Oramed (NNDM holder) lifts Nano Dimension stake to 7.2% and opposes proposed deal

Rhea-AI Filing Summary

Oramed Pharmaceuticals Inc. filed Amendment No. 2 to its Schedule 13D on Nano Dimension Ltd., updating its ownership and recent trading activity. Oramed reports beneficial ownership of 15,079,708 Ordinary Shares, representing 7.2% of Nano Dimension’s Ordinary Shares outstanding as of May 27, 2026.

Between May 13 and June 15, 2026, Oramed spent about $8.7 million buying an additional 6,336,565 Ordinary Shares in open-market transactions and entered into significant call and put option positions referencing millions of shares. Oramed states it has sole voting and dispositive power over its position.

Oramed also discloses that it is strongly opposed to Nano Dimension’s recently announced term sheet with Infinite Epigenetics to form an AI-powered preventive health and diagnostics company, and is evaluating its options regarding this proposed transaction.

Insights

Activist & governance analyst

Oramed grows to a 7.2% stake and publicly opposes Nano Dimension’s planned deal.

Oramed now holds 15,079,708 Nano Dimension Ordinary Shares, or 7.2% of the class based on 210,354,507 shares outstanding as of May 27, 2026. It also reports sizeable call and put option positions referencing additional shares.

The filing states Oramed is “strongly opposed” to Nano Dimension’s proposed transaction with Infinite Epigenetics to form an AI-powered preventive health and diagnostics company. This language signals potential shareholder activism, though specific intended actions are not detailed in the excerpt.

Future disclosures may clarify whether Oramed pursues board changes, alternative transactions, or continues to build its stake. For now, the combination of a 7.2% position and explicit opposition to a strategic deal indicates heightened governance tension at Nano Dimension.

Key Figures

Shares beneficially owned: 15,079,708 Ordinary Shares Ownership percentage: 7.2% of class Shares outstanding baseline: 210,354,507 Ordinary Shares +5 more

8 metrics

Shares beneficially owned 15,079,708 Ordinary Shares Oramed’s reported beneficial ownership of Nano Dimension

Ownership percentage 7.2% of class Based on 210,354,507 shares outstanding as of May 27, 2026

Shares outstanding baseline 210,354,507 Ordinary Shares Nano Dimension shares outstanding as of May 27, 2026

Recent share purchase spend $8,701,339 Open-market purchases from May 13 to June 15, 2026

Calls purchased notional 4,200,000 Ordinary Shares Aggregate underlying shares for calls bought on May 14 and June 15, 2026

Puts purchased notional 8,700,000 Ordinary Shares Aggregate underlying shares for puts bought; Item 3 disclosure

Put options exercised 1,325,000 Ordinary Shares Exercise of puts at $2.00, resulting in share sale on May 18, 2026

Option premium from sold puts $1,109,977 Aggregate proceeds from put options sold on May 14, 2026

Key Terms

Schedule 13D, beneficially owned, sole voting power, dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 2 to is filed by and on behalf of the Reporting Person to further amend the related to the Ordinary Shares"

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

beneficially owned financial

"The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13"

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

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 15,079,708.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"9 | Sole Dispositive Power 15,079,708.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

call options financial

"purchased call options referencing an aggregate of 4,200,000 Ordinary Shares"

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

put options financial

"purchased put options referencing an aggregate of 8,700,000 Ordinary Shares"

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

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

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

06/15/2026

(Date of Event Which Requires Filing of This Statement)

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

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

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Oramed Pharmaceuticals Inc.

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,079,708.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,079,708.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,079,708.00

12

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

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value NIS 5.00 per share
(b)	Name of Issuer: Nano Dimension Ltd.
(c)	Address of Issuer's Principal Executive Offices: 60 TOWER ROAD, WALTHAM, MASSACHUSETTS , 02451.
Item 1 Comment: This Amendment No. 2 to Schedule 13D is filed by and on behalf of the Reporting Person to further amend the Schedule 13D related to the Ordinary Shares, par value NIS 5.00 per share (the "Ordinary Shares") of Nano Dimension Ltd. (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission on January 29, 2026, as amended by Amendment No. 1 to Schedule 13D that was filed by the Reporting Person with the SEC on February 19, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: "In open market purchases from May 13, 2026, to June 15, 2026, the Reporting Person expended an aggregate of approximately $8,701,339 (excluding commissions) to acquire an aggregate of 6,336,565 Ordinary Shares in various open market transactions. In addition, in open market purchases on May 14, 2026, and June 15, 2026, the Reporting Person expended an aggregate of approximately $230,000 (excluding commissions) to purchase call options referencing an aggregate of 4,200,000 Ordinary Shares, as well as an aggregate of approximately $1,552,020 (excluding commissions) to purchase put options referencing an aggregate of 8,700,000 Ordinary Shares. The funds used for the purchase of the securities reported in this Schedule 13D were derived from the general working capital of the Reporting Person."
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "On June 15, 2026, the Issuer issued a press release announcing the signing of a term sheet with Infinite Epigenetics to form a publicly traded, AI-powered preventive health and diagnostics company (the "Proposed Transaction"). While the Reporting Person is evaluating all options available to it with respect to the Proposed Transaction, as an initial matter, the Reporting Person believes the Proposed Transaction is not in the best interests of the Issuer's shareholders and is strongly opposed to it."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: "(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover pages hereto. The percentage reported in Item 13 on the cover pages hereto is based upon 210,354,507 Ordinary Shares of the Issuer outstanding as of May 27, 2026, according to the Schedule 14A filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on June 5, 2026."
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: "Number of shares as to which the Reporting Person has (i) sole power to vote or direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or direct the vote See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto."
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: "(c) Other than as set forth in Item 3, Item 6, and on Annex A of this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less."
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: "The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. On May 14, 2026, the Reporting Person engaged in the following transactions: (i) sold call options for an aggregate of approximately $702,985 (excluding commissions) referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on November 20, 2026; (ii) purchased call options referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on May 15, 2026; (iii) purchased put options referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026; and (iv) sold put options for an aggregate of approximately $1,109,977 (excluding commissions) referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on May 15, 2026. On May 18, 2026, the Reporting Person exercised put options referencing an aggregate of 1,325,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share, resulting in the sale of 1,325,000 Ordinary Shares. On June 15, 2026, the Reporting Person engaged in the following transactions: (i) sold call options for an aggregate of approximately $699,985 (excluding commissions) referencing an aggregate of 3,500,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on November 20, 2026, and purchased call options referencing an aggregate of 350,000 Ordinary Shares, having the same exercise price and expiration; (ii) sold call options for an aggregate of approximately $63,748 (excluding commissions) referencing an aggregate of 1,500,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026, and purchased call options referencing an aggregate of 150,000 Ordinary Shares, having the same exercise price and expiration; and (iii) purchased put options referencing an aggregate of 5,000,000 Ordinary Shares, having an exercise price of $1.00 per Ordinary Share and expiring on August 21, 2026, and sold put options for an aggregate of approximately $44,999 (excluding commissions) referencing an aggregate of 500,000 Ordinary Shares, having the same exercise price and expiration."
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Annex A

SIGNATURE

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

Oramed Pharmaceuticals Inc.

Signature:	/s/ Avraham Gabay
Name/Title:	Avraham Gabay, Chief Financial Officer
Date:	06/17/2026

FAQ

What ownership stake in Nano Dimension does Oramed Pharmaceuticals report in this 13D/A?

Oramed reports owning 15,079,708 Nano Dimension Ordinary Shares, representing 7.2% of the class. This percentage is based on 210,354,507 Ordinary Shares outstanding as of May 27, 2026, according to Nano Dimension’s Schedule 14A filed on June 5, 2026.

How much did Oramed spend recently buying Nano Dimension shares?

Oramed states it spent approximately $8,701,339 (excluding commissions) to acquire 6,336,565 Nano Dimension Ordinary Shares in open-market purchases from May 13, 2026, to June 15, 2026. The funds came from Oramed’s general working capital, according to the filing.

What options positions related to Nano Dimension does Oramed disclose?

Oramed reports buying call options referencing 4,200,000 Ordinary Shares for about $230,000 and buying put options referencing 8,700,000 Ordinary Shares for about $1,552,020. It also details multiple option sales and exercises on specific dates with defined strike prices and expirations.

What is Oramed’s view of Nano Dimension’s proposed Infinite Epigenetics transaction?

Oramed states it is evaluating all options regarding the proposed deal with Infinite Epigenetics but “believes the Proposed Transaction is not in the best interests” of shareholders and is “strongly opposed to it.” This opposition is explicitly disclosed in Item 4.

Does Oramed have sole voting and dispositive power over its Nano Dimension shares?

Yes. Oramed reports sole voting power over 15,079,708 Ordinary Shares and sole dispositive power over the same number. It reports zero shared voting and shared dispositive power, indicating exclusive control over these securities.

On what share count does the 7.2% Nano Dimension ownership figure rely?

The 7.2% ownership is calculated using 210,354,507 Nano Dimension Ordinary Shares outstanding as of May 27, 2026. That share count comes from Nano Dimension’s Schedule 14A filed with the SEC on June 5, 2026, as cited in the filing.