Nano Dimension SEC Filings

NNDM insider reported resale of American Depositary Shares (ADS) via Form 144/A, primarily sales to cover tax withholding from vested restricted stock units. The filing lists an ADS quantity of 405,092 described as shares underlying RSUs that vested 09/08/2025. It shows sales of 136,208 ADS for $272,375.14 on 02/23/2026 and 22,699 ADS for $37,550.96 on 03/23/2026.

Nano Dimension Ltd. is updating investors on its ongoing strategic alternatives review. The company has hired Guggenheim Securities to help evaluate and execute opportunities to monetize its product lines, and Houlihan Lokey to assess alternatives related to its financial resources and public company platform.

Potential paths include a strategic merger, a reverse merger, or other strategic transactions aimed at maximizing shareholder value in 2026 and beyond. The company has identified multiple potential counterparties and is actively discussing a range of transaction structures. On April 6, 2026, it announced the sale of its additively manufactured electronics (AME) and Fabrica product lines to Inspira Technologies OXY B.H.N. Ltd. as an initial monetization step, and it plans to continue updating investors as the review progresses.

NNDM reported insider sales of American Depositary Shares in a Form 144 filing. The filing shows David Stehlin sold 136,208 ADS on 02/23/2026 for $272,375.14 and 22,699 ADS on 03/23/2026 for $37,550.96. The filing also lists 405,092 Restricted Stock Units dated 09/08/2025 as securities to be sold by the issuer.

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.

Nano Dimension Ltd. outlines a major strategic shift toward core additive manufacturing and electronics solutions while reporting a 2025 net loss of $293.4 million. The company acquired Desktop Metal for about $179.3 million and Markforged for about $115 million, then deconsolidated Desktop Metal after its Chapter 11 bankruptcy.

Management and board control changed following activist-driven disputes, and Nano Dimension transitioned from a foreign private issuer to a U.S. domestic issuer as of January 1, 2026. The business now focuses on higher-margin product lines such as DragonFly AME, Essemtec SMT, GIS inkjet systems and Markforged FFF and binder jetting solutions, supported by 468 employees and a portfolio of about 383 patents.

Nano Dimension Ltd. reported strong top-line growth for 2025 but remained unprofitable. Full-year 2025 revenue reached $102.4 million, up 77.3% from $57.8 million, helped by the Markforged acquisition. Fourth-quarter revenue was $35.3 million, a 142.4% increase year-over-year.

GAAP gross margin for 2025 was 33.5%, down from 43.1%, while non-GAAP adjusted gross margin improved to 46.9%. Adjusted EBITDA loss narrowed to $53.2 million from a $63.6 million loss. Net loss from continuing operations was $100.4 million, and net loss from discontinued operations, mainly related to Desktop Metal, was $193.3 million.

The company ended 2025 with $206.4 million in cash, cash equivalents and restricted cash and total cash, deposits and marketable equity securities of $459.6 million as of December 31, 2025. Non-GAAP operating expenses fell to $27.3 million in the fourth quarter, more than 16% below the prior baseline, reflecting cost-reduction efforts.

For 2026, Nano Dimension guides for revenue of $130–$140 million, non-GAAP gross margin of 46–48%, non-GAAP operating expenses of $106–$111 million and an adjusted EBITDA loss of $40–$50 million. The board’s strategic alternatives review continues, with a series of actions to define the company’s path forward expected in the second quarter of 2026.

NNDM filed a Form 144 reporting proposed sales of securities, including 347,221 Restricted Stock Units dated 09/08/2025. The filing also lists a prior reported sale of 136,208 Ordinary shares on 02/23/2026 by David Stehlin with a reported value of 272,375.14.

Nano Dimension Ltd. notifies the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and will use the 15‑day extension under Rule 12b-25.

The company says it ceased qualifying as a foreign private issuer effective January 1, 2026, shortening its filing window to 75 days. The Company cites the April 2025 acquisitions of Desktop Metal, Inc. and Markforged Holding Corporation, integration of different financial systems, resource limitations, and the need to complete acquisition-related disclosures and internal control documentation. Management provides preliminary, unaudited results: fourth quarter 2025 revenue of $35.3 million, full-year 2025 revenue of $102.4 million, net loss from continuing operations of $101.2 million, and total cash, cash equivalents, deposits and investable securities of $457.8 million as of December 31, 2025. The Company reports a material weakness in internal control over financial reporting related to accounting for business combinations and expects to conclude it did not maintain effective disclosure controls and procedures for 2025.