Nano Dimension Ltd. (NASDAQ: NNDM) sees Oramed stake drop to 3.3%

Rhea-AI Filing Summary

Oramed Pharmaceuticals Inc., a Delaware corporation, updated its Schedule 13D regarding Nano Dimension Ltd. ordinary shares. Oramed now beneficially owns 6,879,708 shares with sole voting and dispositive power, representing 3.3% of the class, based on 210,506,899 shares outstanding as of June 23, 2026.

On July 20, 2026, Oramed executed a block sale of 8,200,000 Nano Dimension shares at $1.55 per share and spent approximately $1,258,000 to purchase call options referencing an aggregate of 8,200,000 shares. It also bought call options over 1,350,000 shares at $1.50 expiring August 21, 2026, and 6,850,000 shares at $2.00 expiring November 20, 2026, and sold put options over 8,200,000 shares in total. Oramed reports that it ceased to beneficially own more than five percent of the outstanding shares on July 20, 2026 and is no longer party to any options contracts on Nano Dimension shares.

Key Figures

Beneficial ownership: 6,879,708 Ordinary Shares Ownership percentage: 3.3% Shares outstanding: 210,506,899 Ordinary Shares +5 more

8 metrics

Beneficial ownership 6,879,708 Ordinary Shares Shares beneficially owned by Oramed with sole voting and dispositive power

Ownership percentage 3.3% Percentage of Nano Dimension ordinary shares beneficially owned by Oramed

Shares outstanding 210,506,899 Ordinary Shares Nano Dimension shares outstanding as of June 23, 2026, per Schedule 14A

Block sale size 8,200,000 shares at $1.55 per share Ordinary shares sold by Oramed on July 20, 2026 in a block sale

Call option spend $1,258,000 Approximate aggregate amount spent on call options referencing 8,200,000 shares

Call options (Aug 21, 2026) 1,350,000 shares at $1.50 strike Call options bought by Oramed expiring August 21, 2026

Call options (Nov 20, 2026) 6,850,000 shares at $2.00 strike Call options bought by Oramed expiring November 20, 2026

Put option proceeds $44,999 and $102,998 Approximate aggregates from selling puts on 4,500,000 and 3,700,000 shares

Key Terms

beneficially owned, sole dispositive power, block sale, call options, +2 more

6 terms

beneficially owned financial

"The aggregate number and percentage of the class of securities ... beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"Number of Shares Beneficially Owned ... Sole Dispositive Power 6,879,708.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

block sale financial

"On July 20, 2026, pursuant to a block sale, the Reporting Person sold 8,200,000 Ordinary Shares"

A block sale is a single large transaction in which a big shareholder or investor sells a substantial number of a company's shares at once, often arranged privately to avoid pushing the market price up or down. It matters to investors because such a concentrated sale can change who controls or influences a company, temporarily affect the stock’s price and liquidity, and may signal how large holders view the company’s outlook — like one person unloading a truckload of goods can move the local market.

call options financial

"purchased call options referencing an aggregate of 8,200,000 Ordinary Shares"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.

put options financial

"sold put options for an aggregate of approximately $44,999 ... referencing an aggregate of 4,500,000 Ordinary Shares"

A put option is a financial contract that gives the holder the right to sell a specific asset at a predetermined price within a set period. Investors use put options to protect against potential declines in the value of an asset or to profit if they believe prices will fall, similar to reserving the option to sell an item at today’s price even if its market value drops later.

Schedule 14A regulatory

"based upon 210,506,899 Ordinary Shares ... according to the Schedule 14A filed by the Issuer"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 04:15 PM Accepted by SEC EDGAR 07/22/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What percentage of Nano Dimension (NNDM) shares does Oramed now own?

Oramed now beneficially owns 3.3% of Nano Dimension’s ordinary shares, corresponding to 6,879,708 shares. This percentage is calculated using 210,506,899 shares outstanding as of June 23, 2026, as reported in Nano Dimension’s Schedule 14A.

What transaction caused Oramed to fall below 5% ownership of NNDM?

Oramed states it ceased to beneficially own more than 5% of Nano Dimension on July 20, 2026. On that date, it completed a block sale of 8,200,000 shares at $1.55 per share, alongside related equity options trades.

What Nano Dimension (NNDM) call options did Oramed buy on July 20, 2026?

On July 20, 2026, Oramed spent approximately $1,258,000 to purchase call options referencing 8,200,000 Nano Dimension shares, including 1,350,000 at a $1.50 strike expiring August 21, 2026 and 6,850,000 at a $2.00 strike expiring November 20, 2026.

What Nano Dimension (NNDM) put options did Oramed sell on July 20, 2026?

Oramed sold put options for aggregate consideration of about $44,999 referencing 4,500,000 shares at a $1.00 strike and about $102,998 referencing 3,700,000 shares at a $1.50 strike, all expiring August 21, 2026.

Is Oramed still party to Nano Dimension (NNDM) options after these trades?

Following the July 20, 2026 transactions, Oramed states it is no longer a party to any options contracts with respect to Nano Dimension’s ordinary shares. This follows its purchases of call options and sales of put options referencing an aggregate of 8,200,000 shares.

How was Oramed’s 3.3% ownership in Nano Dimension (NNDM) calculated?

The reported 3.3% stake is based on Oramed’s 6,879,708 beneficially owned shares divided by 210,506,899 Nano Dimension ordinary shares outstanding as of June 23, 2026, as disclosed in Nano Dimension’s Schedule 14A filed June 30, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

Avraham Gabay
1185 Avenue of the Americas, Third Floor,
New York, NY, 10036
972 25788763

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Oramed Pharmaceuticals Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,879,708.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,879,708.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,879,708.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value NIS 5.00 per share
(b)	Name of Issuer: Nano Dimension Ltd.
(c)	Address of Issuer's Principal Executive Offices: 60 TOWER ROAD, WALTHAM, MASSACHUSETTS , 02451.
Item 1 Comment: This Amendment No. 3 to Schedule 13D is filed by and on behalf of the Reporting Person to further amend the Schedule 13D related to the Ordinary Shares, par value NIS 5.00 per share (the "Ordinary Shares") of Nano Dimension Ltd. (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission (the "SEC") on January 29, 2026, as amended by Amendment No. 1 to Schedule 13D that was filed by the Reporting Person with the SEC on February 19, 2026, and Amendment No. 2 to Schedule 13D that was filed by the Reporting Person with the SEC on June 17, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: "In open market purchases on July 20, 2026, the Reporting Person expended an aggregate of approximately $1,258,000 (excluding commissions) to purchase call options referencing an aggregate of 8,200,000 Ordinary Shares. The funds used for the purchase of the securities reported in this Schedule 13D were derived from the general working capital of the Reporting Person."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: "(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover pages hereto. The percentage reported in Item 13 on the cover pages hereto is based upon 210,506,899 Ordinary Shares of the Issuer outstanding as of June 23, 2026, according to the Schedule 14A filed by the Issuer with the SEC on June 30, 2026."
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: "(b) Number of shares as to which the Reporting Person has (i) sole power to vote or direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or direct the vote See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto."
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: "(c) On July 20, 2026, pursuant to a block sale, the Reporting Person sold 8,200,000 Ordinary Shares at a price per share of $1.55. Other than the foregoing and as set forth in Item 3 and Item 6 of this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less."
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: "(e) The Reporting Person ceased to beneficially own more than five percent of the outstanding Ordinary Shares on July 20, 2026."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: "The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. On July 20, 2026, the Reporting Person engaged in the following transactions: (i) purchased call options referencing an aggregate of 1,350,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026; (ii) purchased call options referencing an aggregate of 6,850,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on November 20, 2026; (iii) sold put options for an aggregate of approximately $44,999 (excluding commissions) referencing an aggregate of 4,500,000 Ordinary Shares, having an exercise price of $1.00 per Ordinary Share and expiring on August 21, 2026; and (iv) sold put options for an aggregate of approximately $102,998 (excluding commissions) referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026. Following these transactions, the Reporting Person is no longer a party to any options contracts with respect to the Ordinary Shares."

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oramed Pharmaceuticals Inc.

Signature:	/s/ Avraham Gabay
Name/Title:	Avraham Gabay, Chief Financial Officer
Date:	07/22/2026