UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2026
NANO DIMENSION LTD.
(Exact name of registrant as specified in its charter)
State of Israel
(State or Other Jurisdiction
of Incorporation)
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001-37600 |
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52-0029109 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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60 Tower Road Waltham, MA |
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02451 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(866) 496-1805
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class: |
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Trading Symbol: |
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Name of Each Exchange on Which Registered: |
American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2) |
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NNDM |
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The Nasdaq Stock Market LLC |
Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share |
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NNDM |
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The Nasdaq Stock Market LLC |
(1) Evidenced by American Depositary Receipts.
(2) Not for trading, but only in connection with the listing of the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
CONTENTS
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Item 2.02. |
Results of Operations and Financial Condition. |
On November 5, 2026, Nano Dimension Ltd. (the “Registrant” or the "Company") issued a press release titled “Nano Dimension Reports Financial Results for the Third Quarter 2026,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The sections titled “Third Quarter 2026 Highlights,” “Third Quarter 2026 Financial Details” and “Forward-Looking Statements” and the GAAP financial statements of Exhibit 99.1 to this Current Report on Form 8-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of Certain Officers
On November 3, 2026, the Board of Directors (the “Board”) of the Company appointed Moshe Rozenbaum, who had been serving as the Company’s Interim Chief Executive Officer since July 21, 2026, to serve as the Company’s permanent Chief Executive Officer, effective as of November 3, 2026 (the “Effective Date”). Mr. Rozenbaum will also continue to serve as a member of the Board of Directors.
(e) Compensatory Arrangements of Certain Officers
In connection with Mr. Rozenbaum’s transition to permanent Chief Executive Officer, the Company and Mr. Rozenbaum entered into an Employment Agreement (the “Agreement”) effective as of November 3, 2026:
•Annual base salary of US$600,000;
•A new-hire equity award of 1,000,000 RSUs, vesting over three years in three equal annual installments (approximately 33.3% on each anniversary of the applicable vesting commencement date), subject to the terms of the applicable equity incentive plan and award agreement. Such award is subject to acceleration(1) in case Mr. Rozenbaum is terminated by the Company without cause, or if Mr. Rozenbaum resigns for good reason (as such terms are defined in his employment agreement);
•If Mr. Rozenbaum’s employment is terminated by the Company without cause, or if Mr. Rozenbaum resigns for good reason, he will be eligible for payment of an amount equal to twelve (12) months of his monthly base salary;
•Eligibility for an annual discretionary cash bonus, with the amount, if any, to be determined by the Board of Directors and compensation committee in accordance with the Company’s Compensation Policy and applicable law; and
•Social and other benefits as required by applicable law and in line with the Company’s practices.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
10.1* |
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Employment Agreement, dated as of November 3, 2026, between Nano Dimension Ltd. and Moshe Rozenbaum. |
99.1 |
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Press Release issued by the registrant on November 5, 2026, furnished herewith. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit may be redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Nano Dimension Reports Financial Results for the Third Quarter 2026
Repurchased Approximately 7.0 Million Ordinary Shares During the Third Quarter of 2026 Under the Company’s Share Repurchase Program
Previously Announced Sale of MarkForged, Inc. to Stratasys Remains Ongoing, with Closing Expected in the Fourth Quarter of 2026
Non-GAAP Operating Expenses Reduced 16.5% Sequentially, Reflecting Continued Progress on Cost Reduction Initiatives
WALTHAM, MASSACHUSETTS -- November 5, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”) today reported financial results for the third quarter ended September 30, 2026.
Third Quarter 2026 Highlights:
•Revenue: $31.9 million, an 18.7% increase from $26.9 million year-over-year
•Gross Margin (“GM”): 45.3%, up from 30.3% year-over-year
•Adjusted Gross Margin (“Adjusted GM”): 47.6%, up from 47.4% year-over-year
•Net Loss from Continuing Operations: $38.7 million, up from a loss of $29.5 million year-over-year
•Adjusted EBITDA Loss from Continuing Operations: $4.8 million, an improvement compared to a loss of $16.6 million year-over-year
•Total cash, cash equivalents, deposits, restricted deposits and marketable equity securities: $396.9 million as of September 30, 2026, compared to $433.3 million as of June 30, 2026
Adjusted EBITDA and Adjusted Gross Margin are non-GAAP financial measures. More information, including a reconciliation of Adjusted EBITDA and Adjusted Gross Margin to the most directly comparable GAAP financial measure can be found below in this press release under “Non-GAAP Financial Measures” and “Reconciliation of US GAAP to Non-GAAP Measures.”
Third Quarter 2026 Financial Details:
Revenue increased 18.7% year-over-year to $31.9 million, driven by continued strength across the Company’s Markforged and Essemtec product lines. Markforged contributed $18.6 million of revenue during the quarter, an increase of $1.1 million compared to the prior-year period. Excluding Markforged, revenue increased 41.6% year-over-year to $13.3 million, primarily reflecting growth in the Essemtec product line, partially offset by a $1.4 million decrease in revenue due to the sale of the AME product line.
Markforged delivered a strong quarter, supported by continued demand across its global markets, particularly in defense and commercial industrial applications. The product line benefited from continued customer engagement and repeat purchases, reflecting ongoing adoption of its advanced manufacturing solutions across a range of industrial applications.
The Essemtec product line contributed solid third quarter results, driven by strong commercial demand and revenue performance. Demand was particularly strong across AI-related electronics manufacturing, aerospace and defense, space and satellite systems, photonics and sensor applications. Essemtec continued to expand its global customer base, supported by increasing adoption of its integrated manufacturing platforms and advanced dispensing technologies.
GAAP gross profit increased 77.3% year-over-year to $14.4 million, while GAAP gross margin improved to 45.3%, compared to 30.3% in the prior-year period. The improvement was primarily driven by the non-recurrence of non-cash charges recognized in the third quarter of 2025, the sale of the AME product line and the continued execution of margin improvement initiatives across the Company, partially offset by increased cost of revenue associated with higher sales volumes.
On a non-GAAP basis, gross profit increased 19.3% year-over-year to $15.2 million, while Adjusted gross margin improved to 47.6%, compared to 47.4% in the prior-year period.
GAAP operating expenses increased 29.4% year-over-year, primarily reflecting the recording of a settlement payable to a related party and estimated contingencies during the third quarter of 2026, as well as higher restructuring and other expenses, including costs associated with the Company terminating the lease for its corporate headquarters. These increases were partially offset by lower personnel related expenses, reflecting organizational efficiencies, operational streamlining and continued cost discipline across the company.
On a non-GAAP basis, operating expenses declined 32.2% year-over-year, 16.5% sequentially to $19.8 million, representing a $3.9 million reduction compared to the second quarter of 2026. This represents a 39.2% reduction relative to the previously identified baseline of approximately $32.5 million. This baseline represents second quarter 2025 non-GAAP operating expenses adjusted to include a full quarter of Markforged. The sequential reduction reflects the impact of the AME product line divestment, corporate cost-savings initiatives, and continued cost discipline across all product lines. This demonstrates ongoing progress in streamlining operations and improving the Company’s overall cost structure.
These cost reduction initiatives, together with improved operating performance, contributed to a 71.2% improvement in Adjusted EBITDA loss compared to the prior-year period.
Management Commentary:
Moshe Rozenbaum, Chief Executive Officer, commented, “The third quarter marked an important turning point for Nano Dimension as we took decisive steps to reshape the Company, strengthen operational performance, and establish a clear path toward sustainable profitability and long-term shareholder value creation. We are moving beyond evaluating our portfolio to taking concrete actions. Our priorities are clear: accelerating profitable growth in our core businesses, aggressively reducing our cost structure, monetizing non-core assets, and deploying capital with discipline and accountability. We are committed to building a leaner, more focused and financially stronger organization. Importantly, strategic capital allocation and returning capital to shareholders are central pillars of our strategy. We have consistently demonstrated this commitment through our active share repurchase program, opportunistically taking advantage of share price levels that we believe significantly undervalue the Company’s underlying assets and long-term potential. We intend to continue deploying capital strategically, with a strong emphasis on maximizing returns for our shareholders.”
Corporate Updates and Business Highlights:
Leadership Update: In November 2026, the Board appointed Moshe Rozenbaum as Chief Executive Officer, effective November 3, 2026 following him serving as Interim Chief Executive Officer since July 21, 2026. Mr. Rozenbaum will continue to work with the Board and management team on operating priorities, cost structure, capital allocation and strategic opportunities.
Share Repurchase: During the third quarter of 2026, the Company repurchased approximately 7.0 million ordinary shares for approximately $11.1 million under its existing $150 million authorization. Subsequent to the end of the quarter, the Company repurchased approximately 5.9 million ordinary shares for approximately $8.6 million.
Strategic Process and Cost Savings: The Board and management team continue to evaluate strategic alternatives for the Company’s product lines, including monetization opportunities, while prioritizing returns of excess capital to shareholders and assessing broader capital allocation priorities.
Sale of MarkForged, Inc: The previously announced $42.5 million sale of MarkForged, Inc. to Stratasys Ltd. remains ongoing, with closing expected in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals. The Company will provide updates as appropriate.
Governance Update: On August 16, 2026, the Company’s Board of Directors appointed Nadav Kidron to the Board. As part of its ongoing strategic review, the Board announced its intention to establish a Strategy and Capital Allocation Committee, to be chaired by Mr. Kidron, to evaluate capital allocation alternatives, potential returns of excess capital to shareholders, monetization of non-core assets and strategic opportunities.
2026 Financial Guidance Update
As previously announced in May 2026, given the Company’s ongoing actions under its strategic plan and the potential for additional changes across the business, the Company has suspended its full year 2026 financial guidance.
Conference Call
Given the Company’s ongoing strategic initiatives, Nano Dimension will not host a third quarter 2026 earnings conference call. Additional information on the Company’s third quarter 2026 results can be found on Form 10-Q being filed with the Securities and Exchange Commission on the date hereof. The Company remains committed to transparent communication and will continue to provide updates on material developments as appropriate.
About Nano Dimension Ltd.
Nano Dimension Ltd. (Nasdaq: NNDM) has historically delivered advanced digital manufacturing technologies, including serving
customers across the defense, aerospace, automotive, electronics and medical device industry segments. For more information, please visit https://www.nano-di.com/.
Non-GAAP Financial Measures
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, 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.
Adjusted gross profit, excluding depreciation and amortization, share-based compensation expenses, and step-up amortization from purchase accounting, is a non-GAAP measure. We believe that adjusted gross profit, as described above, should also be useful in evaluating the performance of our business. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non-cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues.
EBITDA and Adjusted EBITDA, Adjusted gross profit and non-GAAP operating expenses 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.
Nano Dimension does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Nano’s future growth, strategic plan and value to shareholders; the Company’s expectation that the phases of the strategic plan will increase shareholder value, streamline operations, monetize product lines and progress toward potentially selecting a compelling opportunity; the expected timeline of the sale of MarkForged, Inc., the Company’s expectations in the success of future strategic alternatives in reducing complexity, lowering annualized cash burn, strengthening the Company’s financial flexibility and delivering significant long term value creation in 2026 and beyond; and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are
subject to various risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.
Contacts:
Investors: Purva Sanariya
Director, Investor Relations
ir@nano-di.com
Media: Samuel Manning
Principal Manager, External Communications
press@nano-di.com
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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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$ |
314,852 |
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$ |
204,672 |
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Bank deposits |
|
|
— |
|
|
|
168,997 |
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Marketable equity securities |
|
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80,566 |
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|
84,154 |
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Restricted bank deposits |
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1,169 |
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|
123 |
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Trade receivables, net of allowance for credit
losses ($739 and $861, respectively) |
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27,832 |
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26,047 |
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Inventory |
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29,968 |
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32,878 |
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Other current assets |
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12,462 |
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8,938 |
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Total current assets |
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466,849 |
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525,809 |
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Restricted bank deposits |
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270 |
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1,610 |
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Property, plant and equipment, net |
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14,174 |
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24,840 |
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Operating lease right-of-use assets |
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7,915 |
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23,789 |
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Deferred tax assets |
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424 |
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424 |
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Goodwill |
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— |
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40,388 |
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Intangible assets, net |
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16,826 |
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19,434 |
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Other assets |
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1,501 |
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1,930 |
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Total assets |
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$ |
507,959 |
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$ |
638,224 |
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Liabilities and Equity |
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Trade payables |
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$ |
10,292 |
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$ |
11,999 |
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Accrued liabilities |
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23,381 |
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19,514 |
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Deferred revenue |
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11,858 |
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11,873 |
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Current portion of lease liability |
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2,045 |
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8,923 |
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Current portion of bank loan |
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150 |
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158 |
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Current settlement payable - related party |
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14,700 |
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— |
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Total current liabilities |
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62,426 |
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52,467 |
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Employee benefits |
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2,524 |
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3,697 |
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Operating lease liabilities |
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3,068 |
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23,323 |
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Bank loan |
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37 |
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158 |
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Long-term settlement payable |
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3,422 |
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2,974 |
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Long-term deferred revenue |
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3,562 |
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3,617 |
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Total liabilities |
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75,039 |
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86,236 |
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Commitments and contingencies |
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Equity: |
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Share capital of NIS 5 par value each; 500,000,000 ordinary shares
authorized; 204,003,865 and 206,811,875 shares outstanding as of September 30, 2026
and December 31, 2025, respectively, and 283,521,031 and 279,306,522 shares
issued as of September 30, 2026 and December 31, 2025, respectively. |
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424,033 |
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417,084 |
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Additional paid-in capital |
|
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1,295,932 |
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1,297,323 |
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Treasury stock |
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|
(203,581 |
) |
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|
(192,507 |
) |
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Accumulated other comprehensive income |
|
|
2,617 |
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|
|
1,048 |
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Accumulated loss |
|
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(1,086,081 |
) |
|
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(970,960 |
) |
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Total equity |
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432,920 |
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|
|
551,988 |
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Total liabilities and equity |
|
$ |
507,959 |
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|
$ |
638,224 |
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|
NANO DIMENSION LTD. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
(In thousands, except per 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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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 |
|
$ |
26,230 |
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$ |
20,199 |
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$ |
73,142 |
|
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$ |
51,942 |
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Service |
|
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5,685 |
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6,685 |
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17,461 |
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|
|
15,180 |
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Total revenue |
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31,915 |
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26,884 |
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|
90,603 |
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67,122 |
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Cost of revenue: |
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|
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Product |
|
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14,197 |
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|
|
15,187 |
|
|
|
41,605 |
|
|
|
38,678 |
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Service |
|
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3,277 |
|
|
|
3,553 |
|
|
|
9,136 |
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|
|
7,416 |
|
Total cost of revenue |
|
|
17,474 |
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|
18,740 |
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|
|
50,741 |
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|
46,094 |
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Gross profit |
|
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14,441 |
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|
8,144 |
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|
39,862 |
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21,028 |
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Operating expenses: |
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Research and development |
|
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4,914 |
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|
8,530 |
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|
|
18,903 |
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|
|
22,588 |
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Sales and marketing |
|
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7,882 |
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|
|
10,097 |
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|
|
25,979 |
|
|
|
25,648 |
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General and administrative |
|
|
33,620 |
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|
|
14,210 |
|
|
|
61,741 |
|
|
|
41,985 |
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Restructuring and other |
|
|
5,815 |
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|
|
2,021 |
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|
|
15,706 |
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|
7,049 |
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Desktop Metal litigation |
|
|
— |
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|
693 |
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|
— |
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|
|
32,008 |
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Impairment losses |
|
|
1,190 |
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|
|
5,721 |
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41,578 |
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|
8,406 |
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Operating loss |
|
|
(38,980 |
) |
|
|
(33,128 |
) |
|
|
(124,045 |
) |
|
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(116,656 |
) |
Gain (loss) on investment in marketable equity securities |
|
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(2,424 |
) |
|
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(2,617 |
) |
|
|
(3,587 |
) |
|
|
22,396 |
|
Other expense, net |
|
|
(167 |
) |
|
|
(150 |
) |
|
|
(175 |
) |
|
|
(206 |
) |
Finance income |
|
|
3,137 |
|
|
|
6,674 |
|
|
|
13,550 |
|
|
|
28,697 |
|
Finance expense |
|
|
(245 |
) |
|
|
(258 |
) |
|
|
(738 |
) |
|
|
(521 |
) |
Loss before income taxes |
|
|
(38,679 |
) |
|
|
(29,479 |
) |
|
|
(114,995 |
) |
|
|
(66,290 |
) |
Income tax expense (benefit) |
|
|
(24 |
) |
|
|
24 |
|
|
|
126 |
|
|
|
123 |
|
Net loss from continuing operations |
|
|
(38,655 |
) |
|
|
(29,503 |
) |
|
|
(115,121 |
) |
|
|
(66,413 |
) |
Net loss from discontinued operations, net of income tax of nil |
|
|
— |
|
|
|
(23,502 |
) |
|
|
— |
|
|
|
(193,263 |
) |
Net loss |
|
|
(38,655 |
) |
|
|
(53,005 |
) |
|
|
(115,121 |
) |
|
|
(259,676 |
) |
Less: Net loss attributable to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(323 |
) |
Net loss attributable to common shareholders |
|
$ |
(38,655 |
) |
|
$ |
(53,005 |
) |
|
$ |
(115,121 |
) |
|
$ |
(259,353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations - basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.13 |
) |
|
$ |
(0.55 |
) |
|
$ |
(0.30 |
) |
Discontinued operations - basic and diluted |
|
$ |
— |
|
|
$ |
(0.11 |
) |
|
$ |
— |
|
|
$ |
(0.89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted |
|
|
209,408 |
|
|
|
218,854 |
|
|
|
208,919 |
|
|
|
217,663 |
|
Net loss |
|
$ |
(38,655 |
) |
|
$ |
(53,005 |
) |
|
$ |
(115,121 |
) |
|
$ |
(259,676 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
548 |
|
|
|
(107 |
) |
|
|
915 |
|
|
|
1,571 |
|
Remeasurement of pension and post-employment benefit plans, net of tax |
|
|
— |
|
|
|
— |
|
|
|
654 |
|
|
|
— |
|
Comprehensive loss |
|
|
(38,107 |
) |
|
|
(53,112 |
) |
|
|
(113,552 |
) |
|
|
(258,105 |
) |
Less: Comprehensive loss attributable to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(224 |
) |
Comprehensive loss attributable to common shareholders |
|
$ |
(38,107 |
) |
|
$ |
(53,112 |
) |
|
$ |
(113,552 |
) |
|
$ |
(257,881 |
) |
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 |
|
$ |
(115,121 |
) |
|
$ |
(66,413 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
Depreciation, amortization and non-cash lease interest |
|
|
10,730 |
|
|
|
15,052 |
|
|
Impairment losses |
|
|
41,578 |
|
|
|
8,406 |
|
|
Changes in fair value of equity securities |
|
|
3,588 |
|
|
|
(22,396 |
) |
|
Loss from deconsolidation of subsidiaries |
|
|
— |
|
|
|
1,666 |
|
|
Loss from sale of business assets |
|
|
1,314 |
|
|
|
— |
|
|
Share-based compensation expense |
|
|
4,409 |
|
|
|
3,018 |
|
|
Share-based settlement payment |
|
|
1,215 |
|
|
|
— |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
(Increase) decrease in inventory |
|
|
(2,743 |
) |
|
|
3,418 |
|
|
(Increase) in other current assets |
|
|
(493 |
) |
|
|
(602 |
) |
|
(Increase) decrease in trade receivables |
|
|
(2,431 |
) |
|
|
2,171 |
|
|
Increase (decrease) in other payables |
|
|
8,437 |
|
|
|
(9,324 |
) |
|
(Decrease) in employee benefits |
|
|
(619 |
) |
|
|
(508 |
) |
|
(Decrease) increase in trade payables |
|
|
(1,604 |
) |
|
|
6,255 |
|
|
Other |
|
|
(3,342 |
) |
|
|
723 |
|
|
Net cash used in operating activities |
|
|
(55,082 |
) |
|
|
(58,534 |
) |
|
Cash flow relating to investing activities |
|
|
|
|
|
|
|
Change in bank deposits |
|
|
168,756 |
|
|
|
333,799 |
|
|
Purchase of property plant and equipment |
|
|
(592 |
) |
|
|
(672 |
) |
|
Acquisition of subsidiaries, net of cash acquired |
|
|
— |
|
|
|
(267,806 |
) |
|
Deconsolidation of subsidiaries |
|
|
— |
|
|
|
(476 |
) |
|
Proceeds from sale of AME assets |
|
|
2,000 |
|
|
|
— |
|
|
Net cash provided by (used in) investing activities |
|
|
170,164 |
|
|
|
64,845 |
|
|
Cash flow relating to financing activities |
|
|
|
|
|
|
|
Repayment long-term bank debt |
|
|
(119 |
) |
|
|
(111 |
) |
|
Repurchase of treasury shares |
|
|
(11,074 |
) |
|
|
(5,050 |
) |
|
Net cash used in financing activities |
|
|
(11,193 |
) |
|
|
(5,161 |
) |
|
Cash flow relating to discontinued operations |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
— |
|
|
|
(31,945 |
) |
|
Net cash used in investing activities |
|
|
— |
|
|
|
(437 |
) |
|
Net cash provided by financing activities |
|
|
— |
|
|
|
10,009 |
|
|
Net cash used in discontinued operations |
|
|
— |
|
|
|
(22,373 |
) |
|
Increase (decrease) in cash, cash equivalents and restricted cash |
|
|
103,889 |
|
|
|
(21,223 |
) |
|
Effect of exchange rate fluctuations on cash |
|
|
5,997 |
|
|
|
3,821 |
|
|
Cash, cash equivalents and restricted cash at beginning of the period |
|
|
206,405 |
|
|
|
318,474 |
|
|
Cash, cash equivalents and restricted cash at end of the period |
|
$ |
316,291 |
|
|
$ |
301,072 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
314,852 |
|
|
|
299,357 |
|
|
Restricted cash in restricted deposits, current |
|
|
1,169 |
|
|
|
60 |
|
|
Restricted cash in restricted deposits, non-current |
|
|
270 |
|
|
|
1,655 |
|
|
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows |
|
$ |
316,291 |
|
|
$ |
301,072 |
|
|
|
|
|
|
|
|
|
|
Non-cash operating and investing activity |
|
|
|
|
|
|
|
Lease liabilities arising from obtaining right-of-use assets |
|
|
— |
|
|
|
1,167 |
|
|
Non-cash investing and financing activity |
|
|
|
|
|
|
|
Share issuance as part of settlement |
|
|
1,215 |
|
|
|
— |
|
|
Fair value of contingent consideration (earnout) received in connection with sale of business assets |
|
|
2,933 |
|
|
|
— |
|
|
Acquisition replacement awards for pre-combination service |
|
|
— |
|
|
|
2,054 |
|
|
Repurchase of treasury shares in trade payables |
|
|
— |
|
|
|
563 |
|
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
Income taxes paid during the period |
|
|
— |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NANO DIMENSION LTD. |
|
RECONCILIATION OF US GAAP TO NON-GAAP MEASURES |
|
(In thousands) (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Net loss from continuing operations |
|
$ |
(38,655 |
) |
|
$ |
(29,503 |
) |
|
$ |
(115,121 |
) |
|
$ |
(66,413 |
) |
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 |
) |
Non-GAAP EBITDA (loss) |
|
|
(37,109 |
) |
|
|
(31,599 |
) |
|
|
(116,303 |
) |
|
|
(80,969 |
) |
Finance expenses (income) 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 |
|
|
|
— |
|
Non-GAAP Adjusted EBITDA from continuing operations |
|
$ |
(4,773 |
) |
|
$ |
(16,577 |
) |
|
$ |
(26,889 |
) |
|
$ |
(43,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Cost of Revenue |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Cost of revenue |
|
$ |
17,473 |
|
|
$ |
18,740 |
|
|
$ |
50,740 |
|
|
$ |
46,094 |
|
Share-based payments expense |
|
|
51 |
|
|
|
171 |
|
|
|
314 |
|
|
|
497 |
|
Depreciation and amortization |
|
|
707 |
|
|
|
822 |
|
|
|
2,175 |
|
|
|
1,544 |
|
Acquisition inventory step-up amortization |
|
|
— |
|
|
|
3,603 |
|
|
|
616 |
|
|
|
7,452 |
|
Non-GAAP Cost of revenue |
|
$ |
16,715 |
|
|
$ |
14,144 |
|
|
$ |
47,635 |
|
|
$ |
36,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Gross Profit |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Gross profit |
|
$ |
14,442 |
|
|
$ |
8,144 |
|
|
$ |
39,863 |
|
|
$ |
21,028 |
|
Share-based payments expense |
|
|
51 |
|
|
|
171 |
|
|
|
314 |
|
|
|
497 |
|
Depreciation and amortization |
|
|
707 |
|
|
|
822 |
|
|
|
2,175 |
|
|
|
1,544 |
|
Acquisition inventory step-up amortization |
|
|
— |
|
|
|
3,603 |
|
|
|
616 |
|
|
|
7,452 |
|
Non-GAAP Gross profit |
|
$ |
15,200 |
|
|
$ |
12,740 |
|
|
$ |
42,968 |
|
|
$ |
30,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Gross Margin |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Gross margin |
|
|
45.3 |
% |
|
|
30.3 |
% |
|
|
44.0 |
% |
|
|
31.3 |
% |
Share-based payments expense |
|
|
0.2 |
% |
|
|
0.6 |
% |
|
|
0.3 |
% |
|
|
0.7 |
% |
Depreciation and amortization |
|
|
2.1 |
% |
|
|
3.1 |
% |
|
|
2.4 |
% |
|
|
2.4 |
% |
Acquisition inventory step-up amortization |
|
|
0.0 |
% |
|
|
13.4 |
% |
|
|
0.7 |
% |
|
|
11.1 |
% |
Non-GAAP Gross margin |
|
|
47.6 |
% |
|
|
47.4 |
% |
|
|
47.4 |
% |
|
|
45.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Research and Development Expenses |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Research and development expenses |
|
$ |
4,914 |
|
|
$ |
8,530 |
|
|
$ |
18,903 |
|
|
$ |
22,588 |
|
Share-based payments expense |
|
|
152 |
|
|
|
541 |
|
|
|
584 |
|
|
|
1,254 |
|
Depreciation and amortization |
|
|
436 |
|
|
|
434 |
|
|
|
1,090 |
|
|
|
1,008 |
|
Non-GAAP Research and development expenses |
|
$ |
4,326 |
|
|
$ |
7,555 |
|
|
$ |
17,229 |
|
|
$ |
20,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Sales and Marketing Expenses |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Sales and marketing expenses |
|
$ |
7,882 |
|
|
$ |
10,097 |
|
|
$ |
25,979 |
|
|
$ |
25,648 |
|
Share-based payments expense |
|
|
107 |
|
|
|
140 |
|
|
|
426 |
|
|
|
688 |
|
Depreciation and amortization |
|
|
293 |
|
|
|
816 |
|
|
|
1,572 |
|
|
|
1,452 |
|
Non-GAAP Sales and marketing expenses |
|
$ |
7,482 |
|
|
$ |
9,141 |
|
|
$ |
23,981 |
|
|
$ |
23,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP General and Administrative Expenses |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP General and administrative expenses |
|
$ |
33,620 |
|
|
$ |
14,210 |
|
|
$ |
61,741 |
|
|
$ |
41,985 |
|
Share-based payments expense |
|
|
301 |
|
|
|
521 |
|
|
|
3,085 |
|
|
|
579 |
|
Depreciation and amortization |
|
|
3,215 |
|
|
|
444 |
|
|
|
3,950 |
|
|
|
1,022 |
|
Desktop Metal and Markforged transaction related expenses |
|
|
— |
|
|
|
770 |
|
|
|
614 |
|
|
|
10,591 |
|
Litigation, settlements, and contingencies |
|
|
22,135 |
|
|
|
— |
|
|
|
25,702 |
|
|
|
— |
|
Non-GAAP General and administrative expenses |
|
$ |
7,969 |
|
|
$ |
12,475 |
|
|
$ |
28,390 |
|
|
$ |
29,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
Non-GAAP Operating Loss |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
GAAP Operating loss |
|
$ |
(38,979 |
) |
|
$ |
(33,128 |
) |
|
$ |
(124,044 |
) |
|
$ |
(116,656 |
) |
Share-based payments expense |
|
|
611 |
|
|
|
1,373 |
|
|
|
4,409 |
|
|
|
3,018 |
|
Depreciation and amortization |
|
|
4,651 |
|
|
|
2,516 |
|
|
|
8,787 |
|
|
|
5,026 |
|
Desktop Metal litigation related expenses |
|
|
— |
|
|
|
693 |
|
|
|
— |
|
|
|
32,008 |
|
Desktop Metal and Markforged transaction related expenses |
|
|
— |
|
|
|
770 |
|
|
|
614 |
|
|
|
10,591 |
|
Restructuring costs 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 |
|
|
|
— |
|
Non-GAAP Operating loss |
|
$ |
(4,577 |
) |
|
$ |
(16,431 |
) |
|
$ |
(26,632 |
) |
|
$ |
(43,106 |
) |
