Nano Dimension Ltd. filings document results of operations, ADS-related governance, portfolio actions, and public-company reporting matters for an Israel-incorporated digital manufacturing issuer listed on Nasdaq. Recent Form 8-K reports furnish financial results, product-line monetization announcements, strategic alternatives disclosures, and updates tied to the company's manufacturing technology portfolio.
The filing record also includes a Form 12b-25 notice related to the timing of the company's Form 10-K and disclosures about internal control over financial reporting, as well as an 8-K describing a limited-duration shareholder rights agreement for ADS holders. Earlier foreign-issuer materials on Form 6-K include shareholder communications and proxy-related materials.
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.
Nano Dimension Ltd. reported a sale of 136,208 American Depositary Shares on 02/24/2026. The shares represent underlying restricted stock units that vested and were sold to cover tax withholdings. The transaction was processed through CIBC Oppenheimer and involved shares listed on NASDAQ.
Oramed Pharmaceuticals Inc., a Delaware corporation, filed Amendment No. 1 to its Schedule 13D regarding Nano Dimension Ltd. Ordinary Shares. Oramed reports beneficial ownership of 10,942,087 Ordinary Shares, representing 5.2% of the class, based on 210,334,767 shares outstanding as of October 14, 2025.
On February 17 and 18, 2026, Oramed purchased an additional 1,425,000 Ordinary Shares in open market transactions for an aggregate of approximately $2,800,500, using general working capital. On February 19, 2026, Oramed sent a response letter to an affiliate of Nano Dimension, reiterating dissatisfaction with the issuer’s management and stating an intent to further engage on performance, strategic direction, shareholder value and governance.
Nano Dimension Ltd. adopted a shareholder rights plan designed to protect holders of its American Depositary Shares. The company entered into a Rights Agreement with The Bank of New York Mellon, issuing one special purchase right for each ADS outstanding at the close of business on February 13, 2026.
Each Right lets its holder buy one ADS from the company at a purchase price of $0.01 per ADS if any person or group becomes an “Acquiring Person” by beneficially owning 9.99% or more of the company’s ordinary shares, subject to detailed exceptions. Rights held by an Acquiring Person or its affiliates are void.
The Board can redeem all Rights for no consideration before anyone becomes an Acquiring Person, or later exchange exercisable Rights for ADSs at a fixed ratio, subject to limits. The Rights expire on February 1, 2027. The Board states the plan is intended to give it time to evaluate any attempt to gain significant influence and to encourage negotiations it deems in the company’s best interests.
Oramed Pharmaceuticals Inc. and its CEO Nadav Kidron filed a Schedule 13D reporting beneficial ownership of 10,549,430 Nano Dimension ordinary shares, equal to 5.0% of the class based on 210,334,767 shares outstanding as of October 14, 2025.
They invested approximately $18,247,072 to build this position, with most shares held by Oramed and 135,700 shares held personally by Mr. Kidron. The filers state they have been, and expect to continue, discussing Nano Dimension’s performance, financing options, strategy, governance, and board composition with management, directors and other shareholders, and may propose changes, pursue additional share purchases or sales, hedging transactions, or potential corporate actions depending on future circumstances.
Nano Dimension Ltd. filed a current report to share that it has issued a press release with select preliminary financial results for its fiscal fourth quarter ended December 31, 2025. The company is providing an early view of its recent operating performance, but the detailed figures appear in the accompanying press release rather than in the body of the report.
The press release is attached as Exhibit 99.1 and is treated as “furnished,” not “filed,” which means it is not subject to certain liability provisions of U.S. securities laws and is not automatically incorporated into other registration statements or reports unless specifically referenced. This filing is primarily a disclosure mechanism to make those preliminary results broadly available to the market.
Nano Dimension Ltd. (NNDM) submitted a Form 6-K as a foreign private issuer to furnish a shareholder letter dated November 20, 2025. The letter, filed as Exhibit 99.1, accompanies proxy materials that were previously furnished on October 21, 2025. This Form 6-K is also incorporated by reference into Nano Dimension’s existing registration statements on Form F-3 and Form S-8, so it becomes part of those offering documents from the submission date.