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Nano Dimension Ltd. (NNDM) has a significant shareholder group led by Tang Capital Management, LLC and Kevin Tang reporting passive ownership on a Schedule 13G. The reporting persons together beneficially own 19,232,538 American Depository Shares (ADSs), each representing one Ordinary Share, representing 9.1% of the Ordinary Shares.
The group reports 0 shares with sole voting or dispositive power and 19,232,538 shares with shared voting and shared dispositive power. The filing is made under Rule 13d-1(h) to reflect that the securities are no longer held with a purpose or effect of changing or influencing control of Nano Dimension.
Key Figures
Beneficial ownership:19,232,538 ADSsOwnership percentage:9.1%Shares outstanding:210,839,011 Ordinary Shares+4 more
7 metrics
Beneficial ownership19,232,538 ADSsADSs of Nano Dimension beneficially owned by the Tang Capital reporting group
Ownership percentage9.1%Percent of Nano Dimension Ordinary Shares beneficially owned by the reporting persons
Shares outstanding210,839,011 Ordinary SharesShares outstanding as of August 5, 2026, used to calculate ownership percentage
TCP ADSs4,407,468 ADSsADSs of Nano Dimension beneficially owned by Tang Capital Partners, LP
TCPI ADSs6,010,162 ADSsADSs of Nano Dimension beneficially owned by Tang Capital Partners International, LP
TCP III ADSs4,407,456 ADSsADSs of Nano Dimension beneficially owned by Tang Capital Partners III, Inc.
TCP IV ADSs4,407,452 ADSsADSs of Nano Dimension beneficially owned by Tang Capital Partners IV, Inc.
"TCM beneficially owns 19,232,538 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.
shared voting powerfinancial
"Shared Voting Power 19,232,538.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 19,232,538.00"
Rule 13d-1(h)regulatory
"filed in accordance with Rule 13d-1(h) to reflect that"
Schedule 13Dregulatory
"Amendment No. 2 to the Schedule 13D originally filed"
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 Sharesfinancial
"with respect to the Issuer's American Depository Shares"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Nano Dimension (NNDM) does the Tang Capital group report owning?
The Tang Capital group reports beneficial ownership of 9.1% of Nano Dimension’s Ordinary Shares, based on 19,232,538 ADSs and 210,839,011 Ordinary Shares outstanding as of August 5, 2026.
How many Nano Dimension (NNDM) ADSs does Tang Capital Management, LLC beneficially own?
Tang Capital Management, LLC beneficially owns 19,232,538 of Nano Dimension’s ADSs, with shared voting and shared dispositive power over all such shares together with related Tang entities and Kevin Tang.
Is the Tang Capital group seeking to influence control of Nano Dimension (NNDM)?
According to the filing under Rule 13d-1(h), the Tang Capital reporting persons state they no longer hold Nano Dimension securities with a purpose or effect of changing or influencing control of the company.
What ownership position in NNDM does Kevin Tang personally report?
Kevin Tang reports beneficial ownership of 19,232,538 ADSs of Nano Dimension, with 0 shares under sole voting or dispositive power and 19,232,538 shares under shared voting and shared dispositive power with the Tang Capital entities.
On what share count is the Tang Capital ownership percentage in NNDM based?
The reported 9.1% ownership is based on 210,839,011 Ordinary Shares of Nano Dimension outstanding as of August 5, 2026, as disclosed in the company’s Quarterly Report on Form 10-Q filed on August 7, 2026.
Which Tang Capital entities hold Nano Dimension (NNDM) ADSs and in what amounts?
Reported holdings include TCP: 4,407,468 ADSs, TCPI: 6,010,162 ADSs, TCP III: 4,407,456 ADSs, and TCP IV: 4,407,452 ADSs, each with shared voting and dispositive power together with Tang Capital Management, LLC and Kevin Tang.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
08/19/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
TANG CAPITAL MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,232,538.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,232,538.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,232,538.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This Schedule 13G is being filed in accordance with Rule 13d-1(h) to reflect that Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI"), Tang Capital Management, LLC ("TCM"), Kevin Tang, Tang Capital Partners III, Inc. ("TCP III), and Tang Capital Partners IV, Inc. ("TCP IV) (the "Reporting Persons"), no longer hold the securities with a purpose or effect of changing or influencing control of the Issuer. This Schedule 13G is being filed as Amendment No. 2 to the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on June 30, 2026, as amended on July 27, 2026, with respect to the Issuer's American Depository Shares ("ADSs") which each represent one Ordinary Share of Nano Dimension Ltd. (the "Issuer").
TCM beneficially owns 19,232,538 of the Issuer's ADSs which each represent one Ordinary Share of the Issuer. TCM shares voting and dispositive power over such shares with TCP, TCPI, TCP III, TCP IV and Kevin Tang. The percentages used herein are based on 210,839,011 Ordinary Shares outstanding as of August 5, 2026, as set forth in the Issuer's Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on August 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
KEVIN TANG
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,232,538.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,232,538.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,232,538.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Kevin Tang beneficially owns 19,232,538 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 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
TANG CAPITAL PARTNERS, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,407,468.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,407,468.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,407,468.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: TCP beneficially owns 4,407,468 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 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
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
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,010,162.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,010,162.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,010,162.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: TCPI beneficially owns 6,010,162 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 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
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
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,407,456.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,407,456.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,407,456.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: TCP III beneficially owns 4,407,456 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 13G
CUSIP Number(s):
63008G203
1
Names of Reporting Persons
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
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,407,452.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,407,452.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,407,452.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: TCP IV beneficially owns 4,407,452 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 13G
Item 1.
(a)
Name of issuer:
Nano Dimension Ltd.
(b)
Address of issuer's principal executive offices:
60 Tower Road, Waltham, MA, 02451
Item 2.
(a)
Name of person filing:
This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and TCPI; Kevin Tang, the manager of TCM and Chief Executive Officer of TCP III and TCP IV; TCP; TCPI; TCP III; and TCP IV.
(b)
Address or principal business office or, if none, residence:
The address of TCM, Kevin Tang, TCP and TCPI 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)
Citizenship:
TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
(d)
Title of class of securities:
Ordinary Shares par value NIS 5.00 per share
(e)
CUSIP Number(s):
63008G203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
19,232,538
(b)
Percent of class:
9.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
19,232,538 shares
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
19,232,538 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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:
08/21/2026
KEVIN TANG
Signature:
/s/ Kevin Tang
Name/Title:
Self
Date:
08/21/2026
TANG CAPITAL PARTNERS, LP
Signature:
/s/ Kevin Tang
Name/Title:
Manager, Tang Capital Management, LLC, General Partner
Date:
08/21/2026
TANG CAPITAL PARTNERS INTERNATIONAL, LP
Signature:
/s/ Kevin Tang
Name/Title:
Manager, Tang Capital Management, LLC, General Partner
