Nano Dimension Ltd.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001193125-26-338523
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449911
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 8 previous paragraphs and 14 current paragraphs.
6 unchanged; 1 reworded; 7 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
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.
Current report
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.
Current report
(a) and (b) None.
Current report
Issuer Purchases of Equity Securities
Current report
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:
Current report
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.
Removed paragraphs (1)
Reworded paragraphs (1)
Previous wording
There have been no material changes to the Company's risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.
Current wording
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.