Tang Capital’s 6.8% Nano Dimension (NNDM) stake comes with merger proposal

Rhea-AI Filing Summary

Tang Capital Management and related entities filed a Schedule 13D on Nano Dimension Ltd., disclosing beneficial ownership of 14,292,813 Ordinary Shares, equal to 6.8% of the company. These shares are held as American Depository Shares, each representing one Ordinary Share.

The filing states that approximately $19.5 million of working capital from various Tang Capital funds was used to acquire the position. On June 30, 2026, Tang Capital Management sent Nano Dimension a merger proposal involving an affiliate of the reporting group. The proposal is non-binding and subject to limited confirmatory diligence and negotiation of a definitive merger agreement, and there is no assurance discussions will occur or lead to a transaction.

Insights

Event-driven equity analyst

Tang Capital discloses a 6.8% Nano Dimension stake and a contingent merger proposal.

Tang Capital Management and affiliated vehicles report beneficial ownership of 14,292,813 Nano Dimension Ordinary Shares, or 6.8% of shares outstanding as of June 23, 2026. The position was built with about $19.5 million of working capital across several investment entities.

The group states it purchased the stake for investment and in the ordinary course of business, but also sent a merger proposal on June 30, 2026 to combine Nano Dimension with an affiliate. The proposal is explicitly subject to limited confirmatory diligence and execution of a definitive agreement, so it remains preliminary.

The filing notes Tang Capital may increase or reduce its holdings based on its assessment of Nano Dimension and market conditions. Any eventual transaction terms, including valuation or structure, are not described here and would depend on future negotiations and subsequent disclosures.

Key Figures

Beneficial ownership: 14,292,813 shares Ownership percentage: 6.8% Outstanding shares: 210,506,899 shares +3 more

6 metrics

Beneficial ownership 14,292,813 shares Nano Dimension Ordinary Shares beneficially owned by reporting persons

Ownership percentage 6.8% Portion of Nano Dimension Ordinary Shares outstanding as of June 23, 2026

Outstanding shares 210,506,899 shares Nano Dimension Ordinary Shares outstanding as of June 23, 2026

Capital invested $19.5 million Approximate working capital used by Tang Capital entities to acquire Ordinary Shares

TCP stake 3,275,445 shares (1.6%) Ordinary Shares beneficially owned by Tang Capital Partners LP

TCPI stake 4,466,490 shares (2.0%) Ordinary Shares beneficially owned by Tang Capital Partners International LP

Key Terms

Schedule 13D, American Depository Shares, beneficially owns, working capital, +2 more

6 terms

Schedule 13D regulatory

"This Statement is filed by TCM ... (the "Reporting Persons")."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

American Depository Shares financial

"TCM beneficially owns 14,292,813 of the Issuer's American Depository Shares ("ADSs")"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

beneficially owns financial

"TCM beneficially owns 14,292,813 of the Issuer's ADSs"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

working capital financial

"The Ordinary Shares were acquired with approximately $19.5 million of working capital set aside"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin accounts financial

"TCP, TCPI, TCP III and TCP IV maintain commingled margin accounts with various financial institutions"

A margin account is a brokerage account that lets an investor borrow money from the broker to buy more securities than they could with cash alone, using the securities in the account as security for the loan. Think of it like a mortgage for stock purchases: borrowing increases potential gains but also magnifies losses, can trigger a forced sale if the account falls below required limits, and carries interest costs—factors investors must manage carefully.

merger proposal financial

"on June 30, 2026, TCM sent a merger proposal to the Issuer outlining the principal terms"

A merger proposal is an offer from one company to combine with another, laying out the basic terms such as price, ownership split and strategic goals; think of it as a formal handshake that starts negotiations to join two businesses. It matters to investors because the proposed deal can change a company’s value, earnings potential and control, and often triggers market reactions as shareholders and regulators weigh the benefits and risks.

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Available on EDGAR 06/30/2026 - 08:50 PM Accepted by SEC EDGAR 06/30/2026 - 08:50 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

Kevin Tang
4747 Executive Drive, Suite 210
San Diego, CA, 92121
858-200-3830

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

06/24/2026

(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

TANG CAPITAL MANAGEMENT, LLC

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 0.00
8	Shared Voting Power 14,292,813.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,292,813.00

11

Aggregate amount beneficially owned by each reporting person

14,292,813.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Tang Capital Management, LLC ("TCM") beneficially owns 14,292,813 of the Issuer's American Depository Shares ("ADSs") which each represent one Ordinary Share of the Issuer. TCM shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI"), Tang Capital Partners III, Inc. ("TCP III"), Tang Capital Partners IV, Inc. ("TCP IV") and Kevin Tang. The percentages used herein are based on 210,506,899 Ordinary Shares outstanding as of June 23, 2026, as set forth in the Issuer's Schedule 14A filed on Form DEFC14A with the Securities and Exchange Commission on June 25, 2026.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

KEVIN TANG

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,292,813.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,292,813.00

11

Aggregate amount beneficially owned by each reporting person

14,292,813.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Kevin Tang beneficially owns 14,292,813 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. Kevin Tang shares voting and dispositive power over such shares with TCP, TCPI, TCP III, TCP IV and TCM.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

TANG CAPITAL PARTNERS, LP

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 0.00
8	Shared Voting Power 3,275,445.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,275,445.00

11

Aggregate amount beneficially owned by each reporting person

3,275,445.00

12

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

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

TCP beneficially owns 3,275,445 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

TANG CAPITAL PARTNERS INTERNATIONAL, LP

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 0.00
8	Shared Voting Power 4,466,490.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,466,490.00

11

Aggregate amount beneficially owned by each reporting person

4,466,490.00

12

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

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

TCPI beneficially owns 4,466,490 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. TCPI shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

TANG CAPITAL PARTNERS III, 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

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,275,445.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,275,445.00

11

Aggregate amount beneficially owned by each reporting person

3,275,445.00

12

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

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

TCP III beneficially owns 3,275,445 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. TCP III shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

TANG CAPITAL PARTNERS IV, 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

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,275,433.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,275,433.00

11

Aggregate amount beneficially owned by each reporting person

3,275,433.00

12

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

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

TCP IV beneficially owns 3,275,433 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. TCP IV shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

CONCENTRA BIOSCIENCES, LLC

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

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 2.	Identity and Background
(a)	This Statement is filed by TCM, a Delaware limited liability company that is the general partner of TCP and TCPI; Kevin Tang, a United States citizen; TCP, a Delaware limited partnership engaged in capital management; TCPI, a Delaware limited partnership engaged in capital management; TCP III, a Nevada corporation that is indirectly wholly owned by TCP; TCP IV, a Nevada corporation that is indirectly wholly owned by TCP; and Concentra Biosciences, LLC, a Delaware limited liability company controlled by TCP ("Concentra" and, collectively with TCM, Kevin Tang, TCP, TCPI, TCP III and TCP IV, the "Reporting Persons").
(b)	The address of TCM, Kevin Tang, TCP, TCPI and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.
(c)	Kevin Tang is the manager of TCM. Kevin Tang is the sole director and Chief Executive Officer of TCP III and TCP IV. Kevin Tang is the Chief Executive Officer of Concentra.
(d)	During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 2(a) above.
Item 3.	Source and Amount of Funds or Other Consideration
	The Ordinary Shares were acquired with approximately $19.5 million of working capital set aside by TCP, TCPI, TCP III and TCP IV for the general purpose of investing. TCP, TCPI, TCP III and TCP IV maintain commingled margin accounts with various financial institutions, which may extend margin credit to TCP, TCPI, TCP III, and TCP IV as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Ordinary Shares reported herein.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Ordinary Shares reported hereunder for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including, but not limited to, its businesses, operations and prospects. In light of that ongoing evaluation, on June 30, 2026, TCM sent a merger proposal to the Issuer outlining the principal terms on which it would effect a merger between the Issuer and an affiliate of the Reporting Persons (see Exhibit 2). The merger proposal provides that it is subject to limited confirmatory diligence, as well as the execution of a definitive merger agreement. The Reporting Persons intend to engage in discussions with the Issuer and its representatives regarding the merger proposal and to enter into negotiations with the Issuer with respect thereto. There can be no certainty as to whether discussions will occur, or, if they do, the outcome of such discussions. While the Reporting Persons may seek to enter into a confidentiality agreement with the Issuer and intend to pursue the merger proposal, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, modify their ownership of the Ordinary Shares, including acquiring additional Ordinary Shares or disposing of some or all of the Ordinary Shares beneficially owned by them. Such actions may be based on the Reporting Persons' assessment of the Issuer's operations and prospects, prevailing market conditions or other investment considerations. The Reporting Persons may at any time reconsider and/or change their plans or proposals relating to the foregoing.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 14,292,813 shares of the Issuer's Ordinary Shares, representing 6.8% of the outstanding shares.
(b)	See item 5(a) above.
(c)	Schedule A attached hereto as Exhibit 3 describes all transactions in the Issuer's Ordinary Shares that were effected during the past 60 days by the Reporting Persons.
(d)	No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares beneficially owned by the Reporting Persons.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement by and among the Reporting Persons. Exhibit 2: Merger Proposal, dated June 30, 2026, sent from TCM to the Issuer. Exhibit 3: Schedule A: Transactions during the past 60 days.

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.

TANG CAPITAL MANAGEMENT, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Manager
Date:	06/30/2026

KEVIN TANG

Signature:	/s/ Kevin Tang
Name/Title:	Self
Date:	06/30/2026

TANG CAPITAL PARTNERS, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	06/30/2026

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	06/30/2026

TANG CAPITAL PARTNERS III, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	06/30/2026

TANG CAPITAL PARTNERS IV, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	06/30/2026

CONCENTRA BIOSCIENCES, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	06/30/2026

FAQ

How large is Tang Capital’s ownership stake in Nano Dimension (NNDM)?

Tang Capital and affiliates beneficially own 14,292,813 Nano Dimension Ordinary Shares, held as ADSs. This represents 6.8% of the company’s outstanding Ordinary Shares, based on 210,506,899 shares outstanding as of June 23, 2026, referenced in the filing.

What action did Tang Capital propose regarding Nano Dimension (NNDM)?

Tang Capital Management sent Nano Dimension a merger proposal dated June 30, 2026, involving a combination with an affiliate of the reporting group. The proposal is non-binding and subject to limited confirmatory diligence and negotiation of a definitive merger agreement with the company.

How much capital did Tang Capital invest to acquire its NNDM position?

The filing states that approximately $19.5 million of working capital from Tang Capital’s investment entities was used to acquire Nano Dimension Ordinary Shares. These entities use commingled margin accounts, so any specific amount of margin financing tied to this position cannot be determined from the disclosure.

Which Tang Capital entities are reporting ownership in Nano Dimension (NNDM)?

Reporting persons include Tang Capital Management, Tang Capital Partners, Tang Capital Partners International, Tang Capital Partners III, Tang Capital Partners IV, Concentra Biosciences and Kevin Tang. Together they report beneficial ownership of 14,292,813 ADSs, with shared voting and dispositive power over the Nano Dimension stake.

What percentage of Nano Dimension (NNDM) shares are outstanding according to the filing?

The ownership percentages are based on 210,506,899 Nano Dimension Ordinary Shares outstanding as of June 23, 2026. This share count is taken from Nano Dimension’s Schedule 14A filed on Form DEFC14A with the SEC, which the Schedule 13D explicitly references.

Can Tang Capital change its Nano Dimension (NNDM) holdings after this Schedule 13D?

Yes. The reporting group states it may acquire additional Nano Dimension Ordinary Shares or dispose of some or all holdings over time. Decisions will depend on its evaluation of the company’s operations and prospects, overall market conditions, and other investment considerations it deems relevant.