NNDM 10-K & 10-Q changes, risk factors and insider trading

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $29.7$58.7 million and $14.4$40.2 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, and incurred net losses of $69.6$76.5 million, inclusive of $40.4 million of goodwill impairment, and $25.5$36.9 million, respectively, for those same periods. As of MarchJune 31,30, 2026, we had an accumulated loss of $1,040.6$1,047.3 million and cash, cash equivalents, bank deposits and marketable securities of $439.8$432.1 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.

Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiariessubsidiaries, or sale of business assets, that do not meet the definition of discontinued operations.

Gain (Lossloss) gain on investment in marketable equity securities

The condensed consolidated statements of operations and comprehensive loss for the yearthree and six months ended DecemberJune 31,30, 2025 includes impairment of the asset group of $139.4 million and loss from operations for the period of acquisition through theJune date30, that the bankruptcy plan was approved2025 of $53.9$30.4 million, which are both included within net loss from discontinued operations.

On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. Taking control of Markforged iswas expected to enable us to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we have entered into a definitive agreement to sell MarkForged to Stratasys Ltd. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Cost of revenue increaseddecreased $9.0$3.1 million, of whichwhich, $9.9 million was attributable to the acquisition of Markforged, $1.6 million cost of service revenue and $8.3 million cost of product revenue, of which $0.6$3.8 million is the impactdecrease ofin inventory step-up amortization and intangible asset amortization from purchase accounting. ThisCost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase wasin partiallycost offset by the costs associated with the reduction inof revenue due to the lowerincreased sales volumes for the Nano legacy businesses.volume.

Research and development expense increaseddecreased $2.3 million, ofprimarily which $2.7 million was attributabledue to the acquisition of Markforged. This increase was partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.synergies and divestments.

Sales and marketing expense increaseddecreased $4.0$1.5 million due primarily to the acquisition of Markforged which added $6.8 million, partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.synergies and divestments.

Restructuring and other expense increased $1.9$3.0 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. Offsetting the increase in related fees, the loss from sale of business assets was $1.3 million in the second quarter of 2026 versus $1.7 million from the loss of deconsolidation of subsidiaries in the second quarter of 2025.

We incurred $28.1$3.2 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended MarchJune 31,30, 2025 that did not recur in the three months ended MarchJune 31,30, 2026.

Impairment losses increased $39.2$37.7 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million. The impairment loss in the first quarter of 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec.Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office.

Loss on investment in marketable equity securities for the threesix months ended MarchJune 31,30, 2026 was a loss of $8.4$1.2 million compared to a gain of $8.7$25.0 million for the threesix months ended MarchJune 31,30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SYSS) over both periods.

We recognized net financial income of $3.2$9.9 million for the threesix months ended MarchJune 31,30, 2026,2026 compared to $7.6$21.8 million for the threesix months ended MarchJune 31,30, 2025, a decrease of $4.4$11.8 million. The decrease is primarily attributed to a decrease of in bank interest due to lower cash balances and interest rates.

Since our inception through MarchJune 31,30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of MarchJune 31,30, 2026, we held $355.3$349.1 million in cash and cash equivalents along with an additional $8.8 million in short-term unrestricted bank deposits.equivalents.

Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations.obligations, including the $13.0 million cash payment to exit the headquarters lease paid in the third quarter of 2026. We are also subject to ongoing payment obligations. For example, pursuant to the Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations.

Net cash used in operating activities of $7.1$31.0 million during the threesix months ended MarchJune 31,30, 2026 was primarily used for payment of payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.

Net cash used in operating activities of $7.5$50.6 million during the threesix months ended MarchJune 31,30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.

Net cash from investing activities of $157.5$170.5 million during the threesix months ended MarchJune 31,30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.

Net cash fromused in investing activities of $177.1$78.3 million during the threesix months ended MarchJune 31,30, 2025 wasdue to the purchases of Desktop Metal and Markforged in April 2025, partially offset ofby the change in our cash in bank deposits used to finance the purchase of Desktop Metal in April 2025.acquisitions.

Net cash used in financing activities was immaterial for the threesix months ended MarchJune 31,30, 2026 and 2025.