures. |
37 |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
38 |
Item 1A. |
Risk Factors |
39 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
39 |
Item 3. |
Defaults Upon Senior Securities |
40 |
Item 4. |
Mine Safety Disclosures |
40 |
Item 5. |
Other Information |
40 |
Item 6. |
Exhibits |
41 |
Signatures |
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42 |
ii
NANO DIMENSION LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data) (Unaudited)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Bank deposits |
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Marketable equity securities |
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Restricted bank deposits |
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Trade receivables, net of allowance for credit |
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Inventory |
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Other current assets |
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Total current assets |
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Restricted bank deposits |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Deferred tax assets |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Trade payables |
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$ |
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$ |
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Accrued liabilities |
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Deferred revenue |
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Current portion of lease liability |
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Current portion of bank loan |
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Current settlement payable - related party |
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Total current liabilities |
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Employee benefits |
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Operating lease liabilities |
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Bank loan |
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Long-term settlement payable |
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Long-term deferred revenue |
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Total liabilities |
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Commitments and contingencies (Note 12) |
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Equity: |
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Share capital of NIS |
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Additional paid-in capital |
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Treasury stock |
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( |
) |
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( |
) |
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Accumulated other comprehensive income |
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Accumulated loss |
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( |
) |
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( |
) |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements. |
|||||||||
1
NANO DIMENSION LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share data) (Unaudited)
|
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Three months ended September 30, |
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Nine months ended September 30, |
|
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||||||||||
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue: |
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||||
Product |
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$ |
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$ |
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$ |
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$ |
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||||
Service |
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Total revenue |
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Cost of revenue: |
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||||
Product |
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||||
Service |
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||||
Total cost of revenue |
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||||
Gross profit |
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||||
Operating expenses: |
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||||
Research and development |
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||||
Sales and marketing |
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||||
General and administrative |
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||||
Restructuring and other |
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||||
Desktop Metal litigation |
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||||
Impairment losses |
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||||
Operating loss |
|
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( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Gain (loss) on investment in marketable equity securities |
|
|
( |
) |
|
|
( |
) |
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( |
) |
|
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|
|
Other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Finance income |
|
|
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|
||||
Finance expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income tax expense (benefit) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net loss from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net loss from discontinued operations, net of income tax of nil |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
||
Net loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Less: Net loss attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||
Net loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Discontinued operations - basic and diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
||
|
|
|
|
|
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|
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|
||||
Weighted average common shares outstanding, basic and diluted |
|
|
|
|
|
|
|
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|
|
|
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|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
|
|
|
( |
) |
|
|
|
|
|
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|
|||
Remeasurement of pension and post-employment benefit plans, net of tax |
|
|
|
|
|
|
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|
|
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|
||||
Comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Less: Comprehensive loss attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||
Comprehensive loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
|
|
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|
||||
See Notes to Condensed Consolidated Financial Statements. |
|||||||||||||||||
2
NANO DIMENSION LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands) (Unaudited)
3
|
|
Share |
|
|
Additional |
|
|
Treasury |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|
Non- |
|
|
Total |
|
||||||||
December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Exercise of options and vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation expense |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
March 31, 2025 |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Exercise of options and vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation for pre-combination service |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Share-based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Deconsolidation of subsidiaries |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
June 30, 2025 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exercise of options and vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Repurchase of treasury shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Deconsolidation of subsidiaries |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
March 31, 2026 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share issuance as part of legal settlement |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Share-based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
June 30, 2026 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Exercise of options and vesting of RSUs |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Repurchase of treasury shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation expense |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
September 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
4
See Notes to Condensed Consolidated Financial Statements. |
|
5
NANO DIMENSION LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
|
|
For the Nine Months Ended September 30, |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Cash flow from operating activities |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments: |
|
|
|
|
|
|
|
||
Depreciation, amortization and non-cash lease interest |
|
|
|
|
|
|
|
||
Impairment losses |
|
|
|
|
|
|
|
||
Changes in fair value of equity securities |
|
|
|
|
|
( |
) |
|
|
Loss from deconsolidation of subsidiaries |
|
|
|
|
|
|
|
||
Loss from sale of business assets |
|
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
|
||
Share-based settlement payment |
|
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
— |
|
|
|
|
|
|
(Increase) decrease in inventory |
|
|
( |
) |
|
|
|
|
|
(Increase) in other current assets |
|
|
( |
) |
|
|
( |
) |
|
(Increase) decrease in trade receivables |
|
|
( |
) |
|
|
|
|
|
Increase (decrease) in other payables |
|
|
|
|
|
( |
) |
|
|
(Decrease) in employee benefits |
|
|
( |
) |
|
|
( |
) |
|
(Decrease) increase in trade payables |
|
|
( |
) |
|
|
|
|
|
Other |
|
|
( |
) |
|
|
|
|
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
Cash flow relating to investing activities |
|
|
|
|
|
|
|
||
Change in bank deposits |
|
|
|
|
|
|
|
||
Purchase of property plant and equipment |
|
|
( |
) |
|
|
( |
) |
|
Acquisition of subsidiaries, net of cash acquired |
|
|
|
|
|
( |
) |
|
|
Deconsolidation of subsidiaries |
|
|
|
|
|
( |
) |
|
|
Proceeds from sale of AME assets |
|
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
|
||
Cash flow relating to financing activities |
|
|
|
|
|
|
|
||
Repayment long-term bank debt |
|
|
( |
) |
|
|
( |
) |
|
Repurchase of treasury shares |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
Cash flow relating to discontinued operations |
|
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
|
|
|
( |
) |
|
|
Net cash used in investing activities |
|
|
|
|
|
( |
) |
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
||
Net cash used in discontinued operations |
|
|
|
|
|
( |
) |
|
|
Increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
|
Effect of exchange rate fluctuations on cash |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of the period |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of the period |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
|
|
|
||
Restricted cash in restricted deposits, current |
|
|
|
|
|
|
|
||
Restricted cash in restricted deposits, non-current |
|
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Non-cash operating and investing activity |
|
|
|
|
|
|
|
||
Lease liabilities arising from obtaining right-of-use assets |
|
|
|
|
|
|
|
||
Non-cash investing and financing activity |
|
|
|
|
|
|
|
||
Share issuance as part of settlement |
|
|
|
|
|
|
|
||
Fair value of contingent consideration (earnout) received in connection with sale of business assets |
|
|
|
|
|
|
|
||
Acquisition replacement awards for pre-combination service |
|
|
|
|
|
|
|
||
Repurchase of treasury shares in trade payables |
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
||
Income taxes paid during the period |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
See Notes to Condensed Consolidated Financial Statements. |
|||||||||
6
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data) (Unaudited)
Note 1 – Description of Business
Reporting Entity
Nano Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. Until April 11, 2025, the address of the Company’s principal executive office was 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Effective from that date, the Company’s principal executive office is located at 60 Tower Road, Waltham, Massachusetts, 02451, United States. Unless otherwise indicated, all references to the “Company,” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd. (“GIS”), a United Kingdom corporation, Nano Dimension Technologies Ltd. (“Nano Tech”), an Israeli corporation, Essemtec AG (“Essemtec”) and Nano Dimension Swiss GmbH (“Nano Swiss”), Swiss corporations, Formatec Holding B.V. (“Formatec Holding”) (liquidated in 2025 through bankruptcy), Admatec Europe B.V. (“Admatec”) (liquidated in 2025 through bankruptcy) and Formatec Technical Ceramics B.V. (“Formatec”) (liquidated in 2025 through bankruptcy), Dutch corporations, Nano Dimension USA Inc. (“Nano USA”), a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH (“Nano Germany”) and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd. (“Nano Australia”), an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation, and Markforged Holding Corporation (“Markforged”) and Desktop Metal, Inc. (“Desktop Metal”) (liquidated in 2025 through bankruptcy), Delaware corporations. The Company 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 in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).
Material events in the reporting period
Conflicts in the Middle East
On February 28, 2026, the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the Middle East has been widespread. As of the date of the filing of this Quarterly Report on Form 10-Q, military activity and hostilities continue to escalate in the Middle East, and the situation throughout the region remains volatile, with the potential for continued escalation into a broader and more sustained regional conflict. The impact of the conflict on The Company's results of operation and financial condition is immaterial.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Certain reclassifications have been made to prior year presentation to conform to current year presentation.
7
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Fair Value Measurements
The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs which are supported by little or no market activity.
Financial instruments consist of cash equivalents, bank deposits, marketable securities, trade receivables, trade payables, accrued liabilities, and settlements payable. Cash equivalents, bank deposits, trade receivables, trade payables, accrued liabilities, and settlements payable are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.
The Company measures investment in marketable equity securities at fair value on the condensed consolidated statements of operations and comprehensive loss.
In connection with the sale of the AME business assets, the Company elected to record the earnout at fair value at inception and will reassess the carrying value at each reporting date based on information reasonably available at that time. The earnout is based on the Company’s estimate of the sales value of inventory and collectability of receivables over the twelve months from the closing date and as such is categorized as Level 3. There was no change in the fair value of the earnout from the date of sale, April 6, 2026, through September 30, 2026. Subsequent changes in the fair value of the contingent consideration will be recognized in the condensed consolidated statements of operations and comprehensive loss. See Note 8 for additional discussion.
The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:
|
|
As of September 30, 2026 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Bank deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration (earnout) received in connection with sale of business assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Bank deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
8
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
There were
Goodwill
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment annually at the start of the fourth quarter, or as circumstances indicate that the carrying value of the asset may not be recoverable through future operations.
The Company reviews goodwill for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If a qualitative assessment is performed and the fair value of the reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. When the quantitative goodwill impairment test is performed, the Company determines fair value using accepted valuation techniques, which can include the market and discounted cash flow methods. The fair value of the reporting unit is compared to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss, limited to the total amount of goodwill.
A quantitative goodwill impairment testing process requires valuation of the reporting unit. In the market approach, we can reference the Company’s market capitalization as a value indication given the Company’s single operating segment and reporting unit. In the income approach, which is based on a discounted forecasted cash flow including a terminal value, we compute the terminal value using the constant growth method, which values the forecasted cash flows in perpetuity. The assumptions about future cash flows and growth rates are based on the reporting unit's long-term forecast and is subject to review and approval by senior management. A reporting unit's discount rate is a significant assumption and is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. The estimated fair value could be impacted by changes in market conditions and various other assumptions, however we consider the discount rate assumption to be the key assumption. We categorize the fair value determination as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs.
As a result of our ongoing strategic review process, there was an indicator of value for the Markforged FFF product line that was a triggering event for a goodwill impairment review. As a result, the Company conducted a goodwill impairment review and it was determined that the entire Markforged FFF product line goodwill balance was impaired as of March 31, 2026, resulting in a charge of $
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the revenue recognition accounting standard, the Company performs the following five steps:
9
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
On the contract’s inception date, the Company assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.
The Company identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Company’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Company’s identified performance obligations include printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation. In some cases, the Company recognizes a warranty as a distinct service to the customer and is, therefore, a distinct performance obligation.
Revenue is allocated among performance obligations in a manner that reflects the consideration that the Company expects to be entitled to for the promised goods based on the standalone selling prices (“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, while allocating the estimated SSP for performance obligations relating to maintenance, training and installation services, and the residual is allocated to printers.
Revenue allocated to printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time. Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized at the time of performance. Revenue from development services is recognized only when the relevant contractual milestone is achieved, and recognition is contingent upon such achievement.
Impairment of long-lived assets
The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value.
On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, in exchange for a one-time payment of $
The pending sale of Markforged, Inc. to Stratasys was determined to be a triggering event as the pending sale is structured to only include Markforged, Inc. and its subsidiaries, leaving Markforged Holding Corp. and its other subsidiary, Markforged Sweden AB (MFS) as ongoing subsidiaries of Nano Dimension Ltd. Upon review of the recoverability of the asset group, based on future expected cash flows, categorized as level 3 of the fair value hierarchy, an impairment charge of $
In 2025, the Company exited its previous U.S. headquarters at 300 5th Avenue, Waltham, Massachusetts and sublet the facility leading to a non-cash, pre-tax and after-tax impairment charge of $
10
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on its disclosures in the condensed consolidated financial statements.
In December 2025, the FASB issued ASU-2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities" which establishes authoritative guidance on the accounting for government grants received by business entities. The guidance is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 will have on the Company's interim condensed consolidated financial statements.
Note 3 - Allowance for credit losses
The following is a summary of the activity of the Company’s allowance for credit losses:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Write-offs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency adjustment |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 4 – Other current assets
Other current assets consist of the following:
|
|
September 30, |
|
|
December 31, |
|
|
||
|
|
2026 |
|
|
2025 |
|
|
||
Government authorities |
|
$ |
|
|
$ |
|
|
||
Prepaid expenses |
|
|
|
|
|
|
|
||
Contingent consideration (earnout) received in connection with sale of business assets |
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
||
Other current assets |
|
$ |
|
|
$ |
|
|
||
11
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Note 5 – Inventory
Inventory consists of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Inventory |
|
$ |
|
|
$ |
|
||
Note 6 – Property, plant and equipment, net
The composition of property, plant and equipment, net is as follows:
|
|
September 30, |
|
|
December 31, |
|
|
||
|
|
2026 |
|
|
2025 |
|
|
||
Machinery, equipment and vehicles |
|
$ |
|
|
$ |
|
|
||
Computer hardware and software |
|
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
|
||
Buildings |
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
|
||
On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, in exchange for a one-time payment of $
Note 7 – Goodwill and Intangible Assets
Goodwill
The following table represents the change in the carrying value of goodwill for the nine months ended September 30, 2026:
|
|
Activity |
|
|
Balance as of December 31, 2025 |
|
$ |
|
|
Impairment of Markforged Goodwill |
|
|
( |
) |
Balance as of September 30, 2026 |
|
$ |
|
|
As a result of our ongoing strategic review process, there was an indicator of value for the Markforged FFF product line that was a triggering event for a goodwill impairment review. As a result, the Company conducted a goodwill impairment review and it was determined that the entire Markforged FFF product line goodwill balance was impaired as of March 31, 2026, resulting in a charge of $
12
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Intangible assets, net
The following table displays intangible assets, net by major class:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Mutual licensing under |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trademark |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The Company recognized amortization expense of intangible assets as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Expected resulting revenue is the basis for the economic pattern used to determine the amortization schedule of technology and customer relationships. Trademark intangible amortization is based on the term in which the Company anticipates using the asset. Amortization related to technology and mutual licensing under a settlement agreement are recorded to cost of revenue on the condensed consolidated statements of operations and comprehensive loss. Amortization related to trademarks and customer relationships are recorded in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss.
As of September 30, 2026, estimated amortization expense for intangible assets for each of the next five fiscal years and thereafter is expected to be as follows:
For the Years Ended December 31, |
|
Estimated Amortization Expense |
|
|
2026 (remaining three months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total intangible assets, net |
|
$ |
|
|
13
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Note 8 – Acquisitions and Divestitures
Fiscal 2025 Activity
Acquisition and Divestiture of Desktop Metal, Inc. (“Desktop Metal” or “Desktop”)
On
Information related to the historical results of Desktop is not relevant to the Company’s future results as well as any pro forma presentation giving effect to the Merger since the Desktop assets have already been disposed of and were not reflected in the Company’s results for the period between the date of acquisition and the date of approval of the Insolvency Proceeding, in its condensed consolidated statements of operations and comprehensive loss as discontinued operations and in related disclosures.
The Company determined that the Desktop assets would be disposed of through a sale or other process on the acquisition date and pursued a plan to sell or otherwise dispose of the Desktop business throughout the fiscal quarter following the closing of the Merger. The Company also recorded impairment charges related to the Desktop assets and the costs associated with the bankruptcy and deconsolidation of Desktop in discontinued operations on the Company’s condensed consolidated statements of operations and comprehensive loss following the closing of the Merger. The condensed consolidated statements of operations and comprehensive loss include impairment of the Desktop Metal asset group of $
The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Desktop Metal employee service rendered prior to the acquisition date was $
Cash consideration |
|
$ |
|
|
Fair value of equity awards allocated to pre-acquisition period |
|
|
|
|
Total acquisition consideration |
|
$ |
|
The purchase price allocation for Desktop Metal was as follows:
14
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
|
|
April 2, 2025 |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Restricted cash |
|
|
|
|
Trade receivables |
|
|
|
|
Other current assets |
|
|
|
|
Inventory |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Goodwill |
|
|
|
|
Right-of-use assets |
|
|
|
|
Deferred revenue |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
Long-term lease liabilities |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Total purchase price allocation |
|
$ |
|
|
The Company incurred acquisition-related costs of $
Acquisition of Markforged Holding Corporation (“Markforged”)
On
The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Markforged employee service rendered prior to the acquisition date was $
Cash consideration |
|
$ |
|
|
Fair value of equity awards allocated to pre-acquisition period |
|
|
|
|
Total acquisition consideration |
|
$ |
|
The purchase price allocation for Markforged was as follows:
15
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
|
|
April 25, 2025 |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Restricted cash |
|
|
|
|
Trade receivables |
|
|
|
|
Other current assets |
|
|
|
|
Inventory |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Right-of-use assets |
|
|
|
|
Goodwill |
|
|
|
|
Definite-lived intangible assets |
|
|
|
|
Other assets |
|
|
|
|
Accounts payable and accrued expenses |
|
|
( |
) |
Lease liability |
|
|
( |
) |
Deferred revenue |
|
|
( |
) |
Deferred tax liabilities |
|
|
( |
) |
Total purchase price allocation |
|
$ |
|
|
The goodwill resulting from this transaction is primarily attributable to the potential growth and expected synergies from combining operations and is not deductible for tax purposes.
The definite-lived intangible assets acquired for Markforged were as follows:
Definite-Lived Intangible Assets |
|
April 25, 2025 |
|
|
Weighted Average Amortization Life (in years) |
|
||
Developed technology |
|
$ |
|
|
|
|
||
Mutual licensing under settlement agreement |
|
|
|
|
|
|
||
Trademark |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|
||
Total definite-lived intangible assets |
|
$ |
|
|
|
|
||
The Company incurred acquisition-related costs of $
The following selected unaudited pro forma consolidated results of operations are presented as if the Markforged acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition.
|
|
Three months ended |
|
|
Nine months ended |
|
||
|
|
September 30, 2025 |
|
|
September 30, 2025 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Net loss attributable to common shareholders |
|
|
( |
) |
|
|
( |
) |
Net loss per share - basic and diluted |
|
|
( |
) |
|
|
( |
) |
These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition.
Divestitures
16
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
On April 6, 2026, the AME product line and previously discontinued Fabrica product line were divested. The total consideration payable to the Company in connection with the transaction is up to $
During 2025, the Company discontinued a number of product lines, including, Fabrica, Admatec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). The Company implemented a complete cost reduction program for the DeepCube and Nano Fabrica product lines. In April 2025, Admatec, Formatec, and Formatec Holdings were declared bankrupt. Additionally, in April 2025, J.A.M.E.S. ceased operations.
Loss on deconsolidation of subsidiaries represents the difference between proceeds received upon disposition and the book value of a subsidiary which has been divested and was excluded from treatment as a discontinued operation. Also included in loss on disposal of subsidiaries is recognition of the cumulative translation adjustment out of accumulated other comprehensive loss. The loss on deconsolidation of subsidiaries was $
Note 9 – Accrued liabilities
Accrued liabilities consist of the following:
|
|
September 30, |
|
|
December 31, |
|
|
||
|
|
2026 |
|
|
2025 |
|
|
||
Employees and related liabilities |
|
$ |
|
|
$ |
|
|
||
Professional services |
|
|
|
|
|
|
|
||
Government authorities |
|
|
|
|
|
|
|
||
Contingencies |
|
|
|
|
|
|
|
||
Current portion of settlement payable |
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
|
||
17
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Note 10 – Equity
Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):
|
|
Ordinary shares |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Shares outstanding as of January 1 |
|
|
|
|
|
|
||
Repurchase of treasury shares |
|
|
( |
) |
|
|
( |
) |
Exercise of share options and vesting of RSUs during the period |
|
|
|
|
|
|
||
Share issuance as part of settlement |
|
|
|
|
|
|
||
Shares outstanding as of September 30 |
|
|
|
|
|
|
||
Treasury shares
In January 2025, the Company’s board of directors authorized a repurchase plan, or the $
Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased
Rights Plan
In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.
In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.
Stock Options, RSUs and Warrants
The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).
The 2015 Plan was adopted by Company’s board of directors in February 2015, and was originally scheduled to expire in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.
On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.
Of these outstanding awards, as of September 30, 2026,
Stock options
The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.
A summary of the Company’s stock option activity and related information is as follows:
18
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|||
Outstanding on December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Expired |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding on September 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
Exercisable as of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
The total intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 were $
The weighted average remaining contractual life of the outstanding options is
Restricted stock units (“RSU”)
A summary of the Company’s RSU activity is as follows:
|
|
|
|
|
Weighted |
|
||
|
|
|
|
|
average |
|
||
|
|
Number of Units |
|
|
grant price |
|
||
Outstanding on December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding on September 30, 2026 |
|
|
|
|
$ |
|
||
The weighted average fair values at grant date of RSUs granted for the nine months ended September 30, 2026 and 2025 were $
The total fair value of shares vested during the nine months ended September 30, 2026 and 2025 was $
As of September 30, 2026, the Company had approximately $
Warrants
A summary of the Company’s warrants activity and related information is as follows:
|
|
|
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
|
|
|
average |
|
|||
|
|
|
|
|
Weighted |
|
|
remaining |
|
|||
|
|
|
|
|
average |
|
|
contractual |
|
|||
|
|
|
|
|
exercise |
|
|
life (in |
|
|||
|
|
Warrants |
|
|
price |
|
|
years) |
|
|||
Outstanding on December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercised |
|
|
|
|
|
|
|
|
— |
|
||
Expired |
|
|
|
|
|
|
|
|
— |
|
||
Outstanding and exercisable as of September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
19
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
As of September 30, 2026, the outstanding warrants include
Stock-Based Compensation
Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:
|
|
Three months ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 11 – Revenue
The Company has one operating and reportable segment, which generates revenue via industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science.
Revenue per geographical location is as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Americas |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
APAC |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EMEA |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
The following table disaggregates the Company's revenue by the timing of transfer of products or services:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Services transferred over time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Goods transferred at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements.
For the three and nine months ended September 30, 2026, the Company recognized $
20
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Company recognized $
Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $
Note 12 – Commitments and contingencies
From time to time, the Company may become a party to various litigation matters incidental to the conduct of its business. Except as disclosed below, the Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.
On September 20, 2024, Markforged entered into a settlement agreement with Continuous Composites Inc. (“Continuous Composites”) related to previous litigation (the “Settlement Agreement”) to resolve all claims and counterclaims. Under the terms of the Settlement Agreement, Markforged made an initial upfront payment of $
On July 8, 2025, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn”) filed a lawsuit against Nano Dimension Ltd. and Ofir Baharav (“Defendants”). Quinn alleges that Defendants tortiously interfered with Quinn’s contract with Desktop Metal, and prevented Desktop Metal from paying Quinn approximately $
During the third quarter of 2025, certain former employees or vendors of the Company or its subsidiaries filed lawsuits alleging that the Company is in breach of certain agreements and are entitled to certain compensation and other benefits. These matters settled during the second quarter of 2026 with payment of $
During the fourth quarter of 2025, Markforged processed a $
21
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
investigation. Pending conclusion of the investigation, approximately $
On June 5, 2026, plaintiff Stephen Sorensen, the trustee for the Desktop Litigation Trust, which is an entity created as part of Desktop’s liquidation to file lawsuits and marshal assets for distribution to Desktop’s creditors (the “Trustee”) filed an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, against the Company, Markforged, and Desktop Metal’s former leadership (the “Director Defendants”), alleging that (a) the Director Defendants breached fiduciary duties owed to Desktop by failing to include a provision in the Desktop Merger Agreement requiring Nano to repurchase more than $
On September 11, 2026, twenty investment funds filed a lawsuit against the Company and Murchinson Ltd. (“Murchinson”) in the U.S. District Court for the Southern District of New York. The funds are alleged beneficial holders of notes that Desktop Metal issued in 2022. They seek to hold Nano and Murchinson liable for more than $
Note 13 – Income Tax
The Company’s effective tax rate was (
Note 14 – Segments
Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.
The Company operates as one reportable segment. The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis using consolidated net loss and adjusted EBITDA. The CODM uses the Company's net loss and adjusted EBITDA to monitor budgeted versus actual results, evaluate margins, review actual results and/or engage in other capital management transactions. Consolidated net loss is the measure of segment loss consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance.
There is not any revenue, expense, or asset information, that is supplemental to those disclosed in these condensed consolidated financial statements, that are regularly provided to the CODM for evaluation of the single operating segment.
22
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Research and development |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Sales and marketing |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Restructuring and other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Desktop Metal litigation |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain (loss) on investment in marketable equity securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Note 15 – Net Loss Per Share
The Company computes basic net loss per share using net loss attributable to the Company’s common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive.
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net loss from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
||
Less: Net loss attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||
Net loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding - Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
||
Net loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
For the three and nine months ended September 30, 2026 and 2025, the Company was in a net loss position, thus the effect of potentially dilutive securities was excluded from the denominator for the calculation of diluted net loss per share because the
23
NANO DIMENSION LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
inclusion of such securities would be antidilutive.
|
|
For the three months ended |
|
|
For the nine months ended September 30, |
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Unvested or unexercised option awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note 16 – Related Party Transactions
Settlement Agreement with Significant Shareholder
On August 17, 2026, the Company received a demand letter from Murchinson, a beneficial owner of approximately
The Committee negotiated the Demand Settlement Agreement with the assistance of outside legal counsel, and it determined that the negotiated terms of the Demand Settlement Agreement were reasonable and in the best interest of the Company before recommending its approval by the Board. The Board unanimously approved the settlement with Murchinson, finding that continued disputes, threatened litigation, and unresolved claims may impose additional financial burdens, consume valuable management and board resources, create uncertainty regarding the Company's governance and operations, and interfere with Nano's ability to execute its strategic objectives. The Board determined that resolving outstanding disputes with Murchinson would serve the Company's best interests by reducing uncertainty, avoiding further disruption, and enabling management and the board to devote their attention and resources to the Company's future.
Pursuant to the terms of the Demand Settlement Agreement, and in exchange for the releases as set forth in the agreement, the Company agreed to pay Murchinson the Settlement Amount in full satisfaction of settled dispute claims and as reimbursement for documented third-party advisory, legal, and proxy solicitation expenses incurred. The Settlement Amount is accrued in Current settlement payable - related party on the condensed consolidated balance sheet as of September 30, 2026, and included within total General and administrative expenses on the condensed consolidated statement of operations and other comprehensive loss for the three and nine months ended September 30, 2026.
24
Note 17 – Subsequent Events
Appointment of Permanent Chief Executive Officer
Moshe Rozenbaum, who has served as the Interim Chief Executive Officer since July 21, 2026, was named as the permanent Chief Executive Officer on November 3, 2026.
25
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.
Overview
We engage 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 in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $90.6 million and $67.1 million for the nine months ended September 30, 2026 and 2025, respectively, and incurred net losses from continuing operations of $115.1 million, inclusive of $40.4 million of goodwill impairment, and $66.4 million, respectively, for those same periods. As of September 30, 2026, we had an accumulated loss of $1,086.1 million and cash, cash equivalents, bank deposits and marketable securities of $396.9 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.
Recent Developments
Departure of Directors and Officers; Election of Directors
On July 17, 2026, Nano Dimension Ltd. (the “Company”) entered into a Settlement Agreement (the “Agreement”) by and among the Company, members of the Company’s Board of Directors (the “Board”), and Murchinson Ltd. and its affiliated entities and persons (collectively, “Murchinson”).
Pursuant to the terms of the Agreement, (i) each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the “Departing Directors”) resigned from the Board and all positions with the Company and its subsidiaries, effective immediately following execution of the Agreement, (ii) the Company appointed each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow (the “New Directors”) to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Company’s 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors, and (iii) Murchinson irrevocably withdrew its demand, dated May 21, 2026, that the Company call an extraordinary general meeting of shareholders (the “EGM”) to vote on various proposals submitted by Murchinson, enabling the Company to cancel the EGM previously scheduled to be held on July 31, 2026, which has been cancelled. In addition, parties to the Agreement also agreed to certain litigation-related provisions, including a mutual release of certain claims and a covenant not to initiate or pursue certain legal proceedings, as well as certain non-disparagement provisions.
On August 16, 2026, the Board appointed Nadav Kidron to the Board as a Class II director for the term expiring on the date of the Company’s 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, effective immediately.
Changes in Control
As a result of the resignations of the Departing Directors and the appointments of the New Directors, a change in control of the Company occurred on July 17, 2026. Except as disclosed above, there are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Appointment of Chief Executive Officer
On July 21, 2026, Mr. Rozenbaum was appointed as the Interim Chief Executive Officer of the Company. On November 3, 2026,
26
Mr. Rozenbaum was named as the permanent Chief Executive Officer of the Company.
Change in Auditor
On September 28, 2026, the Company dismissed KPMG as the Company’s independent registered public accounting firm. and engaged Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC Israel”) as the Company’s new independent registered public accounting firm, beginning with the audit of the Company’s financial statements for the year ending December 31, 2026 and the review of the Company’s unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026. The engagement of PwC Israel was approved by the Audit Committee of the Board of Directors of the Company.
Impact of Macroeconomic Trends
Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.
Key Factors Affecting Operating Results
We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.
Hardware sales
Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.
Go to market
We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.
Seasonality
Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.
Components of Results of Operations
Revenue
The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.
27
Cost of revenue
Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.
Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams’ provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.
Gross profit and gross margin
Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:
We expect our gross margins to fluctuate over time, depending on the factors described above.
Research and development
Our research and development expenses consist of payroll and related expenses, share-based compensation expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.
Sales and marketing
Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based compensation expenses, facilities costs, and other demand generation services.
General and administrative
General and administrative expenses consist of payroll and related expenses for our executive leadership and finance, human resources and IT departments, professional services, share-based compensation expenses, legal fees, transaction costs, depreciation, travel expenses, office expenses, facilities costs as well as other general and administrative expenses.
28
Restructuring and other
Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiaries, or sale of business assets that do not meet the definition of discontinued operations.
Desktop Metal litigation
Desktop Metal litigation expenses include the costs incurred by the Company related to litigation brought against the Company by Desktop Metal prior to the acquisition. On December 16, 2024, Desktop filed a lawsuit against the Company in the Delaware Court of Chancery alleging that we failed to use our reasonable best efforts to obtain regulatory approval in connection with the Merger Agreement entered into on July 2, 2024, or Merger Agreement. We brought counterclaims against Desktop in connection with its obligations under the Merger Agreement, including its obligations to operate its business in the ordinary course and not to experience a bankruptcy. On December 31, 2024, Desktop filed an additional lawsuit in the Delaware Court of Chancery seeking to enjoin the Company and Markforged from consummating the acquisition of Markforged before we consummated the merger with Desktop. In that lawsuit, Desktop alleged that if the acquisition of Markforged were to be consummated before the merger with Desktop, it would violate the terms of the Merger Agreement. The court consolidated the Markforged action with Desktop’s initial suit. These claims proceeded through discovery and to trial in the Delaware Court of Chancery. On March 24, 2025, the Delaware Court of Chancery ruled in Desktop’s favor and ordered the Company to proceed to close the Desktop transaction. On April 2, 2025, the parties finalized the transaction and filed a stipulation of dismissal in the Delaware Court of Chancery.
Impairment losses
Consists of impairment expenses related to the impairment of goodwill, right-of-use assets, disposal of property, plant, and equipment, and intangible assets.
Gain (loss) on investment in marketable equity securities
Consists of the revaluation of our investment in Stratasys, which is measured at fair value.
Finance income
Finance income includes bank interest earned on deposits, exchange rate differences, revaluation of financial assets and liabilities through profit and loss.
Finance expense
Finance expense includes exchange rate differences, revaluation of financial assets and liabilities through profit and loss, revaluation of government grant liabilities, and interest related to the Continuous Composites settlement that will accrete $1.8 million of interest over the remaining payment term.
Income tax expense
We have historically recorded an immaterial income tax expense each year since our inception due to ongoing operating losses.
Fiscal Year 2025 Acquisitions and Subsequent Bankruptcy
On April 2, 2025, we acquired Desktop Metal, a provider of industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding our customer base and global market presence across key industries. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and all income producing assets were sold in the third quarter of 2025. The purchase price of Desktop Metal was $180.3 million. The acquisition was funded through available cash.
The consolidated statements of operations and comprehensive loss includes impairment of the asset group of $139.4 million and loss from operations of $53.9 million for the period of acquisition through the date that the bankruptcy plan was approved, which are both included within net loss from discontinued operations.
On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to
29
bring industrial production to the point of need on the factory floor. Taking control of Markforged was expected to enable us to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we entered into a definitive agreement to sell MarkForged Inc. to Stratasys Ltd. The transaction is expected to close in the forth quarter of 2026, subject to regulatory approvals and customary closing conditions.
Critical Accounting Policies and Estimates
A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results of operations and requires management’s subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent accounting pronouncements
Refer to Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the recent accounting pronouncements that we have adopted and have not yet adopted.
30
Results of Operations
Comparison of the three months ended September 30, 2026 and 2025
Revenue and Net Loss
The following table presents consolidated revenue and net loss:
|
|
Three months ended |
|
|
|
|
|
|
|
|||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ change |
|
|
% change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
26,230 |
|
|
$ |
20,199 |
|
|
$ |
6,031 |
|
|
|
30 |
% |
Service |
|
|
5,685 |
|
|
|
6,685 |
|
|
|
(1,000 |
) |
|
|
(15 |
)% |
Total revenue |
|
|
31,915 |
|
|
|
26,884 |
|
|
|
5,031 |
|
|
|
19 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
14,197 |
|
|
|
15,187 |
|
|
|
(990 |
) |
|
|
(7 |
)% |
Service |
|
|
3,277 |
|
|
|
3,553 |
|
|
|
(276 |
) |
|
|
(8 |
)% |
Total cost of revenue |
|
|
17,474 |
|
|
|
18,740 |
|
|
|
(1,266 |
) |
|
|
(7 |
)% |
Gross profit |
|
|
14,441 |
|
|
|
8,144 |
|
|
|
6,297 |
|
|
|
77 |
% |
Research and development |
|
|
4,914 |
|
|
|
8,530 |
|
|
|
(3,616 |
) |
|
|
(42 |
)% |
Sales and marketing |
|
|
7,882 |
|
|
|
10,097 |
|
|
|
(2,215 |
) |
|
|
(22 |
)% |
General and administrative |
|
|
33,620 |
|
|
|
14,210 |
|
|
|
19,410 |
|
|
|
137 |
% |
Restructuring and other |
|
|
5,815 |
|
|
|
2,021 |
|
|
|
3,794 |
|
|
|
188 |
% |
Desktop Metal litigation |
|
|
— |
|
|
|
693 |
|
|
|
(693 |
) |
|
|
(100 |
)% |
Impairment losses |
|
|
1,190 |
|
|
|
5,721 |
|
|
|
(4,531 |
) |
|
|
(79 |
)% |
Total operating loss |
|
|
(38,980 |
) |
|
|
(33,128 |
) |
|
|
(5,852 |
) |
|
|
18 |
% |
Gain on investment in marketable equity securities |
|
|
(2,424 |
) |
|
|
(2,617 |
) |
|
|
193 |
|
|
|
(7 |
)% |
Other expense, net |
|
|
(167 |
) |
|
|
(150 |
) |
|
|
(17 |
) |
|
|
11 |
% |
Finance income |
|
|
3,137 |
|
|
|
6,674 |
|
|
|
(3,537 |
) |
|
|
(53 |
)% |
Finance expense |
|
|
(245 |
) |
|
|
(258 |
) |
|
|
13 |
|
|
|
(5 |
)% |
Loss before income taxes |
|
|
(38,679 |
) |
|
|
(29,479 |
) |
|
|
(9,200 |
) |
|
|
31 |
% |
Income tax expense (benefit) |
|
|
(24 |
) |
|
|
24 |
|
|
|
(48 |
) |
|
|
(200 |
)% |
Net loss from continuing operations |
|
|
(38,655 |
) |
|
|
(29,503 |
) |
|
|
(9,152 |
) |
|
|
31 |
% |
Net loss from discontinued operations, net of income tax of nil |
|
|
— |
|
|
|
(23,502 |
) |
|
|
23,502 |
|
|
|
(100 |
)% |
Net loss |
|
|
(38,655 |
) |
|
|
(53,005 |
) |
|
|
14,350 |
|
|
|
(27 |
)% |
Total revenue increased $5.0 million due to Surface Mount Technology ("SMT") product line revenue increasing $6.0 million. During the three months ended September 30, 2025, demand was negatively impacted by tariff uncertainty. This increase was partially offset by the sale of AME in the second quarter of 2026 of $1.4 million.
Cost of revenue decreased $1.3 million, of which, $3.6 million is the decrease in inventory step-up amortization and intangible asset amortization from purchase accounting. This decrease was partially offset by the sale of AME in the second quarter of 2026. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.
Research and development expense decreased $3.6 million, primarily due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense decreased $2.2 million largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
31
General and administrative expense increased $19.4 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. This was partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $3.8 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.
We incurred $0.7 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended September 30, 2025 that did not recur in the three months ended September 30, 2026.
The impairment loss in the third quarter of 2026 related to asset impairment of the Markforged Sweden legal entity property, plant and equipment. The impairment loss in the third quarter of 2025 related to partial impairment of the right-of-use asset of Nano's corporate headquarters, 60 Tower Road.
Gain (loss) on Investment in Marketable Equity Securities
The loss on investment in marketable equity securities for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.
Finance Income and Expense
We recognized net financial income of $2.9 million for the three months ended September 30, 2026 compared to $6.4 million for the three months ended September 30, 2025 a decrease of $3.5 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
Net Loss from Discontinued Operations
Desktop Metal was deconsolidated in the third quarter of 2025 following the Chapter 11 bankruptcy filing. This led to the consolidation of losses from discontinued operations during the period of $10.6 million and a loss from deconsolidation of $12.9 million.
32
Comparison of the nine months ended September 30, 2026 and 2025
Revenue and Net Loss
The following table presents consolidated revenue and net loss:
|
|
Nine months ended September 30, |
|
|
|
|
|
|
|
|||||||
(in thousands of U.S. dollars, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ change |
|
|
% change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
$ |
73,142 |
|
|
$ |
51,942 |
|
|
$ |
21,200 |
|
|
|
41 |
% |
Service revenue |
|
|
17,461 |
|
|
|
15,180 |
|
|
|
2,281 |
|
|
|
15 |
% |
Total revenue |
|
|
90,603 |
|
|
|
67,122 |
|
|
|
23,481 |
|
|
|
35 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
41,605 |
|
|
|
38,678 |
|
|
|
2,927 |
|
|
|
8 |
% |
Service |
|
|
9,136 |
|
|
|
7,416 |
|
|
|
1,720 |
|
|
|
23 |
% |
Total cost of revenue |
|
|
50,741 |
|
|
|
46,094 |
|
|
|
4,647 |
|
|
|
10 |
% |
Gross Profit |
|
|
39,862 |
|
|
|
21,028 |
|
|
|
18,834 |
|
|
|
90 |
% |
Research and development |
|
|
18,903 |
|
|
|
22,588 |
|
|
|
(3,685 |
) |
|
|
(16 |
)% |
Sales and marketing |
|
|
25,979 |
|
|
|
25,648 |
|
|
|
331 |
|
|
|
1 |
% |
General and administrative |
|
|
61,741 |
|
|
|
41,985 |
|
|
|
19,756 |
|
|
|
47 |
% |
Restructuring and other |
|
|
15,706 |
|
|
|
7,049 |
|
|
|
8,657 |
|
|
|
123 |
% |
Desktop Metal litigation |
|
|
— |
|
|
|
32,008 |
|
|
|
(32,008 |
) |
|
|
(100 |
)% |
Impairment losses |
|
|
41,578 |
|
|
|
8,406 |
|
|
|
33,172 |
|
|
|
395 |
% |
Total operating loss |
|
|
(124,045 |
) |
|
|
(116,656 |
) |
|
|
(7,389 |
) |
|
|
6 |
% |
(Loss) gain on investment in marketable equity securities |
|
|
(3,587 |
) |
|
|
22,396 |
|
|
|
(25,983 |
) |
|
|
(116 |
)% |
Other expense, net |
|
|
(175 |
) |
|
|
(206 |
) |
|
|
31 |
|
|
|
(15 |
)% |
Finance income |
|
|
13,550 |
|
|
|
28,697 |
|
|
|
(15,147 |
) |
|
|
(53 |
)% |
Finance expense |
|
|
(738 |
) |
|
|
(521 |
) |
|
|
(217 |
) |
|
|
42 |
% |
Loss before income taxes |
|
|
(114,995 |
) |
|
|
(66,290 |
) |
|
|
(48,705 |
) |
|
|
73 |
% |
Income tax benefit |
|
|
126 |
|
|
|
123 |
|
|
|
3 |
|
|
|
2 |
% |
Net loss from continuing operations |
|
|
(115,121 |
) |
|
|
(66,167 |
) |
|
|
(48,954 |
) |
|
|
74 |
% |
Net loss from discontinued operations, net of income tax of nil |
|
|
— |
|
|
|
(193,263 |
) |
|
|
193,263 |
|
|
|
(100 |
)% |
Net loss |
|
|
(115,121 |
) |
|
|
(259,430 |
) |
|
|
144,309 |
|
|
|
(56 |
)% |
Less: Net loss attributable to non-controlling interests |
|
|
— |
|
|
|
(323 |
) |
|
|
323 |
|
|
|
(100 |
)% |
Net loss attributable to common shareholders |
|
$ |
(115,121 |
) |
|
$ |
(259,107 |
) |
|
$ |
143,986 |
|
|
|
(56 |
)% |
Total revenue increased $23.5 million, primarily attributable to the inclusion of three quarters of Markforged versus two in 2025, and an increase in SMT product line revenue of $12.3 million. During the nine months ended September 30, 2025, international demand was negatively impacted by tariff uncertainty. This increase in revenue was partially offset by a decrease due to the sale of the product line of AME of $2.6 million.
Cost of revenue increased $4.6 million. This was offset by a decrease in inventory step-up amortization and intangible asset amortization from purchase accounting and cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume of the Markforged and SMT product lines.
Research and development expense decreased $3.7 million due to lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense increased $0.3 million due primarily to the acquisition of Markforged that was offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.
33
General and administrative expense increased $19.8 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. The increases in expense were partially offset by lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $8.7 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.
We incurred $32.0 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the nine months ended September 30, 2025 that did not recur in the nine months ended September 30, 2026.
Impairment losses increased $33.2 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million and asset impairment at Markforged Sweden of $1.2 million. The impairment loss in 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office, and partial impairment of the 60 Tower headquarters.
(Loss) Gain on Investment in Marketable Equity Securities
Loss on investment in marketable equity securities for the nine months ended September 30, 2026 was a loss of $3.6 million compared to a gain of $22.4 million for the nine months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.
Finance Income and Expense
We recognized net financial income of $12.8 million for the nine months ended September 30, 2026 compared to $28.2 million for the nine months ended September 30, 2025, a decrease of $15.4 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
Net Loss from Discontinued Operations
We incurred a loss from discontinued operations of $193.3 million for the nine months ended September 30, 2025 due to the full impairment of the Desktop Metal asset group of $139.4 million. In addition, losses from discontinued operations for the nine months ended September 30, 2025 were $41.0 million and a loss on deconsolidation was recognized for $12.9 million.
34
Liquidity and Capital Resources
Overview
Since our inception through September 30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of September 30, 2026, we held $314.9 million in cash and cash equivalents.
Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations, and other accrued obligations, including the $14.7 million settlement payable to Murchinson. We are also subject to ongoing payment obligations. For example, pursuant to the Continuous Composites Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations. Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased 5,862,810 ADSs in the open market at an average price of $1.46 per share, for an aggregate purchase price of $8.6 million.
The table below presents our cash flows:
|
|
Nine months ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows used in operating activities |
|
$ |
(55,082 |
) |
|
$ |
(58,534 |
) |
Cash flow from (used in) investing activities |
|
|
170,164 |
|
|
|
64,845 |
|
Cash flow used in financing activities |
|
|
(11,193 |
) |
|
|
(5,161 |
) |
Net cash used in discontinued operations |
|
|
— |
|
|
|
(22,373 |
) |
Effect of exchange rate fluctuations on cash |
|
|
5,997 |
|
|
|
3,821 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
$ |
109,886 |
|
|
$ |
(17,402 |
) |
Operating Activities
Net cash used in operating activities of $55.1 million during the nine months ended September 30, 2026 was primarily used for payment of the termination of the 60 Tower lease of $13.0 million, payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.
Net cash used in operating activities of $58.5 million during the nine months ended September 30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.
Investing Activities
Net cash from investing activities of $170.2 million during the nine months ended September 30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.
Net cash used in investing activities of $64.8 million during the nine months ended September 30, 2025 due to the purchases of Desktop Metal and Markforged in April 2025, partially offset by the change in bank deposits used to finance the acquisitions.
Financing Activities
Net cash used in financing activities of $11.2 million during the nine months ended September 30, 2026 was mainly due to repurchase of our ADSs.
Net cash used in financing activities of $5.2 million during the nine months ended September 30, 2025 was mainly due to repurchase of our ADSs.
Discontinued Operations
Net cash used in discontinued operations is related to the activity of Desktop Metal for the period from acquisition in April 2025
35
until deconsolidation in July 2025.
Share Repurchase
In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During the three and nine months ended September 30, 2026 and 2025, 7,022,529 and 3,513,549 ordinary shares were repurchased under the $150 million Repurchase Plan, respectively.
Current Outlook
To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.
We believe we will continue to incur operating losses and negative cash flows in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months and into 2027.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including, but not limited to:
Non-GAAP Metrics
EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.
Adjusted EBITDA and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above,
36
should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.
EBITDA, Adjusted EBITDA, and Adjusted gross profit can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, however, we may incur such expenses in the future, which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.
The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss from continuing operations |
|
$ |
(38,655 |
) |
|
$ |
(29,503 |
) |
|
$ |
(115,121 |
) |
|
$ |
(66,413 |
) |
Income tax expense |
|
|
(24 |
) |
|
|
24 |
|
|
|
126 |
|
|
|
123 |
|
Depreciation and amortization |
|
|
4,651 |
|
|
|
2,516 |
|
|
|
8,786 |
|
|
|
5,026 |
|
Interest expense |
|
|
220 |
|
|
|
244 |
|
|
|
663 |
|
|
|
428 |
|
Interest income |
|
|
(3,301 |
) |
|
|
(4,880 |
) |
|
|
(10,757 |
) |
|
|
(20,133 |
) |
EBITDA (loss) |
|
|
(37,109 |
) |
|
|
(31,599 |
) |
|
|
(116,303 |
) |
|
|
(80,969 |
) |
Finance (income) expenses from revaluation of assets and liabilities |
|
|
2,422 |
|
|
|
2,617 |
|
|
|
3,584 |
|
|
|
(22,375 |
) |
Exchange rate differences |
|
|
163 |
|
|
|
(1,776 |
) |
|
|
(2,795 |
) |
|
|
(8,500 |
) |
Share-based compensation expense |
|
|
611 |
|
|
|
1,373 |
|
|
|
4,409 |
|
|
|
3,018 |
|
Desktop Metal litigation related expenses |
|
|
— |
|
|
|
693 |
|
|
|
— |
|
|
|
32,008 |
|
Desktop Metal and Markforged transaction related expenses |
|
|
— |
|
|
|
770 |
|
|
|
614 |
|
|
|
10,591 |
|
Restructuring and other |
|
|
5,815 |
|
|
|
2,021 |
|
|
|
15,706 |
|
|
|
7,049 |
|
Impairment losses |
|
|
1,190 |
|
|
|
5,721 |
|
|
|
41,578 |
|
|
|
8,406 |
|
Acquisition inventory step-up amortization |
|
|
— |
|
|
|
3,603 |
|
|
|
616 |
|
|
|
7,452 |
|
Litigation, settlements, and contingencies |
|
|
22,135 |
|
|
|
— |
|
|
|
25,702 |
|
|
|
— |
|
Adjusted EBITDA (loss) |
|
$ |
(4,773 |
) |
|
$ |
(16,577 |
) |
|
$ |
(26,889 |
) |
|
$ |
(43,320 |
) |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.
Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes to our market risk exposures since December 31, 2025. For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk”, included in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 31, 2026.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.
37
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In April 2025, we completed our acquisitions of Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding Corporation (“Markforged”) (collectively the “Acquisitions”). In July 2025, we disposed of Desktop Metal. We are in the process of evaluating the existing controls and procedures of Markforged and integrating Markforged into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded Markforged from our evaluation of the internal control over financial reporting. The excluded business, excluding goodwill and intangible assets of $40.3 million and $19.4 million which are included in the scope of the assessment, constituted approximately 15% of total assets and 53% of revenues as of and for the year ended December 31, 2025.
Based on this assessment, our CEO and CFO concluded that the Company did not maintain sufficient resources with an appropriate level of accounting knowledge, training and experience in the accounting for business combinations and discontinued operations to fulfill our responsibilities with respect to internal control over financial reporting. As a result, we did not design and operate effective process level control activities related to the accounting and disclosure for the Acquisitions, including valuation of certain acquired intangible assets, and discontinued operations of Desktop Metal.
Remediation Plan for Material Weakness
Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above. We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2026. The remediation efforts include:
The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.
Changes in Internal Control over Financial Reporting
Except for the remediation changes that are being implemented, as described above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes of these legal proceedings, these actions, in the aggregate, could have a material adverse impact on our financial position, results of operations or liquidity. A description of our legal proceedings is included in "Item 1. Financial Statements, Note 12. Commitments and Contingencies," and is incorporated herein by reference.
38
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, which could materially affect our business, financial condition, results of operations and prospects. Except as set forth below, there have been no material changes to the Company’s risk factors since that Annual Report on Form 10-K.
Recent changes in our board of directors, including a change in control, and in our senior management may disrupt our operations and adversely affect our business.
We have recently experienced significant changes in our board of directors and senior management. On July 17, 2026, we entered into the Agreement with Murchinson. Under the Agreement, four of our directors resigned, including our then Chief Executive Officer, and three new directors were appointed to our board of directors. As a result of these resignations and appointments, a change in control of the Company occurred on July 17, 2026. On July 21, 2026, a member of our board of directors was appointed as our Interim Chief Executive Officer, and on August 16, 2026, our board of directors appointed an additional director. These changes may result in the loss of institutional knowledge, disruption to our operations and challenges in executing our business strategy. Our reconstituted board of directors and new management team may change our strategy, priorities or capital allocation (including the use of our cash resources and our share repurchase program), or the outcome of our ongoing review of strategic alternatives, and those changes may not be successful. The transition of responsibilities to new or existing personnel may take longer or require more resources than anticipated, and there can be no assurance that new or remaining personnel will be able to perform their roles effectively. Changes in management may also affect employee morale, productivity and relationships with customers, suppliers and other business partners. If we are unable to successfully manage these transitions, or if additional changes occur, our business operations, financial condition, results of operations and ability to achieve our strategic objectives could be materially and adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) and (b) None.
(c)
Issuer Purchases of Equity Securities
During the three months ended September 30, 2026, the following equity securities were purchased as part of our $150 million Repurchase Plan, described below, and by affiliated purchasers:
Period |
|
Total Number of |
|
|
Average Price |
|
|
Total Number |
|
|
Maximum Number of |
||||||
July 1-31, 2026 |
|
|
|
|
|
|
|
|
|
|
$ |
125,144,432.23 |
|
|
|||
August 1-31, 2026 |
|
|
1,703,134 |
|
|
$ |
1.57 |
|
|
|
1,703,134 |
|
|
$ |
122,475,176.45 |
|
|
September 1-30, 2026 |
|
|
5,319,395 |
|
|
$ |
1.57 |
|
|
|
5,319,395 |
|
|
$ |
114,137,635.76 |
|
|
Total |
|
|
7,022,529 |
|
|
$ |
1.57 |
|
|
|
7,022,529 |
|
|
|
|
|
|
In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. All repurchases made during the three months ended September 30, 2026 were made pursuant to the $150 million Repurchase Plan.
39
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, no director or officer of the Company
40
ITEM 6. Exhibits
The exhibits filed with or incorporated into this Quarterly Report are listed below.
Exhibit |
|
Description |
10.1 |
|
Confidential Settlement Agreement and Release, dated October 19, 2026, between Dimension, Ltd. and Murchinson Ltd. |
|
|
|
10.2 |
|
Settlement Agreement, dated July 17, 2026, by and among Nano Dimension Ltd., and Murchinson Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2026). |
|
|
|
31.1* |
|
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith. |
|
|
|
31.2* |
|
Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith. |
|
|
|
32.1*+ |
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, furnished herewith. |
|
|
|
32.2*+ |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith. |
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases document |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.
+ This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
41
SIGNATURES
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.
|
Nano Dimension Ltd. |
|
|
|
|
Date: November 5, 2026 |
By: |
/s/ Moshe Rozenbaum
|
|
|
Moshe Rozenbaum |
|
|
Chief Executive Officer (Principal Executive Officer) |
|
|
|
Date: November 5, 2026 |
By: |
/s/ John Brenton |
|
|
John Brenton |
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
42