Nano Dimension Ltd ADR 2025年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Smaller reporting company☐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 Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ Based on the closing price as reported on the Nasdaq Capital Market, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates on June 30, 2025 (the last businessday of the Registrant’s most recently completed second fiscal quarter) was approximately $353.3 million. Ordinary Shares held by each executive officer and director and by each shareholder affiliated with adirector or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination forother purposes. The number of shares of Registrant’s Ordinary Shares outstanding as of March 20, 2026 was 207,986,287. TABLE OF CONTENTS INTRODUCTION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PART IITEM 1.Business.3ITEM 1A.Risk Factors.12ITEM 1B.Unresolved Staff Comments.29ITEM 1C.Cybersecurity.29ITEM 2.Properties.30ITEM 3.Legal Proceedings.31ITEM 4.Mine Safety Disclosures.32PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.32ITEM 6.Reserved.33ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations.33ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk.45ITEM 8.Financial Statements and Supplementary Data.46ITEM 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.46ITEM 9A.Controls and Procedures.46ITEM 9B.Other Information.47ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.47PART IIIITEM 10.Directors, Executive Officers and Corporate Governance.48ITEM 11.Executive Compensation.54ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.64ITEM 13.Certain Relationships and Related Transactions, and Director Independence.66ITEM 14.Principal Accountant Fees and Services.67PART IVITEM 15.Exhibits, Financial Statement Schedules.68 INTRODUCTION Our vision is to become the leader in digital manufacturing. We are changing the way the world designs and manufactures high-performance, high-value parts. We do this through innovating and providing industrial manufacturing solutions that are at the pinnacle ofmulti-disciplinary technology - combining hardware, software, and materials science. The solutions include industrial machin