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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.: 001-37600

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)


State of Israel	52-0029109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
60 Tower Road Waltham, MA	02451
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 496-1805

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)	NNDM	The Nasdaq Stock Market LLC
Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share	NNDM	The Nasdaq Stock Market LLC

(1)

Evidenced by American Depositary Receipts.

(2)

Not for trading, but only in connection with the listing of the American Depositary Shares.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Ordinary Shares outstanding as of November 4, 2026 was 198,231,571.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this Quarterly Report on Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

•

the outcome of the independent process now being conducted to evaluate strategic alternatives;

•

our ability to complete the pending sale of Markforged, Inc. to Stratasys Ltd. on the anticipated terms and timing, or at all;

•

the transformation of our business resulting from the change in our management and board, including the change in control that occurred on July 17, 2026 in connection with our settlement agreement with Murchinson Ltd.;

•

changes in our strategy;

•

the impact of competition and new technologies;

•

the overall global economic environment;

•

geopolitical tensions and political events, including the ongoing war between Ukraine and Russia and the conflict in the Middle East, including the ongoing tension between Iran and Israel and Iran and the U.S.;

•

projected capital expenditures and liquidity;

•

the outcome of pending litigation;

•

our ability to remediate the material weakness in our internal control over financial reporting and to maintain effective disclosure controls and procedures; and

•

those factors referred to in “PART I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “PART II. Item 1A. Risk Factors,” as well as in this Quarterly Report on Form 10-Q generally.

Readers are urged to carefully review and consider the various disclosures made throughout this Quarterly Report on Form 10-Q which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Further information on potential risk factors that could affect our financial results is included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	37
Item 4.	Controls and Procedures.	37

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		42

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) (Unaudited)


	September 30,			December 31,
	2026			2025
Assets
Cash and cash equivalents	$	314,852		$	204,672
Bank deposits		—			168,997
Marketable equity securities		80,566			84,154
Restricted bank deposits		1,169			123
Trade receivables, net of allowance for credit losses ($739 and $861, respectively)		27,832			26,047
Inventory		29,968			32,878
Other current assets		12,462			8,938
Total current assets		466,849			525,809
Restricted bank deposits		270			1,610
Property, plant and equipment, net		14,174			24,840
Operating lease right-of-use assets		7,915			23,789
Deferred tax assets		424			424
Goodwill		—			40,388
Intangible assets, net		16,826			19,434
Other assets		1,501			1,930
Total assets	$	507,959		$	638,224
Liabilities and Equity
Trade payables	$	10,292		$	11,999
Accrued liabilities		23,381			19,514
Deferred revenue		11,858			11,873
Current portion of lease liability		2,045			8,923
Current portion of bank loan		150			158
Current settlement payable - related party		14,700			—
Total current liabilities		62,426			52,467
Employee benefits		2,524			3,697
Operating lease liabilities		3,068			23,323
Bank loan		37			158
Long-term settlement payable		3,422			2,974
Long-term deferred revenue		3,562			3,617
Total liabilities		75,039			86,236
Commitments and contingencies (Note 12)
Equity:
Share capital of NIS 5 par value each; 500,000,000 ordinary shares authorized; 204,003,865 and 206,811,875 shares outstanding as of September 30, 2026 and December 31, 2025, respectively, and 283,521,031 and 279,306,522 shares issued as of September 30, 2026 and December 31, 2025, respectively.		424,033			417,084
Additional paid-in capital		1,295,932			1,297,323
Treasury stock		(203,581	)		(192,507	)
Accumulated other comprehensive income		2,617			1,048
Accumulated loss		(1,086,081	)		(970,960	)
Total equity		432,920			551,988
Total liabilities and equity	$	507,959		$	638,224

See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share data) (Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Revenue:
Product	$	26,230		$	20,199		$	73,142		$	51,942
Service		5,685			6,685			17,461			15,180
Total revenue		31,915			26,884			90,603			67,122
Cost of revenue:
Product		14,197			15,187			41,605			38,678
Service		3,277			3,553			9,136			7,416
Total cost of revenue		17,474			18,740			50,741			46,094
Gross profit		14,441			8,144			39,862			21,028
Operating expenses:
Research and development		4,914			8,530			18,903			22,588
Sales and marketing		7,882			10,097			25,979			25,648
General and administrative		33,620			14,210			61,741			41,985
Restructuring and other		5,815			2,021			15,706			7,049
Desktop Metal litigation		—			693			—			32,008
Impairment losses		1,190			5,721			41,578			8,406
Operating loss		(38,980	)		(33,128	)		(124,045	)		(116,656	)
Gain (loss) on investment in marketable equity securities		(2,424	)		(2,617	)		(3,587	)		22,396
Other expense, net		(167	)		(150	)		(175	)		(206	)
Finance income		3,137			6,674			13,550			28,697
Finance expense		(245	)		(258	)		(738	)		(521	)
Loss before income taxes		(38,679	)		(29,479	)		(114,995	)		(66,290	)
Income tax expense (benefit)		(24	)		24			126			123
Net loss from continuing operations		(38,655	)		(29,503	)		(115,121	)		(66,413	)
Net loss from discontinued operations, net of income tax of nil		—			(23,502	)		—			(193,263	)
Net loss		(38,655	)		(53,005	)		(115,121	)		(259,676	)
Less: Net loss attributable to non-controlling interests		—			—			—			(323	)
Net loss attributable to common shareholders	$	(38,655	)	$	(53,005	)	$	(115,121	)	$	(259,353	)

Net loss attributable to common shareholders:
Continuing operations - basic and diluted	$	(0.18	)	$	(0.13	)	$	(0.55	)	$	(0.30	)
Discontinued operations - basic and diluted	$	—		$	(0.11	)	$	—		$	(0.89	)

Weighted average common shares outstanding, basic and diluted		209,408			218,854			208,919			217,663
Net loss	$	(38,655	)	$	(53,005	)	$	(115,121	)	$	(259,676	)
Other comprehensive income:
Foreign currency translation adjustment		548			(107	)		915			1,571
Remeasurement of pension and post-employment benefit plans, net of tax		—			—			654			—
Comprehensive loss		(38,107	)		(53,112	)		(113,552	)		(258,105	)
Less: Comprehensive loss attributable to non-controlling interests		—			—			—			(224	)
Comprehensive loss attributable to common shareholders	$	(38,107	)	$	(53,112	)	$	(113,552	)	$	(257,881	)


See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands) (Unaudited)


	Share Capital		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total			Non- Controlling Interests			Total Equity
December 31, 2024	$	409,145	$	1,297,348		$	(167,651	)	$	(1,137	)	$	(677,665	)	$	860,040		$	715		$	860,755
Net loss		—		—			—			—			(25,312	)		(25,312	)		(236	)		(25,548	)
Other comprehensive income for the period		—		—			—			581			—			581			12			593
Exercise of options and vesting of RSUs		1,828		(1,828	)		—			—			—			—			—			—
Share-based compensation expense		—		(786	)		—			—			—			(786	)		—			(786	)
March 31, 2025		410,973		1,294,734			(167,651	)		(556	)		(702,977	)		834,523			491			835,014
Net loss		—		—			—			—			(181,036	)		(181,036	)		(87	)		(181,123	)
Other comprehensive income for the period		—		—			—			1,112			—			1,112			29			1,141
Exercise of options and vesting of RSUs		1,793		(1,793	)		—			—			—			—			—			—
Share-based compensation for pre-combination service		—		2,054			—			—			—			2,054			—			2,054
Share-based compensation expense		—		2,430			—			—			—			2,430			—			2,430
Deconsolidation of subsidiaries		—		—			—			26			—			26			(433	)		(407	)
June 30, 2025		412,766		1,297,425			(167,651	)		582			(884,013	)		659,109			—			659,109
Net loss		—		—			—			—			(53,005	)		(53,005	)		—			(53,005	)
Other comprehensive loss for the period		—		—			—			(107	)		—			(107	)		—			(107	)
Exercise of options and vesting of RSUs		3,105		(3,105	)		—			—			—			—			—			—
Repurchase of treasury shares		—		—			(5,613	)		—			—			(5,613	)		—			(5,613	)
Share-based compensation expense		—		1,375			—			—			—			1,375			—			1,375
Deconsolidation of subsidiaries		—		—			—			—			—			—			—			—
September 30, 2025	$	415,871	$	1,295,695		$	(173,264	)	$	475		$	(937,018	)	$	601,759		$	—		$	601,759

December 31, 2025	$	417,084	$	1,297,323		$	(192,507	)	$	1,048		$	(970,960	)	$	551,988		$	—		$	551,988
Net loss		—		—			—			—			(69,662	)		(69,662	)		—			(69,662	)
Other comprehensive income for the period		—		—			—			193			—			193			—			193
Vesting of RSUs		1,885		(1,885	)		—			—			—			—			—			—
Share-based compensation expense		—		2,925			—			—			—			2,925			—			2,925
March 31, 2026		418,969		1,298,363			(192,507	)		1,241			(1,040,622	)		485,444			—			485,444
Net loss		—		—			—			—			(6,804	)		(6,804	)		—			(6,804	)
Other comprehensive income for the period		—		—			—			828			—			828			—			828
Vesting of RSUs		3,121		(3,121	)		—			—			—			—			—			—
Share issuance as part of legal settlement		1,215		(66	)		—			—			—			1,149			—			1,149
Share-based compensation expense		—		873			—			—			—			873			—			873
June 30, 2026		423,305		1,296,049			(192,507	)		2,069			(1,047,426	)		481,490			—			481,490
Net loss		—		—			—			—			(38,655	)		(38,655	)		—			(38,655	)
Other comprehensive income for the period		—		—			—			548			—			548			—			548
Exercise of options and vesting of RSUs		728		(728	)		—			—			—			—			—			—
Repurchase of treasury shares		—		—			(11,074	)		—			—			(11,074	)		—			(11,074	)
Share-based compensation expense		—		611			—			—			—			611			—			611
September 30, 2026	$	424,033	$	1,295,932		$	(203,581	)	$	2,617		$	(1,086,081	)	$	432,920		$	—		$	432,920


See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	For the Nine Months Ended September 30,
	2026			2025
Cash flow from operating activities
Net loss	$	(115,121	)	$	(66,413	)
Adjustments:
Depreciation, amortization and non-cash lease interest		10,730			15,052
Impairment losses		41,578			8,406
Changes in fair value of equity securities		3,588			(22,396	)
Loss from deconsolidation of subsidiaries		—			1,666
Loss from sale of business assets		1,314			—
Share-based compensation expense		4,409			3,018
Share-based settlement payment		1,215			—
Changes in assets and liabilities:		—
(Increase) decrease in inventory		(2,743	)		3,418
(Increase) in other current assets		(493	)		(602	)
(Increase) decrease in trade receivables		(2,431	)		2,171
Increase (decrease) in other payables		8,437			(9,324	)
(Decrease) in employee benefits		(619	)		(508	)
(Decrease) increase in trade payables		(1,604	)		6,255
Other		(3,342	)		723
Net cash used in operating activities		(55,082	)		(58,534	)
Cash flow relating to investing activities
Change in bank deposits		168,756			333,799
Purchase of property plant and equipment		(592	)		(672	)
Acquisition of subsidiaries, net of cash acquired		—			(267,806	)
Deconsolidation of subsidiaries		—			(476	)
Proceeds from sale of AME assets		2,000			—
Net cash provided by (used in) investing activities		170,164			64,845
Cash flow relating to financing activities
Repayment long-term bank debt		(119	)		(111	)
Repurchase of treasury shares		(11,074	)		(5,050	)
Net cash used in financing activities		(11,193	)		(5,161	)
Cash flow relating to discontinued operations
Net cash used in operating activities		—			(31,945	)
Net cash used in investing activities		—			(437	)
Net cash provided by financing activities		—			10,009
Net cash used in discontinued operations		—			(22,373	)
Increase (decrease) in cash, cash equivalents and restricted cash		103,889			(21,223	)
Effect of exchange rate fluctuations on cash		5,997			3,821
Cash, cash equivalents and restricted cash at beginning of the period		206,405			318,474
Cash, cash equivalents and restricted cash at end of the period	$	316,291		$	301,072

Supplemental disclosures of cash flow information
Cash and cash equivalents	$	314,852			299,357
Restricted cash in restricted deposits, current		1,169			60
Restricted cash in restricted deposits, non-current		270			1,655
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	316,291		$	301,072

Non-cash operating and investing activity
Lease liabilities arising from obtaining right-of-use assets		—			1,167
Non-cash investing and financing activity
Share issuance as part of settlement		1,215			—
Fair value of contingent consideration (earnout) received in connection with sale of business assets		2,933			—
Acquisition replacement awards for pre-combination service		—			2,054
Repurchase of treasury shares in trade payables		—			563
Supplemental disclosure of cash flow information
Income taxes paid during the period		—			56


See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data) (Unaudited)

Note 1 – Description of Business

Reporting Entity

Nano Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. Until April 11, 2025, the address of the Company’s principal executive office was 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Effective from that date, the Company’s principal executive office is located at 60 Tower Road, Waltham, Massachusetts, 02451, United States. Unless otherwise indicated, all references to the “Company,” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd. (“GIS”), a United Kingdom corporation, Nano Dimension Technologies Ltd. (“Nano Tech”), an Israeli corporation, Essemtec AG (“Essemtec”) and Nano Dimension Swiss GmbH (“Nano Swiss”), Swiss corporations, Formatec Holding B.V. (“Formatec Holding”) (liquidated in 2025 through bankruptcy), Admatec Europe B.V. (“Admatec”) (liquidated in 2025 through bankruptcy) and Formatec Technical Ceramics B.V. (“Formatec”) (liquidated in 2025 through bankruptcy), Dutch corporations, Nano Dimension USA Inc. (“Nano USA”), a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH (“Nano Germany”) and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd. (“Nano Australia”), an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation, and Markforged Holding Corporation (“Markforged”) and Desktop Metal, Inc. (“Desktop Metal”) (liquidated in 2025 through bankruptcy), Delaware corporations. The Company engages in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).

Material events in the reporting period

Conflicts in the Middle East

On February 28, 2026, the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the Middle East has been widespread. As of the date of the filing of this Quarterly Report on Form 10-Q, military activity and hostilities continue to escalate in the Middle East, and the situation throughout the region remains volatile, with the potential for continued escalation into a broader and more sustained regional conflict. The impact of the conflict on The Company's results of operation and financial condition is immaterial.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Certain reclassifications have been made to prior year presentation to conform to current year presentation.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Fair Value Measurements

The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs which are supported by little or no market activity.

Financial instruments consist of cash equivalents, bank deposits, marketable securities, trade receivables, trade payables, accrued liabilities, and settlements payable. Cash equivalents, bank deposits, trade receivables, trade payables, accrued liabilities, and settlements payable are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.

The Company measures investment in marketable equity securities at fair value on the condensed consolidated statements of operations and comprehensive loss.

In connection with the sale of the AME business assets, the Company elected to record the earnout at fair value at inception and will reassess the carrying value at each reporting date based on information reasonably available at that time. The earnout is based on the Company’s estimate of the sales value of inventory and collectability of receivables over the twelve months from the closing date and as such is categorized as Level 3. There was no change in the fair value of the earnout from the date of sale, April 6, 2026, through September 30, 2026. Subsequent changes in the fair value of the contingent consideration will be recognized in the condensed consolidated statements of operations and comprehensive loss. See Note 8 for additional discussion.

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	As of September 30, 2026
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	2,579	$	—	$	—	$	2,579
Bank deposits		293,787		—		—		293,787
Marketable equity securities		80,566		—		—		80,566
Contingent consideration (earnout) received in connection with sale of business assets		—		—		2,933		2,933
Total assets measured at fair value	$	376,932	$	—	$	2,933	$	379,865


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	8,403	$	—	$	—	$	8,403
Bank deposits		339,851		—		—		339,851
Marketable equity securities		84,154		—		—		84,154
Total assets measured at fair value	$	432,408	$	—	$	—	$	432,408

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

There were no transfers between fair value levels during 2026 and 2025.

Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment annually at the start of the fourth quarter, or as circumstances indicate that the carrying value of the asset may not be recoverable through future operations.

The Company reviews goodwill for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If a qualitative assessment is performed and the fair value of the reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. When the quantitative goodwill impairment test is performed, the Company determines fair value using accepted valuation techniques, which can include the market and discounted cash flow methods. The fair value of the reporting unit is compared to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss, limited to the total amount of goodwill.

A quantitative goodwill impairment testing process requires valuation of the reporting unit. In the market approach, we can reference the Company’s market capitalization as a value indication given the Company’s single operating segment and reporting unit. In the income approach, which is based on a discounted forecasted cash flow including a terminal value, we compute the terminal value using the constant growth method, which values the forecasted cash flows in perpetuity. The assumptions about future cash flows and growth rates are based on the reporting unit's long-term forecast and is subject to review and approval by senior management. A reporting unit's discount rate is a significant assumption and is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. The estimated fair value could be impacted by changes in market conditions and various other assumptions, however we consider the discount rate assumption to be the key assumption. We categorize the fair value determination as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs.

As a result of our ongoing strategic review process, there was an indicator of value for the Markforged FFF product line that was a triggering event for a goodwill impairment review. As a result, the Company conducted a goodwill impairment review and it was determined that the entire Markforged FFF product line goodwill balance was impaired as of March 31, 2026, resulting in a charge of $40.4 million during the nine months ended September 30, 2026.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the revenue recognition accounting standard, the Company performs the following five steps:

•

identifies the contract with a customer;

•

identifies the performance obligations in the contract;

•

determines the transaction price;

•

allocates the transaction price to the performance obligations in the contract; and

•

recognizes revenue when (or as) the entity satisfies a performance obligation.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

On the contract’s inception date, the Company assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.

The Company identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Company’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Company’s identified performance obligations include printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation. In some cases, the Company recognizes a warranty as a distinct service to the customer and is, therefore, a distinct performance obligation.

Revenue is allocated among performance obligations in a manner that reflects the consideration that the Company expects to be entitled to for the promised goods based on the standalone selling prices (“SSP”) of the goods or services of each performance obligation. If a SSP is not directly observable, the Company allocates the transaction price to the identified performance obligations based on the residual approach, while allocating the estimated SSP for performance obligations relating to maintenance, training and installation services, and the residual is allocated to printers.

Revenue allocated to printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time. Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized at the time of performance. Revenue from development services is recognized only when the relevant contractual milestone is achieved, and recognition is contingent upon such achievement.

Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation.

Impairment of long-lived assets

The Company evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant reassessment or that the carrying value of these assets may not be recoverable. When a triggering event is identified, management assesses the recoverability of the asset group, which is the lowest level where identifiable cash flows are largely independent, by comparing the expected undiscounted cash flows of the asset group to the carrying value. When the carrying value is not recoverable and an impairment is determined to exist, the asset group is written down to fair value.

On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, in exchange for a one-time payment of $13.0 million paid upon entering into the agreement. The right-of-use asset was partially impaired in the amount of $5.7 million in the third quarter of 2025. The right-of-use asset of $16.0 million and liability of $21.7 million was modified as of the modification date to $8.6 million and $14.3 million, respectively. The Company recorded rent expense for the modified lease of $4.6 million during the third quarter of 2026. The net book value of the leasehold improvements for our corporate headquarters was $6.7 million as of the termination date. As such, the remaining balance is depreciated over the remaining term.

The pending sale of Markforged, Inc. to Stratasys was determined to be a triggering event as the pending sale is structured to only include Markforged, Inc. and its subsidiaries, leaving Markforged Holding Corp. and its other subsidiary, Markforged Sweden AB (MFS) as ongoing subsidiaries of Nano Dimension Ltd. Upon review of the recoverability of the asset group, based on future expected cash flows, categorized as level 3 of the fair value hierarchy, an impairment charge of $1.2 million was recorded for the three and nine months ended September 30, 2026 against the fixed assets. Following the impairment, the remaining property, plant and equipment, net of MFS is $0.4 million as of September 30, 2026.

In 2025, the Company exited its previous U.S. headquarters at 300 5th Avenue, Waltham, Massachusetts and sublet the facility leading to a non-cash, pre-tax and after-tax impairment charge of $1.5 million recorded in the second quarter of 2025. The Company partially impaired an abandoned portion of the Markforged 60 Tower headquarters in Waltham, Massachusetts resulting in a non-cash, pre-tax and after-tax impairment charge of $5.7 million related to the operating lease right-of-use (“ROU”) asset recorded in the third quarter of 2025.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on its disclosures in the condensed consolidated financial statements.

In December 2025, the FASB issued ASU-2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities" which establishes authoritative guidance on the accounting for government grants received by business entities. The guidance is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 will have on the Company's interim condensed consolidated financial statements.

Note 3 - Allowance for credit losses

The following is a summary of the activity of the Company’s allowance for credit losses:


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Beginning balance	$	950		$	1,213		$	861		$	811
Provisions		—			233			143			632
Write-offs		(203	)		(337	)		(266	)		(336	)
Foreign currency adjustment		(8	)		—			1			2
Ending balance	$	739		$	1,109		$	739		$	1,109

Note 4 – Other current assets

Other current assets consist of the following:


	September 30,		December 31,
	2026		2025
Government authorities	$	3,072	$	2,767
Prepaid expenses		5,388		4,363
Contingent consideration (earnout) received in connection with sale of business assets		2,933		—
Other		1,069		1,808
Other current assets	$	12,462	$	8,938

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 5 – Inventory

Inventory consists of the following:


	September 30,		December 31,
	2026		2025
Raw materials	$	9,575	$	10,659
Work in progress		4,470		3,803
Finished goods		15,923		18,416
Inventory	$	29,968	$	32,878

Note 6 – Property, plant and equipment, net

The composition of property, plant and equipment, net is as follows:


	September 30,			December 31,
	2026			2025
Machinery, equipment and vehicles	$	13,552		$	24,830
Computer hardware and software		3,763			8,416
Furniture and fixtures		808			2,548
Leasehold improvements		13,217			16,839
Buildings		6,866			7,185
Other		132			630
Total		38,338			60,448
Less: Accumulated depreciation		(24,164	)		(35,608	)
Property, plant and equipment, net	$	14,174		$	24,840

On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, in exchange for a one-time payment of $13.0 million paid upon entering in to the agreement. The net book value of the leasehold improvements for our corporate headquarters was $6.7 million as of the termination date. As such, the remaining balance is depreciated over the remaining term which resulted in $3.3 million of depreciation in the third quarter of 2026. The pending sale of Markforged, Inc. to Stratasys was determined to be a triggering event as the sale is structured to only include Markforged, Inc. and its subsidiaries, leaving Markforged Holding Corp. and its other subsidiary, Markforged Sweden AB (MFS) as ongoing subsidiaries of Nano Dimension Ltd. Upon review of the fair value of the fixed assets, an impairment charge of $1.2 million was recorded for the three and nine months ended September 30, 2026. In addition, the sale of the additively manufactured electronics (“AME”) business assets in April 2026 resulted in the removal of property, plant & equipment with a net book value of $3.0 million.

Note 7 – Goodwill and Intangible Assets

Goodwill

The following table represents the change in the carrying value of goodwill for the nine months ended September 30, 2026:


	Activity
Balance as of December 31, 2025	$	40,388
Impairment of Markforged Goodwill		(40,388	)
Balance as of September 30, 2026	$	—

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Intangible assets, net

The following table displays intangible assets, net by major class:


	September 30, 2026							December 31, 2025
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Technology	$	13,636	$	(3,223	)	$	10,413	$	13,636	$	(1,519	)	$	12,117
Mutual licensing under settlement agreement		5,320		(332	)		4,988		5,320		(156	)		5,164
Trademark		1,811		(1,811	)		—		1,811		(1,207	)		604
Customer relationships		1,660		(235	)		1,425		1,660		(111	)		1,549
Intangible assets	$	22,427	$	(5,601	)	$	16,826	$	22,427	$	(2,993	)	$	19,434

The Company recognized amortization expense of intangible assets as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Cost of revenue	$	558	$	752	$	1,704	$	1,288
Operating expenses		41		494		728		824
Total	$	599	$	1,246	$	2,432	$	2,112

Expected resulting revenue is the basis for the economic pattern used to determine the amortization schedule of technology and customer relationships. Trademark intangible amortization is based on the term in which the Company anticipates using the asset. Amortization related to technology and mutual licensing under a settlement agreement are recorded to cost of revenue on the condensed consolidated statements of operations and comprehensive loss. Amortization related to trademarks and customer relationships are recorded in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2026, estimated amortization expense for intangible assets for each of the next five fiscal years and thereafter is expected to be as follows:


For the Years Ended December 31,	Estimated Amortization Expense
2026 (remaining three months)	$	668
2027		2,673
2028		2,673
2029		2,673
2030		2,673
Thereafter		5,466
Total intangible assets, net	$	16,826

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 8 – Acquisitions and Divestitures

Fiscal 2025 Activity

Acquisition and Divestiture of Desktop Metal, Inc. (“Desktop Metal” or “Desktop”)

On April 2, 2025, the Company acquired 100% of the shares and voting interests in Desktop Metal, a U.S. based publicly traded company (NYSE: DM). Desktop Metal designs and manufactures industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding the Company’s customer base and global market presence across key industries. After signing the Merger Agreement on July 2, 2024 (the “Merger Agreement”), the Company and Desktop worked diligently to close the transactions. By late 2024, the sole remaining condition to closing the transactions was approval by the Committee on Foreign Investment in the United States (“CFIUS”). Desktop instituted a series of legal proceedings against the Company to compel the closing of the transactions. In the months that followed, Desktop incurred significant legal expenses that placed financial strain on its financial resources. After several months, Desktop prevailed in the litigation while reaching insolvency. Immediately following the merger with Desktop (the “Merger”), the Company provided a $12.0 million bridge loan to Desktop but notified Desktop that no further capital would be infused from the Company. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and was immediately deconsolidated by the Company. The results of Desktop Metal from April 2, 2025 through September 30, 2025 as well as impairment charges related to the Desktop Metal assets and the costs associated with the bankruptcy and deconsolidation are included in Net loss from discontinued operations on the condensed consolidated statements of operations and comprehensive loss.

Information related to the historical results of Desktop is not relevant to the Company’s future results as well as any pro forma presentation giving effect to the Merger since the Desktop assets have already been disposed of and were not reflected in the Company’s results for the period between the date of acquisition and the date of approval of the Insolvency Proceeding, in its condensed consolidated statements of operations and comprehensive loss as discontinued operations and in related disclosures.

The Company determined that the Desktop assets would be disposed of through a sale or other process on the acquisition date and pursued a plan to sell or otherwise dispose of the Desktop business throughout the fiscal quarter following the closing of the Merger. The Company also recorded impairment charges related to the Desktop assets and the costs associated with the bankruptcy and deconsolidation of Desktop in discontinued operations on the Company’s condensed consolidated statements of operations and comprehensive loss following the closing of the Merger. The condensed consolidated statements of operations and comprehensive loss include impairment of the Desktop Metal asset group of $139.4 million and loss from operations for the period of acquisition through September 30, 2025 of $53.9 million, which are both included within net loss from discontinued operations of $193.3 million.

The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Desktop Metal employee service rendered prior to the acquisition date was $1.0 million and is recorded in additional paid in capital on the condensed consolidated balance sheet. The fair value of consideration transferred is as follows:


Cash consideration	$	179,380
Fair value of equity awards allocated to pre-acquisition period		957
Total acquisition consideration	$	180,337

The purchase price allocation for Desktop Metal was as follows:

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


	April 2, 2025

Cash and cash equivalents	$	9,089
Restricted cash		1,110
Trade receivables		16,450
Other current assets		7,910
Inventory		73,460
Property, plant and equipment		24,560
Goodwill		139,400
Right-of-use assets		21,340
Deferred revenue		(12,880	)
Other current liabilities		(74,870	)
Long-term lease liabilities		(21,340	)
Other liabilities		(3,892	)
Total purchase price allocation	$	180,337

The Company incurred acquisition-related costs of $11.9 million, of which $8.1 million was incurred in 2025 and $3.8 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the condensed consolidated statements of operations and comprehensive loss.

Acquisition of Markforged Holding Corporation (“Markforged”)

On April 25, 2025, the Company acquired 100% of the shares and voting interests in Markforged, a U.S. based publicly traded company (NYSE: MKFG). Markforged designs, produces and markets cloud-based software products (including its software enabled platform the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. The acquisition of Markforged would enable the Company to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. On May 27, 2026, the Company entered into a definitive agreement to sell MarkForged Inc. to Stratasys Ltd. The transaction is expected to close in the forth quarter of 2026, subject to regulatory approvals and customary closing conditions.

The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Markforged employee service rendered prior to the acquisition date was $1.1 million and is recorded in additional paid in capital on the condensed consolidated balance sheet. The fair value of consideration transferred is as follows:


Cash consideration	$	115,080
Fair value of equity awards allocated to pre-acquisition period		1,096
Total acquisition consideration	$	116,176

The purchase price allocation for Markforged was as follows:

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


	April 25, 2025

Cash and cash equivalents	$	17,555
Restricted cash		805
Trade receivables		14,819
Other current assets		3,558
Inventory		33,855
Property, plant and equipment		14,336
Right-of-use assets		27,417
Goodwill		40,388
Definite-lived intangible assets		22,427
Other assets		2,446
Accounts payable and accrued expenses		(14,040	)
Lease liability		(28,190	)
Deferred revenue		(12,170	)
Deferred tax liabilities		(7,030	)
Total purchase price allocation	$	116,176

The goodwill resulting from this transaction is primarily attributable to the potential growth and expected synergies from combining operations and is not deductible for tax purposes.

The definite-lived intangible assets acquired for Markforged were as follows:


Definite-Lived Intangible Assets	April 25, 2025		Weighted Average Amortization Life (in years)
Developed technology	$	13,636		6
Mutual licensing under settlement agreement		5,320		23
Trademark		1,811		1
Customer relationships		1,660		10
Total definite-lived intangible assets	$	22,427

The Company incurred acquisition-related costs of $3.8 million, of which $2.2 million was incurred in 2025 and $1.6 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the condensed consolidated statements of operations and comprehensive loss.

The following selected unaudited pro forma consolidated results of operations are presented as if the Markforged acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition.


	Three months ended			Nine months ended
	September 30, 2025			September 30, 2025
Revenue	$	26,884		$	86,853
Net loss attributable to common shareholders		(53,005	)		(301,318	)
Net loss per share - basic and diluted		(0.24	)		(1.38	)

These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition.

Divestitures

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

On April 6, 2026, the AME product line and previously discontinued Fabrica product line were divested. The total consideration payable to the Company in connection with the transaction is up to $12.5 million, consisting of a $2.0 million cash payment, and up to $10.5 million of deferred payments tied to the future performance of the product lines over the next twelve months. The contingent consideration consists of up to $4.0 million (AME, 50% of net cash proceeds) and up to $6.5 million (Fabrica, 50% of net cash proceeds), each measured over a 12-month Earn-Out period. The deferred consideration (the “Earn-Out”) is contingent on the purchaser selling the transferred assets over a 12-month period following closing. The Company receives 50% of net cash proceeds actually collected or invoiced and collected within six months thereafter from the transferred AME inventory, capped at $4.0 million. The Company also receives 50% of net cash proceeds from Fabrica inventory, capped at $6.5 million. The final amount, in each case, is net of returns, credits, shipping, duties, and third-party commissions. The Earn-Out was recognized at its estimated fair value at the disposal date of $2.1 million for AME and $0.8 million for Fabrica, or $2.9 million in total, within Other current assets. There was no change in fair value as of September 30, 2026. The loss on sale of AME assets of $1.3 million was recorded to Restructuring and other during the nine months ended September 30, 2026.

During 2025, the Company discontinued a number of product lines, including, Fabrica, Admatec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). The Company implemented a complete cost reduction program for the DeepCube and Nano Fabrica product lines. In April 2025, Admatec, Formatec, and Formatec Holdings were declared bankrupt. Additionally, in April 2025, J.A.M.E.S. ceased operations.

Loss on deconsolidation of subsidiaries represents the difference between proceeds received upon disposition and the book value of a subsidiary which has been divested and was excluded from treatment as a discontinued operation. Also included in loss on disposal of subsidiaries is recognition of the cumulative translation adjustment out of accumulated other comprehensive loss. The loss on deconsolidation of subsidiaries was $1.8 million related to Admatec and Formatec and a gain of $0.1 million related to J.A.M.E.S. recorded to Restructuring and other during the nine months ended September 30, 2025.

Note 9 – Accrued liabilities

Accrued liabilities consist of the following:


	September 30,		December 31,
	2026		2025
Employees and related liabilities	$	6,848	$	7,589
Professional services		2,390		2,209
Government authorities		2,022		2,870
Contingencies		7,425		2,123
Current portion of settlement payable		2,000		2,000
Other		2,696		2,723
Accrued liabilities	$	23,381	$	19,514

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 10 – Equity

Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):


	Ordinary shares
	2026			2025
Shares outstanding as of January 1		206,812			215,777
Repurchase of treasury shares		(7,022	)		(3,514	)
Exercise of share options and vesting of RSUs during the period		3,510			4,671
Share issuance as part of settlement		704			—
Shares outstanding as of September 30		204,004			216,934

Treasury shares

In January 2025, the Company’s board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing it to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During the three and nine months ended September 30, 2026 and 2025, 7,022,529 and 3,513,549 ordinary shares were repurchased under the $150 million Repurchase Plan, respectively.

Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased 5,862,810 ADSs in the open market at an average price of $1.46 per share, for an aggregate purchase price of $8.6 million.

Rights Plan

In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.

In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.

Stock Options, RSUs and Warrants

The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).

The 2015 Plan was adopted by Company’s board of directors in February 2015, and was originally scheduled to expire in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.

On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.

Of these outstanding awards, as of September 30, 2026, 286,250 options to purchase ordinary shares were vested and exercisable.

Stock options

The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.

A summary of the Company’s stock option activity and related information is as follows:

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


	Number of options			Weighted average exercise price		Weighted average intrinsic value
Outstanding on December 31, 2025		298,334		$	3.57	$	0.02
Granted		—			—		—
Exercised		(4,638	)		0.70		0.90
Forfeited		(3,750	)		3.05		—
Expired		(3,696	)		0.70		0.90
Outstanding on September 30, 2026		289,946			3.66		0.00
Exercisable as of September 30, 2026		286,250			3.66		0.00

The total intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 were $4 thousand and $0.3 million, respectively.

The weighted average remaining contractual life of the outstanding options is 1.7 years as of September 30, 2026.

Restricted stock units (“RSU”)

A summary of the Company’s RSU activity is as follows:


				Weighted
				average
	Number of Units			grant price
Outstanding on December 31, 2025		6,222,034		$	1.86
Granted		1,242,256			1.57
Vested		(3,513,932	)		1.85
Forfeited		(1,682,625	)		1.95
Outstanding on September 30, 2026		2,267,733		$	1.70

The weighted average fair values at grant date of RSUs granted for the nine months ended September 30, 2026 and 2025 were $1.57 and $1.41 per share, respectively.

The total fair value of shares vested during the nine months ended September 30, 2026 and 2025 was $5.5 million and $6.6 million, respectively.

As of September 30, 2026, the Company had approximately $3.6 million of unrecognized compensation expense related to non-vested stock options and non-vested RSUs, expected to be recognized over a weighted average period of 1.2 years.

Warrants

A summary of the Company’s warrants activity and related information is as follows:


					Weighted
					average
			Weighted		remaining
			average		contractual
			exercise		life (in
	Warrants		price		years)
Outstanding on December 31, 2025		29,242,103	$	5.96		0.92
Granted		—		—		—
Exercised		—		—		—
Expired		—		—		—
Outstanding and exercisable as of September 30, 2026		29,242,103	$	5.96		0.92

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

As of September 30, 2026, the outstanding warrants include 27,742,103 Series B warrants issued to Stern YOI Ltd. Partnership in August 2020 to purchase Ordinary Shares at an exercise price of $6.16 per ADS and expiring in August 2027. Stern YOI Ltd. Partnership is a Nevada limited partnership. Mr. Yoav Stern, former Chief Executive Officer of Nano Dimension Ltd., is a managing member of Stern YOI Ltd. Partnership. In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s former director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS and will expire in September 2027.

Stock-Based Compensation

Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Cost of revenue	$	51	$	171	$	314	$	497
Research and development expenses		152		541		584		1,254
Sales and marketing expenses		107		140		426		688
General and administrative expenses		301		523		3,085		580
	$	611	$	1,375	$	4,409	$	3,019

Note 11 – Revenue

The Company has one operating and reportable segment, which generates revenue via industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science.

Revenue per geographical location is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Americas	$	12,220	$	13,639	$	34,743	$	29,386
APAC		14,986		3,997		26,981		8,686
EMEA		4,709		9,248		28,879		29,050
Total revenue	$	31,915	$	26,884	$	90,603	$	67,122

The following table disaggregates the Company's revenue by the timing of transfer of products or services:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Services transferred over time	$	4,536	$	4,798	$	13,031	$	9,810
Goods transferred at a point in time		27,379		22,086		77,572		57,312
Total revenue	$	31,915	$	26,884	$	90,603	$	67,122

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements.

For the three and nine months ended September 30, 2026, the Company recognized $2.7 million and $8.9 million from the deferred revenue account balance as of December 31, 2025, respectively. For the three and nine months ended September 30, 2025, the

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Company recognized $0.6 million and $2.1 million from the deferred revenue account balance as of December 31, 2024, respectively. During the second quarter of 2026, $1.2 million of deferred revenue was written off related to the AME asset sale.

Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $7.8 million expected to be recognized in the remainder of 2026, $4.8 million expected to be recognized in 2027, $1.8 million expected to be recognized in 2028, and $1.0 million thereafter.

Note 12 – Commitments and contingencies

From time to time, the Company may become a party to various litigation matters incidental to the conduct of its business. Except as disclosed below, the Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

On September 20, 2024, Markforged entered into a settlement agreement with Continuous Composites Inc. (“Continuous Composites”) related to previous litigation (the “Settlement Agreement”) to resolve all claims and counterclaims. Under the terms of the Settlement Agreement, Markforged made an initial upfront payment of $18 million to Continuous Composites on October 10, 2024, and a payment of $1 million in December 2025. Markforged is required to make two additional installment payments thereafter of $2 million and $4 million in the fourth quarters of fiscal years 2026 and 2027, respectively. In consideration of such payments, the Settlement Agreement provided for the dismissal of all claims with prejudice, cross-licenses of the parties’ respective patent portfolios, a mutual release of claims for liabilities arising prior to the effective date of the Settlement Agreement and mutual covenants not to sue. The incremental amount due under the Settlement Agreement compared to the original verdict is determined to be representative of the amount attributable to the licensing of the patent rights contemplated under the Settlement Agreement and was recognized as an intangible asset of $5.5 million, after discount using a rate of 12%. The intangible asset will be amortized to cost of revenue over the 23 year life of the patents. Total amortization expense of $0.1 million and $0.2 million was recognized during the three and nine months ended September 30, 2026 and 2025, respectively, and included in cost of revenue. The remaining future payments of $6.0 million under the Settlement Agreement as of September 30, 2026 are secured by a Security Agreement by and between Markforged and Continuous Composites (the “Security Agreement”). The Company has recorded a settlement payable on the condensed consolidated balance sheet of approximately $5.4 million, of which $2.0 million is a current liability, as of September 30, 2026. The settlement payable will accrete $0.6 million over the remaining payment term recognized as interest expense. Interest expense related to settlement payable was $0.2 million and $0.5 million for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively.

On July 8, 2025, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn”) filed a lawsuit against Nano Dimension Ltd. and Ofir Baharav (“Defendants”). Quinn alleges that Defendants tortiously interfered with Quinn’s contract with Desktop Metal, and prevented Desktop Metal from paying Quinn approximately $30.0 million. Quinn also asserts that Defendants are liable pursuant to an alleged attorney’s lien and engaged in unfair and deceptive trade practices, in violation of Massachusetts law. The case is pending in the Business Litigation Session of the Suffolk Superior Court in Massachusetts. On August 12, 2026, the Court denied Defendants’ motion to dismiss. The case remains pending, and Nano intends to vigorously defend itself against the claims, but the Company has concluded that a loss is probable and estimates the range of loss at $6.0 million to the amount of the claim. No amount of that range is a better estimate than any other and the Company has recorded an estimated liability of $6.0 million, the low end of the range, within accrued liabilities as of September 30, 2026. $6.0 million was included as part of General and administrative expense on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026.

During the third quarter of 2025, certain former employees or vendors of the Company or its subsidiaries filed lawsuits alleging that the Company is in breach of certain agreements and are entitled to certain compensation and other benefits. These matters settled during the second quarter of 2026 with payment of $2.3 million that was previously accrued.

During the fourth quarter of 2025, Markforged processed a $1.4 million payment to an account believed to be controlled by one of our vendors, however it was subsequently discovered that this account was not owned by the vendor. The Company suspects that a threat actor gained access to a valid email account of the vendor and used this account to fraudulently change payment instructions. The Company has notified its insurance carrier and engaged breach counsel as well as a forensics partner to help with the

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

investigation. Pending conclusion of the investigation, approximately $1.4 million is accrued at September 30, 2026 as the estimated amount of probable loss which is included as part of general and administrative operating expenses.

On June 5, 2026, plaintiff Stephen Sorensen, the trustee for the Desktop Litigation Trust, which is an entity created as part of Desktop’s liquidation to file lawsuits and marshal assets for distribution to Desktop’s creditors (the “Trustee”) filed an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, against the Company, Markforged, and Desktop Metal’s former leadership (the “Director Defendants”), alleging that (a) the Director Defendants breached fiduciary duties owed to Desktop by failing to include a provision in the Desktop Merger Agreement requiring Nano to repurchase more than $115.0 million of Desktop’s notes (the “Notes”) that came due as a result of the Merger, (b) in the alternative, the Merger Agreement included an unwritten implied promise by Nano to repurchase the Notes for $115.0 million plus interest, and (c) that Markforged misappropriated certain alleged trade secrets concerning 3D printing titanium from Desktop at Nano’s direction after Nano bought both entities in April 2025. Based on the same alleged facts, the Trustee asserts claims against the Company and Markforged for conversion, violation of the Computer Fraud and Abuse Act, unfair and deceptive trade practices in violation of Massachusetts law, civil conspiracy, willful violation of Desktop Metal’s bankruptcy stay, avoidance of actual and constructive fraudulent transfers under bankruptcy law, and turnover of Desktop Metal’s alleged estate property. On August 7, 2026, the Company and Markforged moved to dismiss this case. They intend to vigorously defend themselves.

On September 11, 2026, twenty investment funds filed a lawsuit against the Company and Murchinson Ltd. (“Murchinson”) in the U.S. District Court for the Southern District of New York. The funds are alleged beneficial holders of notes that Desktop Metal issued in 2022. They seek to hold Nano and Murchinson liable for more than $115.0 million in alleged damages associated with the notes. The funds’ claims include: (i) federal securities fraud; (ii) promissory estoppel; (iii) common law fraud; (iv) aiding and abetting common law fraud; (v) tortious interference with an indenture; (vi) breach of an indenture; (vii) breach of oral and written guaranty; (viii) tortious interference with an oral and written guaranty; and (ix) negligent misrepresentation. Nano intends to vigorously defend itself against the claims.

Note 13 – Income Tax

The Company’s effective tax rate was (0.06)% and 0.08% for the three months ended September 30, 2026 and 2025, respectively, and 0.11% and 0.19% for the nine months ended September 30, 2026 and 2025, respectively. The reconciliation between the Israel statutory federal income tax rate of 23% and the effective tax rate primarily reflects pre-tax losses incurred in domestic and foreign jurisdictions for which no tax benefit was recognized due to a valuation allowance recorded against the majority of deferred tax assets. The Company maintained a valuation allowance against its deferred tax assets as of both September 30, 2026 and December 31, 2025.

Note 14 – Segments

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.

The Company operates as one reportable segment. The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis using consolidated net loss and adjusted EBITDA. The CODM uses the Company's net loss and adjusted EBITDA to monitor budgeted versus actual results, evaluate margins, review actual results and/or engage in other capital management transactions. Consolidated net loss is the measure of segment loss consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance.

There is not any revenue, expense, or asset information, that is supplemental to those disclosed in these condensed consolidated financial statements, that are regularly provided to the CODM for evaluation of the single operating segment. The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM:

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Revenue	$	31,915		$	26,884		$	90,603		$	67,122
Less:
Cost of revenue		(17,474	)		(18,740	)		(50,741	)		(46,094	)
Research and development		(4,914	)		(8,530	)		(18,903	)		(22,588	)
Sales and marketing		(7,882	)		(10,097	)		(25,979	)		(25,648	)
General and administrative		(33,620	)		(14,210	)		(61,741	)		(41,985	)
Restructuring and other		(5,815	)		(2,021	)		(15,706	)		(7,049	)
Desktop Metal litigation		—			(693	)		—			(32,008	)
Impairment losses		(1,190	)		(5,721	)		(41,578	)		(8,406	)
Gain (loss) on investment in marketable equity securities		(2,424	)		(2,617	)		(3,587	)		22,396
Other expense, net		(167	)		(150	)		(175	)		(206	)
Finance income		3,137			6,674			13,550			28,697
Finance expense		(245	)		(258	)		(738	)		(521	)
Income tax benefit (expense)		24			(24	)		(126	)		(123	)
Net loss from continuing operations	$	(38,655	)	$	(29,503	)	$	(115,121	)	$	(66,413	)

Other segment disclosures:
Depreciation and amortization	$	(4,651	)	$	(2,516	)	$	(8,786	)	$	(5,026	)
Interest expense		(220	)		(244	)		(663	)		(428	)
Interest income		3,301			4,880			10,757			20,133
Share-based compensation expense		(611	)		(1,373	)		(4,409	)		(3,018	)

Note 15 – Net Loss Per Share

The Company computes basic net loss per share using net loss attributable to the Company’s common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company does this through the treasury stock method. The calculations presented below represent the basic and diluted net loss per share for all classes of securities.


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Numerator:
Net loss from continuing operations	$	(38,655	)	$	(29,503	)	$	(115,121	)	$	(66,413	)
Net loss from discontinued operations		—			(23,502	)		—			(193,263	)
Less: Net loss attributable to non-controlling interests		—			—			—			(323	)
Net loss attributable to common shareholders	$	(38,655	)	$	(53,005	)	$	(115,121	)	$	(259,353	)
Denominator:
Weighted-average shares outstanding - Basic and Diluted		209,408			218,854			208,919			217,663
Net loss per common share:
Basic and Diluted
Continuing operations attributable to common shareholders	$	(0.18	)	$	(0.13	)	$	(0.55	)	$	(0.30	)
Discontinued operations	$	—		$	(0.11	)	$	—		$	(0.89	)
Net loss attributable to common shareholders	$	(0.18	)	$	(0.24	)	$	(0.55	)	$	(1.19	)

For the three and nine months ended September 30, 2026 and 2025, the Company was in a net loss position, thus the effect of potentially dilutive securities was excluded from the denominator for the calculation of diluted net loss per share because the

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator:


	For the three months ended September 30,				For the nine months ended September 30,
	2026		2025		2026		2025
Unvested or unexercised option awards		294,140		1,078,416		294,140		1,790,215
Unvested RSUs		2,840,369		9,476,564		4,244,884		8,496,505
Warrants		29,242,103		33,680,126		29,242,103		34,248,876
Total		32,376,612		44,235,105		33,781,127		44,535,596

Note 16 – Related Party Transactions

Settlement Agreement with Significant Shareholder

On August 17, 2026, the Company received a demand letter from Murchinson, a beneficial owner of approximately 10% of the Company’s outstanding ordinary shares (represented by American Depositary Shares, or “ADSs”), seeking reimbursement for its legal fees and expenses incurred in connection with prior disputes, litigation proceedings, and shareholder contests (the “Demand”). Murchinson qualifies as principal shareholder and related party under ASC 850, Related Party Disclosures. The Board created a special committee consisting of two independent directors (the “Committee”) to evaluate the Demand and negotiate with Murchinson as appropriate. On October 19, 2026, the Company entered into a Settlement Agreement and Release (the “Demand Settlement Agreement”) with Murchinson, to settle the Demand for a mutually agreed amount of $14.7 million (the “Settlement Amount”), paid on October 23, 2026.

The Committee negotiated the Demand Settlement Agreement with the assistance of outside legal counsel, and it determined that the negotiated terms of the Demand Settlement Agreement were reasonable and in the best interest of the Company before recommending its approval by the Board. The Board unanimously approved the settlement with Murchinson, finding that continued disputes, threatened litigation, and unresolved claims may impose additional financial burdens, consume valuable management and board resources, create uncertainty regarding the Company's governance and operations, and interfere with Nano's ability to execute its strategic objectives. The Board determined that resolving outstanding disputes with Murchinson would serve the Company's best interests by reducing uncertainty, avoiding further disruption, and enabling management and the board to devote their attention and resources to the Company's future.

Pursuant to the terms of the Demand Settlement Agreement, and in exchange for the releases as set forth in the agreement, the Company agreed to pay Murchinson the Settlement Amount in full satisfaction of settled dispute claims and as reimbursement for documented third-party advisory, legal, and proxy solicitation expenses incurred. The Settlement Amount is accrued in Current settlement payable - related party on the condensed consolidated balance sheet as of September 30, 2026, and included within total General and administrative expenses on the condensed consolidated statement of operations and other comprehensive loss for the three and nine months ended September 30, 2026.

Note 17 – Subsequent Events

Appointment of Permanent Chief Executive Officer

Moshe Rozenbaum, who has served as the Interim Chief Executive Officer since July 21, 2026, was named as the permanent Chief Executive Officer on November 3, 2026.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.

Overview

We engage in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $90.6 million and $67.1 million for the nine months ended September 30, 2026 and 2025, respectively, and incurred net losses from continuing operations of $115.1 million, inclusive of $40.4 million of goodwill impairment, and $66.4 million, respectively, for those same periods. As of September 30, 2026, we had an accumulated loss of $1,086.1 million and cash, cash equivalents, bank deposits and marketable securities of $396.9 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.

Recent Developments

Departure of Directors and Officers; Election of Directors

On July 17, 2026, Nano Dimension Ltd. (the “Company”) entered into a Settlement Agreement (the “Agreement”) by and among the Company, members of the Company’s Board of Directors (the “Board”), and Murchinson Ltd. and its affiliated entities and persons (collectively, “Murchinson”).

Pursuant to the terms of the Agreement, (i) each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the “Departing Directors”) resigned from the Board and all positions with the Company and its subsidiaries, effective immediately following execution of the Agreement, (ii) the Company appointed each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow (the “New Directors”) to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Company’s 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors, and (iii) Murchinson irrevocably withdrew its demand, dated May 21, 2026, that the Company call an extraordinary general meeting of shareholders (the “EGM”) to vote on various proposals submitted by Murchinson, enabling the Company to cancel the EGM previously scheduled to be held on July 31, 2026, which has been cancelled. In addition, parties to the Agreement also agreed to certain litigation-related provisions, including a mutual release of certain claims and a covenant not to initiate or pursue certain legal proceedings, as well as certain non-disparagement provisions.

On August 16, 2026, the Board appointed Nadav Kidron to the Board as a Class II director for the term expiring on the date of the Company’s 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, effective immediately.

Changes in Control

As a result of the resignations of the Departing Directors and the appointments of the New Directors, a change in control of the Company occurred on July 17, 2026. Except as disclosed above, there are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Appointment of Chief Executive Officer

On July 21, 2026, Mr. Rozenbaum was appointed as the Interim Chief Executive Officer of the Company. On November 3, 2026,

Mr. Rozenbaum was named as the permanent Chief Executive Officer of the Company.

Change in Auditor

On September 28, 2026, the Company dismissed KPMG as the Company’s independent registered public accounting firm. and engaged Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC Israel”) as the Company’s new independent registered public accounting firm, beginning with the audit of the Company’s financial statements for the year ending December 31, 2026 and the review of the Company’s unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026. The engagement of PwC Israel was approved by the Audit Committee of the Board of Directors of the Company.

Impact of Macroeconomic Trends

Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.

Key Factors Affecting Operating Results

We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

Hardware sales

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.

Go to market

We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.

Seasonality

Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.

Components of Results of Operations

Revenue

The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.

Cost of revenue

Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.

Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams’ provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.

Gross profit and gross margin

Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:

•

Market conditions and competition that may impact our pricing;

•

Product mix changes between our printer product lines and consumables trends;

•

The impact of global supply chain disruptions on the cost to both procure materials and ship materials and finished goods;

•

Growth in the number of customers utilizing our additive manufacturing products and changes in customer utilization rates, which affects sales of our consumable materials and may result in excess or obsolete inventories;

•

Our cost structure for manufacturing operations, including the extent to which we utilize contract manufacturers compared to in-house manufacturing, the ability to achieve economies of scale in our purchase volumes, and any impacts to changes in our manufacturing on our product warranty obligations; and

•

Our ability to directly monetize the capabilities of our software solutions in the future.

We expect our gross margins to fluctuate over time, depending on the factors described above.

Research and development

Our research and development expenses consist of payroll and related expenses, share-based compensation expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.

Sales and marketing

Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based compensation expenses, facilities costs, and other demand generation services.

General and administrative

General and administrative expenses consist of payroll and related expenses for our executive leadership and finance, human resources and IT departments, professional services, share-based compensation expenses, legal fees, transaction costs, depreciation, travel expenses, office expenses, facilities costs as well as other general and administrative expenses.

Restructuring and other

Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiaries, or sale of business assets that do not meet the definition of discontinued operations.

Desktop Metal litigation

Desktop Metal litigation expenses include the costs incurred by the Company related to litigation brought against the Company by Desktop Metal prior to the acquisition. On December 16, 2024, Desktop filed a lawsuit against the Company in the Delaware Court of Chancery alleging that we failed to use our reasonable best efforts to obtain regulatory approval in connection with the Merger Agreement entered into on July 2, 2024, or Merger Agreement. We brought counterclaims against Desktop in connection with its obligations under the Merger Agreement, including its obligations to operate its business in the ordinary course and not to experience a bankruptcy. On December 31, 2024, Desktop filed an additional lawsuit in the Delaware Court of Chancery seeking to enjoin the Company and Markforged from consummating the acquisition of Markforged before we consummated the merger with Desktop. In that lawsuit, Desktop alleged that if the acquisition of Markforged were to be consummated before the merger with Desktop, it would violate the terms of the Merger Agreement. The court consolidated the Markforged action with Desktop’s initial suit. These claims proceeded through discovery and to trial in the Delaware Court of Chancery. On March 24, 2025, the Delaware Court of Chancery ruled in Desktop’s favor and ordered the Company to proceed to close the Desktop transaction. On April 2, 2025, the parties finalized the transaction and filed a stipulation of dismissal in the Delaware Court of Chancery.

Impairment losses

Consists of impairment expenses related to the impairment of goodwill, right-of-use assets, disposal of property, plant, and equipment, and intangible assets.

Gain (loss) on investment in marketable equity securities

Consists of the revaluation of our investment in Stratasys, which is measured at fair value.

Finance income

Finance income includes bank interest earned on deposits, exchange rate differences, revaluation of financial assets and liabilities through profit and loss.

Finance expense

Finance expense includes exchange rate differences, revaluation of financial assets and liabilities through profit and loss, revaluation of government grant liabilities, and interest related to the Continuous Composites settlement that will accrete $1.8 million of interest over the remaining payment term.

Income tax expense

We have historically recorded an immaterial income tax expense each year since our inception due to ongoing operating losses.

Fiscal Year 2025 Acquisitions and Subsequent Bankruptcy

On April 2, 2025, we acquired Desktop Metal, a provider of industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding our customer base and global market presence across key industries. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and all income producing assets were sold in the third quarter of 2025. The purchase price of Desktop Metal was $180.3 million. The acquisition was funded through available cash.

The consolidated statements of operations and comprehensive loss includes impairment of the asset group of $139.4 million and loss from operations of $53.9 million for the period of acquisition through the date that the bankruptcy plan was approved, which are both included within net loss from discontinued operations.

On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to

bring industrial production to the point of need on the factory floor. Taking control of Markforged was expected to enable us to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we entered into a definitive agreement to sell MarkForged Inc. to Stratasys Ltd. The transaction is expected to close in the forth quarter of 2026, subject to regulatory approvals and customary closing conditions.

Critical Accounting Policies and Estimates

A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results of operations and requires management’s subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Recent accounting pronouncements

Refer to Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the recent accounting pronouncements that we have adopted and have not yet adopted.

Results of Operations

Comparison of the three months ended September 30, 2026 and 2025

Revenue and Net Loss

The following table presents consolidated revenue and net loss:


	Three months ended September 30,
(in thousands, except percentages)	2026			2025			$ change			% change
Revenue:
Product	$	26,230		$	20,199		$	6,031			30	%
Service		5,685			6,685			(1,000	)		(15	)%
Total revenue		31,915			26,884			5,031			19	%
Cost of revenue:
Product		14,197			15,187			(990	)		(7	)%
Service		3,277			3,553			(276	)		(8	)%
Total cost of revenue		17,474			18,740			(1,266	)		(7	)%
Gross profit		14,441			8,144			6,297			77	%
Research and development		4,914			8,530			(3,616	)		(42	)%
Sales and marketing		7,882			10,097			(2,215	)		(22	)%
General and administrative		33,620			14,210			19,410			137	%
Restructuring and other		5,815			2,021			3,794			188	%
Desktop Metal litigation		—			693			(693	)		(100	)%
Impairment losses		1,190			5,721			(4,531	)		(79	)%
Total operating loss		(38,980	)		(33,128	)		(5,852	)		18	%
Gain on investment in marketable equity securities		(2,424	)		(2,617	)		193			(7	)%
Other expense, net		(167	)		(150	)		(17	)		11	%
Finance income		3,137			6,674			(3,537	)		(53	)%
Finance expense		(245	)		(258	)		13			(5	)%
Loss before income taxes		(38,679	)		(29,479	)		(9,200	)		31	%
Income tax expense (benefit)		(24	)		24			(48	)		(200	)%
Net loss from continuing operations		(38,655	)		(29,503	)		(9,152	)		31	%
Net loss from discontinued operations, net of income tax of nil		—			(23,502	)		23,502			(100	)%
Net loss		(38,655	)		(53,005	)		14,350			(27	)%

Total revenue increased $5.0 million due to Surface Mount Technology ("SMT") product line revenue increasing $6.0 million. During the three months ended September 30, 2025, demand was negatively impacted by tariff uncertainty. This increase was partially offset by the sale of AME in the second quarter of 2026 of $1.4 million.

Cost of revenue decreased $1.3 million, of which, $3.6 million is the decrease in inventory step-up amortization and intangible asset amortization from purchase accounting. This decrease was partially offset by the sale of AME in the second quarter of 2026. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.

Research and development expense decreased $3.6 million, primarily due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

Sales and marketing expense decreased $2.2 million largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

General and administrative expense increased $19.4 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. This was partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

Restructuring and other expense increased $3.8 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.

We incurred $0.7 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended September 30, 2025 that did not recur in the three months ended September 30, 2026.

The impairment loss in the third quarter of 2026 related to asset impairment of the Markforged Sweden legal entity property, plant and equipment. The impairment loss in the third quarter of 2025 related to partial impairment of the right-of-use asset of Nano's corporate headquarters, 60 Tower Road.

Gain (loss) on Investment in Marketable Equity Securities

The loss on investment in marketable equity securities for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.

Finance Income and Expense

We recognized net financial income of $2.9 million for the three months ended September 30, 2026 compared to $6.4 million for the three months ended September 30, 2025 a decrease of $3.5 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.

Net Loss from Discontinued Operations

Desktop Metal was deconsolidated in the third quarter of 2025 following the Chapter 11 bankruptcy filing. This led to the consolidation of losses from discontinued operations during the period of $10.6 million and a loss from deconsolidation of $12.9 million.

Comparison of the nine months ended September 30, 2026 and 2025

Revenue and Net Loss

The following table presents consolidated revenue and net loss:


	Nine months ended September 30,
(in thousands of U.S. dollars, except percentages)	2026			2025			$ change			% change
Revenue:
Product revenue	$	73,142		$	51,942		$	21,200			41	%
Service revenue		17,461			15,180			2,281			15	%
Total revenue		90,603			67,122			23,481			35	%
Cost of revenue:
Product		41,605			38,678			2,927			8	%
Service		9,136			7,416			1,720			23	%
Total cost of revenue		50,741			46,094			4,647			10	%
Gross Profit		39,862			21,028			18,834			90	%
Research and development		18,903			22,588			(3,685	)		(16	)%
Sales and marketing		25,979			25,648			331			1	%
General and administrative		61,741			41,985			19,756			47	%
Restructuring and other		15,706			7,049			8,657			123	%
Desktop Metal litigation		—			32,008			(32,008	)		(100	)%
Impairment losses		41,578			8,406			33,172			395	%
Total operating loss		(124,045	)		(116,656	)		(7,389	)		6	%
(Loss) gain on investment in marketable equity securities		(3,587	)		22,396			(25,983	)		(116	)%
Other expense, net		(175	)		(206	)		31			(15	)%
Finance income		13,550			28,697			(15,147	)		(53	)%
Finance expense		(738	)		(521	)		(217	)		42	%
Loss before income taxes		(114,995	)		(66,290	)		(48,705	)		73	%
Income tax benefit		126			123			3			2	%
Net loss from continuing operations		(115,121	)		(66,167	)		(48,954	)		74	%
Net loss from discontinued operations, net of income tax of nil		—			(193,263	)		193,263			(100	)%
Net loss		(115,121	)		(259,430	)		144,309			(56	)%
Less: Net loss attributable to non-controlling interests		—			(323	)		323			(100	)%
Net loss attributable to common shareholders	$	(115,121	)	$	(259,107	)	$	143,986			(56	)%

Total revenue increased $23.5 million, primarily attributable to the inclusion of three quarters of Markforged versus two in 2025, and an increase in SMT product line revenue of $12.3 million. During the nine months ended September 30, 2025, international demand was negatively impacted by tariff uncertainty. This increase in revenue was partially offset by a decrease due to the sale of the product line of AME of $2.6 million.

Cost of revenue increased $4.6 million. This was offset by a decrease in inventory step-up amortization and intangible asset amortization from purchase accounting and cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume of the Markforged and SMT product lines.

Research and development expense decreased $3.7 million due to lower payroll costs due to lower headcount from organizational synergies and divestments.

Sales and marketing expense increased $0.3 million due primarily to the acquisition of Markforged that was offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.

General and administrative expense increased $19.8 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. The increases in expense were partially offset by lower payroll costs due to lower headcount from organizational synergies and divestments.

Restructuring and other expense increased $8.7 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.

We incurred $32.0 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the nine months ended September 30, 2025 that did not recur in the nine months ended September 30, 2026.

Impairment losses increased $33.2 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million and asset impairment at Markforged Sweden of $1.2 million. The impairment loss in 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office, and partial impairment of the 60 Tower headquarters.

(Loss) Gain on Investment in Marketable Equity Securities

Loss on investment in marketable equity securities for the nine months ended September 30, 2026 was a loss of $3.6 million compared to a gain of $22.4 million for the nine months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.

Finance Income and Expense

We recognized net financial income of $12.8 million for the nine months ended September 30, 2026 compared to $28.2 million for the nine months ended September 30, 2025, a decrease of $15.4 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.

Net Loss from Discontinued Operations

We incurred a loss from discontinued operations of $193.3 million for the nine months ended September 30, 2025 due to the full impairment of the Desktop Metal asset group of $139.4 million. In addition, losses from discontinued operations for the nine months ended September 30, 2025 were $41.0 million and a loss on deconsolidation was recognized for $12.9 million.

Liquidity and Capital Resources

Overview

Since our inception through September 30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of September 30, 2026, we held $314.9 million in cash and cash equivalents.

Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations, and other accrued obligations, including the $14.7 million settlement payable to Murchinson. We are also subject to ongoing payment obligations. For example, pursuant to the Continuous Composites Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations. Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased 5,862,810 ADSs in the open market at an average price of $1.46 per share, for an aggregate purchase price of $8.6 million.

The table below presents our cash flows:


	Nine months ended September 30,
(in thousands)	2026			2025
Cash flows used in operating activities	$	(55,082	)	$	(58,534	)
Cash flow from (used in) investing activities		170,164			64,845
Cash flow used in financing activities		(11,193	)		(5,161	)
Net cash used in discontinued operations		—			(22,373	)
Effect of exchange rate fluctuations on cash		5,997			3,821
Net increase (decrease) in cash, cash equivalents and restricted cash	$	109,886		$	(17,402	)

Operating Activities

Net cash used in operating activities of $55.1 million during the nine months ended September 30, 2026 was primarily used for payment of the termination of the 60 Tower lease of $13.0 million, payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.

Net cash used in operating activities of $58.5 million during the nine months ended September 30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.

Investing Activities

Net cash from investing activities of $170.2 million during the nine months ended September 30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.

Net cash used in investing activities of $64.8 million during the nine months ended September 30, 2025 due to the purchases of Desktop Metal and Markforged in April 2025, partially offset by the change in bank deposits used to finance the acquisitions.

Financing Activities

Net cash used in financing activities of $11.2 million during the nine months ended September 30, 2026 was mainly due to repurchase of our ADSs.

Net cash used in financing activities of $5.2 million during the nine months ended September 30, 2025 was mainly due to repurchase of our ADSs.

Discontinued Operations

Net cash used in discontinued operations is related to the activity of Desktop Metal for the period from acquisition in April 2025

until deconsolidation in July 2025.

Share Repurchase

In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During the three and nine months ended September 30, 2026 and 2025, 7,022,529 and 3,513,549 ordinary shares were repurchased under the $150 million Repurchase Plan, respectively.

Current Outlook

To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.

We believe we will continue to incur operating losses and negative cash flows in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months and into 2027.

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including, but not limited to:

•

our continued efforts to explore strategic alternatives;

•

the progress and costs of our research and development activities;

•

the progress of commercial sales of our products;

•

the costs of manufacturing our products;

•

the costs of filing, prosecuting, enforcing and defending patent claims, intellectual property rights and other legal claims;

•

the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and

•

the magnitude of our general and administrative expenses.

Non-GAAP Metrics

EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.

Adjusted EBITDA and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above,

should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.

EBITDA, Adjusted EBITDA, and Adjusted gross profit can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, however, we may incur such expenses in the future, which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.

The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:


	Three months ended September 30,						Nine months ended September 30,
(In thousands)	2026			2025			2026			2025
Net loss from continuing operations	$	(38,655	)	$	(29,503	)	$	(115,121	)	$	(66,413	)
Income tax expense		(24	)		24			126			123
Depreciation and amortization		4,651			2,516			8,786			5,026
Interest expense		220			244			663			428
Interest income		(3,301	)		(4,880	)		(10,757	)		(20,133	)
EBITDA (loss)		(37,109	)		(31,599	)		(116,303	)		(80,969	)
Finance (income) expenses from revaluation of assets and liabilities		2,422			2,617			3,584			(22,375	)
Exchange rate differences		163			(1,776	)		(2,795	)		(8,500	)
Share-based compensation expense		611			1,373			4,409			3,018
Desktop Metal litigation related expenses		—			693			—			32,008
Desktop Metal and Markforged transaction related expenses		—			770			614			10,591
Restructuring and other		5,815			2,021			15,706			7,049
Impairment losses		1,190			5,721			41,578			8,406
Acquisition inventory step-up amortization		—			3,603			616			7,452
Litigation, settlements, and contingencies		22,135			—			25,702			—
Adjusted EBITDA (loss)	$	(4,773	)	$	(16,577	)	$	(26,889	)	$	(43,320	)

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.

Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes to our market risk exposures since December 31, 2025. For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk”, included in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 31, 2026.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In April 2025, we completed our acquisitions of Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding Corporation (“Markforged”) (collectively the “Acquisitions”). In July 2025, we disposed of Desktop Metal. We are in the process of evaluating the existing controls and procedures of Markforged and integrating Markforged into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded Markforged from our evaluation of the internal control over financial reporting. The excluded business, excluding goodwill and intangible assets of $40.3 million and $19.4 million which are included in the scope of the assessment, constituted approximately 15% of total assets and 53% of revenues as of and for the year ended December 31, 2025.

Based on this assessment, our CEO and CFO concluded that the Company did not maintain sufficient resources with an appropriate level of accounting knowledge, training and experience in the accounting for business combinations and discontinued operations to fulfill our responsibilities with respect to internal control over financial reporting. As a result, we did not design and operate effective process level control activities related to the accounting and disclosure for the Acquisitions, including valuation of certain acquired intangible assets, and discontinued operations of Desktop Metal.

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above. We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2026. The remediation efforts include:

•

Enhancing our risk assessment process to identify and assess risks of material misstatement and to ensure controls are designed and implemented to respond to those risks;

•

Engaging additional third-party personnel and/or hiring additional competent and qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements; and

•

Training of new personnel and existing personnel in new roles on proper execution of designed control procedures.

The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

Changes in Internal Control over Financial Reporting

Except for the remediation changes that are being implemented, as described above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes of these legal proceedings, these actions, in the aggregate, could have a material adverse impact on our financial position, results of operations or liquidity. A description of our legal proceedings is included in "Item 1. Financial Statements, Note 12. Commitments and Contingencies," and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, which could materially affect our business, financial condition, results of operations and prospects. Except as set forth below, there have been no material changes to the Company’s risk factors since that Annual Report on Form 10-K.

Recent changes in our board of directors, including a change in control, and in our senior management may disrupt our operations and adversely affect our business.

We have recently experienced significant changes in our board of directors and senior management. On July 17, 2026, we entered into the Agreement with Murchinson. Under the Agreement, four of our directors resigned, including our then Chief Executive Officer, and three new directors were appointed to our board of directors. As a result of these resignations and appointments, a change in control of the Company occurred on July 17, 2026. On July 21, 2026, a member of our board of directors was appointed as our Interim Chief Executive Officer, and on August 16, 2026, our board of directors appointed an additional director. These changes may result in the loss of institutional knowledge, disruption to our operations and challenges in executing our business strategy. Our reconstituted board of directors and new management team may change our strategy, priorities or capital allocation (including the use of our cash resources and our share repurchase program), or the outcome of our ongoing review of strategic alternatives, and those changes may not be successful. The transition of responsibilities to new or existing personnel may take longer or require more resources than anticipated, and there can be no assurance that new or remaining personnel will be able to perform their roles effectively. Changes in management may also affect employee morale, productivity and relationships with customers, suppliers and other business partners. If we are unable to successfully manage these transitions, or if additional changes occur, our business operations, financial condition, results of operations and ability to achieve our strategic objectives could be materially and adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a) and (b) None.

(c)

Issuer Purchases of Equity Securities

During the three months ended September 30, 2026, the following equity securities were purchased as part of our $150 million Repurchase Plan, described below, and by affiliated purchasers:


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Plans or Programs
July 1-31, 2026							$	125,144,432.23
August 1-31, 2026		1,703,134	$	1.57		1,703,134	$	122,475,176.45
September 1-30, 2026		5,319,395	$	1.57		5,319,395	$	114,137,635.76
Total		7,022,529	$	1.57		7,022,529

In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. All repurchases made during the three months ended September 30, 2026 were made pursuant to the $150 million Repurchase Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(c)

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. Exhibits

The exhibits filed with or incorporated into this Quarterly Report are listed below.


Exhibit		Description
10.1		Confidential Settlement Agreement and Release, dated October 19, 2026, between Dimension, Ltd. and Murchinson Ltd.

10.2		Settlement Agreement, dated July 17, 2026, by and among Nano Dimension Ltd., and Murchinson Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2026).

31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith.

31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith.

32.1*+		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, furnished herewith.

32.2*+		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbases document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.

+ This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Nano Dimension Ltd.

Date: November 5, 2026	By:	/s/ Moshe Rozenbaum
		Moshe Rozenbaum
		Chief Executive Officer (Principal Executive Officer)

Date: November 5, 2026	By:	/s/ John Brenton
		John Brenton
		Chief Financial Officer (Principal Financial and Accounting Officer)

Nano Dimension - 10-Q quarterly report FY2026 Q3

Note 1 – Description of Business

Note 2 - Summary of Significant Accounting Policies

Note 3 - Allowance for credit losses

Note 4 – Other current assets

Other current assets consist of the following:

Note 5 – Inventory

Inventory consists of the following:

Note 6 – Property, plant and equipment, net

Note 7 – Goodwill and Intangible Assets

Note 8 – Acquisitions and Divestitures

Fiscal 2025 Activity

Note 9 – Accrued liabilities

Accrued liabilities consist of the following:

Note 10 – Equity

Note 11 – Revenue

Note 13 – Income Tax

Note 14 – Segments

Note 15 – Net Loss Per Share

Note 16 – Related Party Transactions

Note 17 – Subsequent Events

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