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Nano Dimension Ltd. changed its independent registered public accounting firm, appointing KPMG LLP effective August 19, 2025, following the move of its principal executive offices to the U.S. KPMG LLP succeeds Somekh Chaikin, a member firm of KPMG International.
The prior auditor’s reports on the company’s financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinion, disclaimer, or qualifications regarding uncertainty, scope, or accounting principles. The company states there were no disagreements or reportable events with Somekh Chaikin during those periods and through mid‑August 2025.
Nano Dimension furnished this change to the SEC with a confirming letter from Somekh Chaikin as an exhibit and plans to use this report to satisfy its auditor change disclosure requirements under Item 16F of Form 20-F and to incorporate it by reference into several existing F‑3 and S‑8 registration statements.
Nano Dimension Ltd. reports that on August 19, 2025 it changed its accounting method from International Financial Reporting Standards to U.S. generally accepted accounting principles, effective January 1, 2025. To reflect this change, the company re-issued its consolidated financial statements for the year ended December 31, 2024 using U.S. GAAP.
The updated 2024 financial statements, together with a revised Operating and Financial Review and Prospects and the consent of the independent registered accounting firm, are attached to this report and replace the corresponding sections in the company’s previously filed annual report on Form 20-F.
Schedule 13D/A Amendment No. 5 discloses that a group of related entities and individuals led by Anson Funds Management LP now beneficially owns 16,361,433 ordinary shares of Nano Dimension Ltd. ("NNDM"), represented by the same number of American Depositary Shares (ADSs). This stake represents 7.5 % of the company’s 217,283,476 shares outstanding as reported on 30 April 2025.
The reporting group comprises Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and principals Tony Moore, Amin Nathoo and Moez Kassam. The investors state that approximately US $25.36 million of fund working capital was used to accumulate the position.
Derivative exposure. Item 6 reveals that the funds have entered into cash-settled swap agreements providing short economic exposure to 4,247,231 ADSs, equivalent to a notional 1.95 % of outstanding shares. These swaps confer no voting or dispositive power over the referenced shares.
Voting & dispositive power. The group reports zero sole voting/dispositive power and shared voting and dispositive power over all 16.36 million shares, indicating coordinated control.
- Date triggering filing: 26 Jun 2025
- Filing date / signatures: 03 Jul 2025
- Filing purpose: Restates Items 3 and 5, supplements Item 6 of the original Schedule 13D filed 10 Mar 2023.
This amendment mainly updates ownership totals, funding source, and disclosure of new short derivative positions. No other contracts or arrangements with respect to NNDM securities are reported.
Form 144 Notice filed by Nano Dimension Ltd (NASDAQ: NNDM) on June 28, 2025, regarding a proposed sale of securities by Officer Zvi Peled. The filing details the following key information:
- Proposed sale of 38,542 ordinary shares with aggregate market value of $55,500.48
- Shares were originally acquired through Employee Stock Option Plan on May 28, 2020
- Sale to be executed through Oppenheimer & Co. Inc. on NASDAQ
- Total shares outstanding: 215,776,705
- Recent prior sale: 12,676 shares sold on June 25, 2025, for gross proceeds of $17,999.92
The filing includes standard Rule 144 representations that the seller has no knowledge of undisclosed material adverse information regarding the company's operations. Payment for the original acquisition will be made in cash upon exercise of options.
Nano Dimension has filed a Form 144 notice for a proposed sale of securities, indicating an insider's intent to sell company shares. The filing details plans to sell 12,676 ordinary shares with an aggregate market value of $17,999.92 through broker Oppenheimer & Co.
Key transaction details:
- Shares were originally acquired through an Employee Stock Option Plan on May 28, 2020
- Planned execution date: June 25, 2025
- Trading venue: NASDAQ
- Payment method: Cash upon exercise
- Total shares outstanding: 215,776,705
The filing indicates no other securities were sold by the same person during the past 3 months. This Form 144 represents approximately 0.006% of total shares outstanding, suggesting a relatively minor insider transaction.