Nano Dimension Ltd. SEC Filings

Nano Dimension Ltd. (NNDM) reported that Eliezer Eli Tarlow has become an insider, filing an initial ownership report on Form 3 as a director of the company. The filing lists no reportable share or derivative holdings and notes an attached Exhibit 24 described as a Power of Attorney.

Nano Dimension Ltd. (NNDM) had a Form 3 filed for Fruchthandler Pinchos, who is identified as a director of the company. This is an initial statement of beneficial ownership of securities. The filing reports no transactions, no derivative positions and no share holdings at this time.

Nano Dimension Ltd. (NNDM) has a significant shareholder group led by Tang Capital Management, LLC and Kevin Tang reporting passive ownership on a Schedule 13G. The reporting persons together beneficially own 19,232,538 American Depository Shares (ADSs), each representing one Ordinary Share, representing 9.1% of the Ordinary Shares.

The group reports 0 shares with sole voting or dispositive power and 19,232,538 shares with shared voting and shared dispositive power. The filing is made under Rule 13d-1(h) to reflect that the securities are no longer held with a purpose or effect of changing or influencing control of Nano Dimension.

Nano Dimension Ltd. appointed Nadav Kidron to its Board of Directors as a Class II director effective August 16, 2026, with a term expiring at the 2026 annual meeting of stockholders and until a successor is elected and qualified. The Board determined that he qualifies as an independent director under applicable Nasdaq rules, and he will serve on both the Audit Committee and Compensation Committee.

Kidron is President, Chief Executive Officer, director and Chairman of Oramed Pharmaceuticals Inc. and holds additional board roles at several life sciences and medical technology companies. He will be compensated under Nano Dimension’s standard non-employee director arrangements, and the company will enter into an indemnification agreement with him similar to those of other directors. Separately, a 30-day exclusivity period under a non-binding term sheet with Infinite Epigenetics, Inc. expired on July 15, 2026, and the parties have not reached terms for a definitive agreement.

Nano Dimension Ltd. reported second quarter 2026 revenue of $29.0 million, up 12.1% from $25.8 million, with GAAP gross margin improving to 45.9% from 27.3%. Net loss from continuing operations narrowed to $6.8 million, and Adjusted EBITDA loss from continuing operations improved to $9.6 million. Cash, cash equivalents, deposits, restricted deposits and marketable equity securities totaled $433.3 million as of June 30, 2026.

The company advanced a strategic plan to reduce cash burn and simplify its portfolio. It agreed to sell MarkForged, Inc. to Stratasys for $42.5 million in cash and expects this, together with other strategic actions, to reduce annualized cash burn by approximately $25 million. Nano Dimension also sold its AME and Fabrica product lines for consideration of up to $12.5 million and terminated its headquarters lease, a step expected to eliminate about $38 million of future lease costs and yield roughly $25 million of cumulative net cash savings. Leadership and board changes accompanied these actions, and full year 2026 guidance has been suspended.

Tang Capital Management, Kevin Tang, and affiliated entities filed an amended Schedule 13D on Nano Dimension Ltd., disclosing beneficial ownership of 16,715,812 ordinary shares7.9% of the company’s outstanding shares based on 210,506,899 shares outstanding as of June 23, 2026.

Since June 30, 2026, the reporting group has spent approximately $3.6 million to purchase 2,422,999 additional shares in open-market transactions in the ordinary course of business. Ownership is held across several Tang Capital entities, all sharing voting and dispositive power over their respective positions.

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

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

Nano Dimension Ltd. entered into a Settlement Agreement on July 17, 2026 with its directors and shareholder Murchinson Ltd., under which four directors (Robert Pons, David Stehlin, Dr. Joshua Rosensweig and Andrew Sriubas) resigned and three Murchinson-nominated directors (Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow) were appointed, resulting in a change in control of the company. Murchinson irrevocably withdrew its May 21, 2026 demand for an extraordinary general meeting, and the July 31, 2026 meeting was cancelled. The agreement also includes mutual releases, covenants not to pursue certain legal proceedings, and non-disparagement provisions.

In connection with the settlement, the departing directors’ resignations, including that of CEO David Stehlin, became effective immediately after execution and were stated not to be due to any disagreement over operations, policies or practices. On July 21, 2026, new director Moshe Rozenbaum, age 44 and a former VP – Corporate Development of Nano Dimension, was appointed Interim CEO. The board designated Fruchthandler and Tarlow as independent under Nasdaq rules, added both to the Audit and Compensation Committees, and appointed Mr. Borenstein as Chair of the Board.