Nano Dimension Ltd ADR 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the quarterly period ended June 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission File No.: 001-37600 NANO DIMENSION LTD. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated 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☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The number of shares of Registrant’s Ordinary Shares outstanding as of August 5, 2026 was 210,839,011. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included or incorporated by reference in this Quarterly Report on Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,”“estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statementsare identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies,statements that contain projections of results of operations or of financial condition, expected capital needs and expenses,statements relating to the research, development, completion and use of our products, and all statements (other than statements ofhistorical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or mayoccur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have basedthese forward-looking statements on assumptions and assessments made by our management in light of their experience and theirperception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated inthese forward-looking statements include, among other things: •the outcome of the independent process now being conducted to evaluate strategic alternatives;•the transformation of our business resulting from the change in our management and board;•changes in our strategy;•the impact of competition and new technologies;•the overall global economic environment;•geopolitical tensions and political events, including the ongoing war between Ukraine and Russia and the conflict in theMiddle East, including the ongoing war between Iran and Israel and Iran and the U.S.;•projected capital expenditures and liquidity;•litigation; and•those factors referred to in “PART I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” as well as in this Quarterly Report on Form 10-Q generally. Readers are urged to carefully review and consider the various disclosures made throughout this Quarterly Report on Form 10-Qwhich are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results ofoperations and prospects. You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Quarterly Report onForm 10-Q are made as of the date hereof, and we undertake no obligation t