NNDM News & Events

Nano Dimension (NNDM) announced the sale of its additively manufactured electronics product line and its previously discontinued Fabrica product line to Inspira Technologies (IINN). The total consideration payable to the company in connection with the transaction is up to $12.5M, consisting of a $2M upfront cash payment, and up to $10.5M of deferred payments tied to the future performance of the product lines over the next twelve months. Inspira has assumed operational control of the product lines effective immediately. Completion of the transaction remains subject only to the receipt of customary regulatory approvals. Nano Dimension will continue to evaluate strategic alternatives. The company will update its 2026 financial guidance on its first quarter 2026 earnings call.

Nano's Board of Directors continues to advance its previously announced strategic alternatives review process. This process is progressing in-line with the Company's stated plan and remains focused on evaluating all options to maximize shareholder value. The Company will be providing additional updates on this process during its upcoming earnings call...As disclosed in the Form 12b-25, management identified a material weakness in internal control over financial reporting primarily related to resource limitations impacting accounting for and disclosure of business combinations and related valuation analyses. Management has not identified any errors in previously issued financial statements, has no indication that any restatement will be required, and believes that its 2025 results are materially correct. Management is actively implementing measures to strengthen its controls.As of January 1, 2026, Nano Dimension transitioned to U.S. domestic issuer reporting obligations after no longer qualifying as a foreign private issuer. This transition shortened the annual reporting deadline from 119 days to 75 days, significantly accelerating the timeline for the Company's first U.S. domestic Form 10-K filing. Additional work is required to finalize reporting and disclosures for the Company's 2025 acquisitions of Desktop Metal and Markforged. These efforts are aimed at ensuring accurate, complete, and transparent disclosure.

Nano Dimension has adopted a limited duration shareholder rights agreement. The Rights Agreement is designed to reduce the likelihood that any entity, person or group would gain control of, or exert significant influence over, Nano Dimension. The Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the company. Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13. Each right will allow its holder to purchase from Nano Dimension one ADS, at a purchase price of 1c per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 9.99% or more of Nano Dimension's outstanding ordinary shares in a transaction or transactions not approved by the Board. The rights under the Rights Agreement will expire on February 1, 2027. The Board continues to advance a strategic alternatives review process. The company expects to provide additional information on this process during its upcoming earnings call, to the extent updates are available.

Based on preliminary, unaudited results, the Company expects fourth quarter 2025 revenue to be in the range of $35.0 million to $35.5 million, exceeding the revenue guidance range of $31.5 million to $33.5 million provided on its November 19, 2025 earnings call.