### 8-K - 8-K
8-K
0001643303 nndm:AmericanDepositarySharesMember 2026-05-27 2026-05-27 0001643303 nndm:RightsToPurchaseAmericanDepositarySharesMember 2026-05-27 2026-05-27 0001643303 2026-05-27 2026-05-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 27, 2026
NANO DIMENSION LTD.
(Exact name of registrant as specified in its charter)
State of Israel
(State or Other Jurisdiction
of Incorporation)
001-37600
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52-0029109
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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60 Tower Road
Waltham , MA
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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( 866 ) 496-1805
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading
Symbol:
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Name of Each Exchange
on Which Registered:
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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)
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NNDM
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The Nasdaq Stock Market LLC
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Rights to Purchase American Depositary Shares , each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share
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NNDM
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The Nasdaq Stock Market LLC
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(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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item 8.01.
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Other Information.
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On May 27, 2026, Nano Dimension Ltd. issued a press release titled “Nano Dimension Announces Sale of MarkForged, Inc. to Stratasys,” a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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99.1
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Press Release issued by the registrant on May 27, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
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Nano Dimension Ltd.
(Registrant)
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Date: May 27, 2026
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By:
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/s/ John Brenton
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John Brenton
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Chief Financial Officer
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### EX-99.1 - EX-99.1
EX-99.1
2
nndm-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Nano Dimension Announces Sale of MarkForged, Inc. to Stratasys
Accelerating Progress Toward Unlocking and Maximizing Long-Term Shareholder Value
Transaction Expected to Reduce Annualized Cash Burn by Approximately $15 Million
WALTHAM, MASSACHUSETTS -- May 27, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”) today announced that it has entered into a definitive agreement to sell MarkForged, Inc. (“MarkForged”), a wholly owned subsidiary, to Stratasys Ltd. (NASDAQ: SSYS) (“Stratasys”) in an all-cash transaction valued at $42.5 million.
The transaction represents another major step in Nano Dimension’s previously announced three phase strategic plan, which is being executed in parallel, and further advances the Company’s Phase 3 progress toward maximizing long-term shareholder value. Phase 1 focuses on streamlining operations and reducing cash burn through efficiency initiatives and disciplined cost management. Phase 2 focuses on the monetization of product lines to simplify the business and strengthen the balance sheet. Phase 3 focuses on evaluating strategic alternatives to maximize long-term shareholder value and selecting the most compelling path forward.
The sale of MarkForged, Inc. is part of Phase 2 of our strategic plan. The transaction is expected to reduce annualized cash burn by approximately $15 million through a combination of direct and indirect operating cost savings, including certain costs not solely attributable to MarkForged. Nano Dimension will retain the Markforged Metal Binder Jetting product line.
“We are pleased to have reached an agreement with Stratasys that we believe positions MarkForged for continued growth and success under its ownership. This transaction represents a deliberate step in advancing Nano Dimension’s three phase strategic plan and accelerating Phase 3 execution,” said David Stehlin, Chief Executive Officer of Nano Dimension. “We have made meaningful progress across Phase 1 and Phase 2, including cost reductions, operational streamlining and multiple product line monetization actions. As Phase 3 continues to accelerate, we have recently advanced discussions with a focused set of strategic opportunities and potential partners aimed at maximizing long-term shareholder value.”
The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.
About Nano Dimension Ltd.
Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension Ltd. (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices. For more information, please visit https://www.nano-di.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding Nano’s strategic plan and focus on value to shareholders, the expected benefits of the transaction, the reduction in Nano’s annualized cash burn as a result of such sale, the expected timing of the closing of such sale and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are
not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.
Contacts:
Investors: Purva Sanariya
Director, Investor Relations
ir@nano-di.com
Media: Samuel Manning
Principal Manager, External Communications
press@nano-di.com