Nano Dimension (NNDM) offloads AME, Fabrica lines and cuts cash burn

Rhea-AI Filing Summary

Nano Dimension Ltd. has agreed to sell its additively manufactured electronics (AME) and previously discontinued Fabrica product lines to Inspira Technologies OXY B.H.N. Ltd. for total consideration of up to $12.5 million, subject to customary regulatory approvals. The structure includes a $2.0 million upfront cash payment and up to $10.5 million in deferred payments based on the product lines’ performance over the next twelve months.

The company expects the divestiture to reduce its annualized cash burn by about $10 million, strengthen liquidity and financial flexibility, and simplify operations as part of its ongoing strategic alternatives review process to maximize shareholder value. Management determined these product lines no longer fit its go-forward priorities and plans to update 2026 financial guidance on its first quarter 2026 earnings call.

Positive

• Monetization of non-core assets: Sale of the AME and Fabrica product lines to Inspira Technologies for total consideration of up to $12.5 million, including $2.0 million in upfront cash.
• Meaningful cost reduction: Expected decrease in annualized cash burn of approximately $10 million, supporting improved liquidity and financial flexibility while focusing resources on higher-priority strategic initiatives.

Negative

• None.

Insights

Equity analyst

Sale monetizes non-core assets and targets a meaningful cut in cash burn.

Nano Dimension is selling its AME and Fabrica product lines to Inspira Technologies for consideration of up to $12.5 million, combining a $2.0 million upfront cash payment with up to $10.5 million in performance-based deferred payments over the next twelve months. Inspira assumes operational control immediately, while closing remains subject to customary regulatory approvals.

The company expects this move to reduce annualized cash burn by about $10 million, which is a substantial cost improvement for a cash-using business, and to enhance liquidity and financial flexibility. Management and the board concluded these product lines were not aligned with go-forward priorities, framing the transaction as portfolio pruning within an ongoing strategic alternatives review intended to maximize shareholder value.

The deferred structure means actual value realization will depend on how the divested product lines perform under Inspira’s ownership. Investors can look to the company’s first quarter 2026 earnings call, when updated 2026 financial guidance is expected, for a clearer view of how this divestiture reshapes revenue mix and expense levels.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total transaction consideration: $12.5 million Upfront cash payment: $2.0 million Deferred payments: Up to $10.5 million +1 more

4 metrics

Total transaction consideration $12.5 million Maximum consideration for sale of AME and Fabrica product lines

Upfront cash payment $2.0 million Cash paid at closing by Inspira Technologies

Deferred payments Up to $10.5 million Performance-based over the next twelve months

Annualized cash burn reduction Approximately $10 million Expected decrease in Nano Dimension’s annualized cash burn

Key Terms

additively manufactured electronics (AME), strategic alternatives review process, annualized cash burn, deferred payments, +2 more

6 terms

additively manufactured electronics (AME) technical

"the sale of its additively manufactured electronics (AME) product line and its previously discontinued Fabrica"

strategic alternatives review process financial

"advances its previously announced strategic alternatives review process to maximize shareholder value"

A strategic alternatives review process is a formal examination by a company's board and advisors of options for changing the business—such as selling all or part of the company, merging, spinning off units, restructuring debt, or staying the course. For investors it signals management is exploring ways to unlock value or reduce risk; outcomes can create big upside if a sale or breakup brings a premium, or short-term uncertainty while decisions are underway, much like a homeowner weighing sell, renovate, or rent choices.

annualized cash burn financial

"The Company expects this transaction to reduce annualized cash burn by approximately $10 million"

deferred payments financial

"up to $10.5 million of deferred payments tied to the future performance of the product lines"

customary regulatory approvals regulatory

"Completion of the transaction remains subject only to the receipt of customary regulatory approvals"

financial guidance financial

"Company to Update 2026 Financial Guidance on First Quarter 2026 Earnings Call"

Financial guidance is the information that a company provides about its expected future financial performance, such as sales, profits, or expenses. It helps investors understand what the company aims to achieve and plan their decisions accordingly, much like a forecast or a roadmap that indicates the company's future direction. This guidance influences investor confidence and decision-making, as it offers insight into the company's outlook and growth expectations.

Understanding 8-K Material Events →

0001643303false0001643303nndm:RightsToPurchaseAmericanDepositarySharesMember2026-04-062026-04-0600016433032026-04-062026-04-060001643303nndm:AmericanDepositarySharesMember2026-04-062026-04-06

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): April 6, 2026

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)

State of Israel

(State or Other Jurisdiction

of Incorporation)

001-37600		52-0029109
(Commission File Number)		(I.R.S. Employer Identification No.)

60 Tower Road Waltham, MA		02451
(Address of Principal Executive Offices)		(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ 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:

Title of Each Class:		Trading Symbol:		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)		NNDM		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		NNDM		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. ¨

Item 8.01. Other Information.

On April 6, 2026, Nano Dimension Ltd. issued a press release titled “Nano Dimension Announces the Sale of AME and Fabrica Product Lines,” a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1*		Press Release issued by the registrant on April 6, 2026, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith

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 hereunto duly authorized.

				Nano Dimension Ltd. (Registrant)
Date: April 6, 2026				By:		/s/ John Brenton
						John Brenton
						Chief Financial Officer

Exhibit 99.1

Nano Dimension Announces the Sale of AME and Fabrica Product Lines

Advances Strategic Alternatives Process Intended to Maximize Shareholder Value

Expected to Reduce Annualized Cash Burn by $10 Million

Company to Update 2026 Financial Guidance on First Quarter 2026 Earnings Call

WALTHAM, MASSACHUSETTS -- April 6, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”) today announced the sale of its additively manufactured electronics (AME) product line and its previously discontinued Fabrica product line to Inspira Technologies OXY B.H.N. Ltd. (Nasdaq: IINN) (“Inspira”).

The total consideration payable to the Company in connection with the transaction is up to $12.5 million, consisting of a $2.0 million upfront cash payment, and up to $10.5 million of deferred payments tied to the future performance of the product lines over the next twelve months. Inspira has assumed operational control of the product lines effective immediately. Completion of the transaction remains subject only to the receipt of customary regulatory approvals.

The Company believes this transaction represents a key step as it advances its previously announced strategic alternatives review process to maximize shareholder value and reflects Nano’s continued focus on optimizing its cost structure, reducing operating complexity and lowering overall cash burn. Following a thorough review of the Company’s asset base, management and the Board of Directors determined that the AME and Fabrica product lines were not aligned with its go forward priorities. The Company expects this transaction to reduce annualized cash burn by approximately $10 million, to strengthen its liquidity and financial flexibility, and to enable greater focus on key strategic initiatives.

David Stehlin, Chief Executive Officer, commented, “Today’s announcement marks the first of a series of steps to maximize shareholder value and builds on the cost reduction actions initiated in the third quarter of 2025. The sale of the AME and Fabrica product lines will lower our operating costs and cash burn while reinforcing financial flexibility, and the deferred consideration structure allows us to participate in potential upside as the product lines perform under Inspira’s ownership.”

Nano Dimension will continue to evaluate strategic alternatives to further maximize shareholder value and provide updates on its strategic alternatives review process as appropriate. The Company will update its 2026 financial guidance on its first quarter 2026 earnings call.

About Nano Dimension Ltd.

Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension Ltd. (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices. For more information, please visit https://www.nano-di.com/.

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 statements regarding Nano’s future growth, strategic plan and value to shareholders, the expected benefits of the sale of the AME and Fabrica product lines, the reduction in Nano’s annualized cash burn as a result of such sale 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

FAQ

What transaction did Nano Dimension (NNDM) announce regarding its AME and Fabrica product lines?

Nano Dimension agreed to sell its AME and previously discontinued Fabrica product lines to Inspira Technologies. The deal’s total consideration is up to $12.5 million, combining upfront cash and performance-based deferred payments, with Inspira assuming operational control of the lines immediately.

How much will Nano Dimension receive from the sale of AME and Fabrica?

Nano Dimension will receive total consideration of up to $12.5 million. This includes a $2.0 million upfront cash payment and up to $10.5 million in deferred payments tied to the product lines’ performance over the next twelve months following the transaction.

How does the AME and Fabrica sale affect Nano Dimension’s cash burn?

The company expects the sale to reduce its annualized cash burn by approximately $10 million. This lower cash usage is intended to strengthen liquidity, enhance financial flexibility, and support a sharper focus on Nano Dimension’s key strategic priorities going forward.

Why did Nano Dimension decide to sell the AME and Fabrica product lines?

After reviewing its asset base, management and the board concluded the AME and Fabrica product lines were not aligned with Nano Dimension’s go-forward priorities. The sale is positioned as part of a broader strategic alternatives review aimed at maximizing shareholder value and simplifying operations.

What role does this transaction play in Nano Dimension’s strategic alternatives review?

The company describes the sale as a key step in advancing its previously announced strategic alternatives review to maximize shareholder value. It aligns with efforts to optimize the cost structure, reduce operating complexity, and concentrate resources on core strategic initiatives with higher priority.

When will Nano Dimension update its 2026 financial guidance after this divestiture?

Nano Dimension plans to update its 2026 financial guidance on its first quarter 2026 earnings call. That update is expected to reflect the financial impact of selling the AME and Fabrica product lines, including the anticipated reduction in annualized cash burn and any related portfolio changes.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 17.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 50.3 KB