NNDM 20-F Report ended Dec. 31, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.: 001-37600

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of Israel

(Jurisdiction of incorporation or organization)

300 5^th Avenue

Suite 1010

Waltham

MA 02451

(Address of principal executive offices)

Ofir Baharav
Chief Executive Officer
300 5^th Avenue
Suite 1010
Waltham
MA 02451

+1 857-557-8022

ir@nano-di.com

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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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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.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

215,776,705 Ordinary Shares, par value NIS 5.00 per share, as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

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 Exchange Act during the preceding 12 months (or for such shorter period that 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 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, or an emerging growth company. See definition of large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 the Sarbanes 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 issued financial 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No ☒

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TABLE OF CONTENTS

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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 of multi-disciplinary technology - combining hardware, software, and materials science. The solutions include industrial machinery, such as those for additive manufacturing, surface-mount technology, industrial inkjet printing, along with software for design, simulation, and manufacturing management, as well as materials or consumables that are used by the machinery. Collectively, these solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.

Since January 2025, we have been going through a transformation under a new board of directors and with a new management team. This transformation includes a strategic assessment anchored in maintaining a robust capital base, while focusing on products and services based on innovative technology, with a growth outlook that can deliver robust financial results through improving financial margins in manufacturing, operations, supply chains and information systems, and building indispensable customer partnerships. This assessment will result in the continuation of certain products and services and the discontinuance of others.

We were incorporated under the laws of the State of Israel in December 1960. On March 7, 2016, American Depositary Shares, or ADSs, representing our Ordinary Shares, commenced trading on the Nasdaq under the symbol “NNDM.” Each one (1) ADS currently represents one (1) Ordinary Share. All descriptions of our ADS herein, including ADS amounts and per ADS amounts, are presented after giving effect to the ratio change.

Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Nano Dimension” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd., or GIS, a United Kingdom corporation, Nano Dimension Technologies Ltd., or Nano Tech, an Israeli corporation, Essemtec AG, or Essemtec and Nano Dimension Swiss GmbH, or Nano Swiss, Swiss corporations, Formatec Holding B.V., or Formatec Holding (which is in bankruptcy proceedings), Admatec Europe B.V., or Admatec (which is in bankruptcy proceedings), and Formatec Technical Ceramics B.V., or Formatec (which is in bankruptcy proceedings), Dutch corporations, Nano Dimension USA Inc., or Nano USA, a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH, or Nano Germany and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd., or Nano Australia, an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation, J.A.M.E.S. GmbH, a 50% held German corporation (which is in the process of liquidation), Desktop Metal Inc, or Desktop, a Delaware corporation, the subsidiaries of Desktop as listed in Exhibit 21.1 to the 10-K report filed by Desktop on March 15, 2024, Markforged Holding Corporation, or Markforged, a Delaware corporation, and the subsidiaries of Markforged as listed in Exhibit 21.1 to the 10-K report filed by Markforged on March 28, 2025.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekel. References to “Ordinary Shares” are to our Ordinary Shares, par value of NIS 5.00 per share. We report financial information under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.

In light of our recent acquisitions of Desktop and Markforged, both U.S.-based companies, as well as the appointment of certain executives and directors who will also be based in the U.S., we believe that as of June 30, 2025 (the determination date), we will no longer qualify as a foreign private issuer, and will become subject to the reporting requirements applicable to domestic registrants. However, for the remainder of 2025, we may continue to file or furnish reports using the forms and requirements applicable to foreign private issuers. Starting January 1, 2026, provided that we are no longer considered a foreign private issuer, we will be required to file reports using the forms and comply with the requirements prescribed for domestic registrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this annual report on Form 20-F 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 statements are 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 of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception 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 in these forward-looking statements include, among other things:

Readers are urged to carefully review and consider the various disclosures made throughout this annual report on Form 20-F which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this annual report on Form 20-F are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, the section of this annual report on Form 20-F entitled “Item 4. Information on the Company” contains information obtained from independent industry sources and other sources that we have not independently verified.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. [Reserved]

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer and the price of our ADSs could decline.

Summary of Risk Factors

Risks Related to Our Business and Industry

Risks Related to Our financial Condition and Capital Requirements

Risks Related to Our Intellectual Property

Risks Related to the Ownership of the ADSs or our Ordinary Shares

Risks Related to Israeli Law and Our Operations in Israel

General Risk Factors

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Risks Related to Our Business and Industry

Our strategic shift away from acquiring businesses towards a focus on identifying a pathway to improving our core business and executing its implementation may be unsuccessful.

Since the change in our management at the end of 2024, we have shifted our efforts away from growth through acquisition to increasing profitability in our current operations. Efforts to increase profitability in our current operations is a challenging process. We are reviewing every product group and individual product to determine if it aligns with our longer-term objectives. This review is very complex, involving multiple criteria and many members of our management team. As this process depends on anticipating future trends and/or building products that meet future needs, our expectations may not be accurate or effective, and ultimately, we may not achieve the results that we intend. Consequently, our efforts to achieve profitability may not be successful.

Additionally, a particular element of this process, may be the determination from time to time, that the focus on our revised strategy will require us to close or divest certain product groups or specific products, including those product groups or specific products developed and manufactured by the companies which we have recently acquired. Such closures or divestments can result in material disruptions to our business, employees, customers, and partners, which may have a material adverse effect on our operations and financial condition, and which may also not achieve the results intended in the longer term. In addition, our ability to retain or integrate assets or businesses of Desktop will be affected by the outcome of Desktop’s evaluation of its strategic alternatives and, if Desktop chooses to commence bankruptcy or insolvency proceedings, will be determined by the outcome of the bankruptcy or insolvency process and, depending on the outcome of these processes, may not be possible or may require additional expenditures or investments.

The U.S. trade tariffs implemented in 2025 may increase the costs of importing our products into the U.S. and increase our supply chain costs which could potentially reduce profit margins and affect our competitive position.

A material portion of our products is produced outside of the U.S. The U.S. trade tariffs implemented by President Trump may challenge us, particularly concerning the increased costs associated with importing our finished products into the U.S. The additional cost on goods imported to the U.S., as a result of the tariffs, would directly affect our profit margines when borne by us, or, when borne by our U.S. customers, would effectively lead to a higher purchase price for our customers. Such an increase could drive our customers to seek local alternatives that do not carry the tariff burden, potentially decreasing the demand for our products and affecting our market share. Furthermore, the uncertainty and volatility introduced by these tariffs complicate decision making, planning and forecasting for our customers as well as for us, making it difficult to predict future costs and financial outcomes accurately.

Additionally, the U.S. trade tariffs may challenge us in terms of increased supply chain costs. The tariffs will result in an immediate rise in expenses for any of our raw materials imported into the U.S., which depending on their state of origin, may be a very material increase, and as a result will directly affect our operational costs. This increase in costs may erode our profit margins, making it more difficult for us to maintain our competitive edge in the industry. Furthermore, the tariffs introduce a layer of uncertainty and volatility into our financial planning and forecasting.

The potential for further tariff changes or escalations could exacerbate these challenges, making it difficult to predict future costs and financial outcomes accurately.

We are subject to particular risks in light of our Interim National Security Agreements with the U.S. Government (CFIUS).

In connection with our acquisitions of each of Desktop and Markforged, we entered into two Interim National Security Agreements (the “Interim Agreements”) with the U.S. Government, represented by the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy, collectively acting as the Committee on Foreign Investment in the United States (“CFIUS”). The Interim Agreements, effective as of April 1 and April 24, 2025, include several requirements related to supply assurance, product integrity, protection of personal and technical information, and cybersecurity audits.

Consequently, we are subject to stringent compliance requirements through the Interim Agreements, which may impose operational constraints and require significant resources to ensure adherence. Failure to comply with the Interim Agreements could result in penalties, including fines or restrictions on business operations, which could adversely affect our financial condition and results of operations.

We are committed to fulfilling all obligations under the Interim Agreements. However, there can be no assurance that compliance with these agreements will not have a material adverse effect on the Company’s business, financial condition, or results of operations.

See Item 10C Additional Information – “Material Contracts” for additional information about the NSAs and the Interim Agreements.

Our operating results and financial condition may fluctuate.

Even if we are successful in introducing our products to the market, the operating results and financial condition of our company may fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many of which will not be within our control. If our operating results do not meet the information that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our ADSs will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including those listed below and those identified throughout this “Risk Factors” section:

Due to all of the foregoing factors, and the other risks discussed in this annual report on Form 20-F, you should not rely on quarter-to-quarter comparisons of our operating results as an indicator of our future performance.

The markets in which we participate are competitive. Our failure to compete successfully could cause any future revenues and the demand for our products not to materialize or to decline over time.

Given that we have a diverse portfolio of products, we compete for customers with a variety of manufacturers that fabricate specialty industrial products, including electronics and mechanical components. Our competitors usually have extensive track records and relationships within their respective domains. With regard to our electronics-oriented products our competitors are electronics design and manufacturing firms and/or other systems developers. For our mechanical oriented products, our competitors are parts manufacturers and/or other systems developers. In both domains, there are incumbents operating traditional technologies, as well as new entrants bringing disruptive technologies to the market. Many of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have greater financial, marketing, manufacturing, distribution and other resources than we have. Current and future competitors may be able to respond more quickly to new or emerging technologies and changes in end-user demands and to devote greater resources to the development, promotion and sale of their products than we can. Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to maintain a competitive position or to compete successfully against current and future sources of competition.

Defects in products could give rise to product returns or product liability, warranty or other claims that could result in material expenses, diversion of management time and attention, and damage to our reputation.

Even if we are successful in introducing our products to the market, our products may contain undetected defects or errors that, despite testing, are not discovered until after a product has been used. This could result in delayed market acceptance of those products, claims from distributors, end-users or others, increased end-user service and support costs and warranty claims, damage to our reputation and business, or significant costs to correct the defect or error. We may from time to time become subject to warranty or product liability claims that could lead to significant expenses as we need to compensate affected end-users for costs incurred related to product quality issues.

This risk of product liability claims may also be greater due to the use of certain hazardous chemicals used in the manufacture of certain of our products. In addition, we may be subject to claims that our additive manufacturing systems have been, or maybe, used to create parts that are not in compliance with legal requirements.

Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us to fail to retain or attract customers. Currently, we maintain product liability insurance. Our product liability insurance is subject to deductibles and there is no guarantee that such insurance will be available or adequate to protect against all such claims. Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations.

As the regulatory framework for AI technology evolves, our business, financial condition, and results of operations may be adversely affected.

Some of our products use AI technology. However, in recent years, use of these methods has come under increased regulatory scrutiny, and the regulatory framework for AI technology is evolving and remains uncertain. It is possible that new laws and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in new ways, that would affect the operation of our Industrial AI solutions business and the way in which we can sell AI based technologies. Specifically, such laws and regulations may limit our ability to use our AI models or require us to make changes to our operations that may decrease our operational efficiency, result in an increase to operating costs, or hinder our ability to improve our services. Further, the cost of complying with such laws, rules, or regulations could increase our operating expenses, which could adversely affect our business, financial condition, and results of operations.

If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted.

We purchase component parts and raw materials that are used in our products and services from third-party suppliers, some of whom may compete with us. While there are several potential suppliers of most of these component parts and raw materials that we use, we currently choose to use only one or a limited number of suppliers for several of these components and materials. Our reliance on a single or limited number of vendors involves a number of risks, including:

In addition, we require any new supplier to become “qualified” pursuant to our internal procedures. The qualification process involves evaluations of varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems and parts based on our internal forecasts and the availability of raw materials, assemblies, components and finished goods that are supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, component or raw material that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased production or related costs and consequently reduced margins, and damage to our reputation. If we were unable to find a suitable supplier for a particular component, material or compound, we could be required to modify our existing products or the end-parts that we offer to accommodate substitute components, material or compounds.

A change in operations at our manufacturing sites, such as discontinuation or disruption, could prevent us from timely filling customer orders and could lead to unforeseen costs for us.

We rely on a limited number of major production facilities, a disruption at any of those facilities could materially damage our ability to supply systems or consumable materials to the marketplace in a timely manner. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product shipments. Such disruptions may be caused by, among other factors, war, earthquakes, fire, flood and other natural disasters. Accordingly, any such disruption could result in a material adverse effect on our revenue, results of operations and earnings, and could also potentially damage our reputation.

Our international operations expose us to additional market and operational risks, and failure to manage these risks may adversely affect our business and operating results.

We derive a substantial percentage of our sales from international markets. Accordingly, we face significant operational risks from doing business internationally, including:

Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our business and adversely affect our operating results.

Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

We generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former employees or consultants developed while working for us. For example, Israeli courts have required employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s confidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be diminished.

We are subject to environmental laws due to the import and export of our products, which could subject us to compliance costs and/or potential liability in the event of non-compliance.

The export of our products internationally from our production facilities subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardous substances such as the U.S. Toxic Substances Control Act and the Registration, Evaluation, Authorization and Restriction of Chemical Substances. These laws and regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.

We cannot be certain that our business prospects will not be adversely affected by the termination or departure of several of our executive officers, which followed the change in our management. Additionally, our future success depends in part on our ability to attract, retain and motivate other qualified personnel.

A number of previous executives have been terminated or departed the Company, including: Yoav Stern, Chief Executive Officer, Zivi Nedivi, President, Nick Geddes, Senior Chief Technology Officer and Tomer Pinchas, Chief Financial Officer and Chief Operating Officer. In additional, several executives have departed from Desktop and Markforged. We cannot assure you that the loss of their experience and knowledge will not adversely affect our business prospects. Furthermore, while we have recruited Ofir Baharav as our new permanent Chief Executive Officer, Assaf Zipori as our new Chief Financial Officer, Julien Lederman as our new Chief Business Officer, should we be unable to recruit or retain high quality executives, this may adversely impact the achievement of our new business plan. Recruiting and retaining other qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success. We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate. The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives. There is no assurance that any equity or other incentives that we grant to our employees will be adequate to attract, retain and motivate employees in the future. Moreover, certain of our competitors or other technology businesses may seek to hire our employees.

Risks Related to Our Financial Condition and Capital Requirements

Although we generate revenues from the sale of our current products, we may never be profitable.

We experienced net losses in each year from our inception, including net losses of $96.9 million, $55.7 million, and $228.3 million for the years ended December 31, 2024, 2023, and 2022 respectively. Markforged and Desktop, the two companies that we recently acquired, and the results of which will be consolidated into our financial statements for 2025, also have a history of losses. We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. These investments may not result in increased revenue or growth in our business or enable us to achieve profitability.

In addition, as a public company, we incur significant additional legal, accounting and other expenses in order to comply with public company reporting and disclosure requirements. We will also incur additional legal, accounting and other expenses in connection with acquisitions and integration activities associated therewith. These increased expenditures may make it harder for us to achieve and maintain future profitability. Revenue growth and growth in our customer base may not be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Annual Report on Form 20-F, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, our losses may be larger than anticipated, we may incur significant losses in the foreseeable future, and we may not achieve profitability, and even if we do, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or securities analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition, and results of operations.

Previous mergers and acquisitions resulted in acquiring businesses that themselves were operating at a financial loss; and we may be unable to effectively mitigate those losses through post-merger integration and/or additional cost reductions measures and/or divestments.

Our recent acquisitions of Desktop and Markforged have resulted in substantial operating losses. In their 2023 and 2024 filings with the U.S. Securities and Exchange Commission, or SEC, Desktop highlighted several risks associated with its acquisitions, including its difficulties in combining operations and corporate functions of acquired companies, such as EnvisionTEC and ExOne. These challenges include aligning operating practices, employee programs, internal controls, and IT systems, which could adversely affect relationships with customers and employees. Desktop also acknowledged that its restructuring activities and cost-saving measures might not achieve the intended results, and expressed concerns about its negative cash flows and the potential inability to continue as a going concern without additional funding.

See Item 1A “Risk Factors – Risks Related to our Business and Industry” of Desktop’s Annual Report on Form 10K for the year ending December 31, 2023, filed with the SEC on March 15, 2024, for more information on the risks relating to Desktop’s operations.

See Item 1A Risk Factors – “Risks Related to our Business and Industry” and “Risks Related to the proposed merger with Nano Dimension Ltd.” of the Markforged 2024 Annual Report, for more information on the risks relating to Markforged’s operations.

These disclosures underscore the complexities and financial risks associated with integrating acquired companies in general and in particular the businesses of Desktop and Markforged. We may be unable to successfully reduce or eliminate these losses, which could materially and adversely affect our business, financial condition, and results of operations. The process of integrating acquired businesses into our operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention. In particular, the integration of acquired technologies with our existing products could cause delays in the introduction of new products. Our acquisitions involve numerous risks, including problems combining the acquired operations, technologies or products, unanticipated costs or liabilities, diversion of management’s attention, diverse effects on existing business relationships with suppliers and customers, risks associated with entering markets in which we have limited or no prior experience; and potential loss of key employees, particularly those of the acquired organizations.

Our ability to retain or integrate assets or businesses of Desktop or reduce the expenses or losses of Desktop’s business will be affected by the outcome of Desktop’s evaluation of its strategic alternatives and, if Desktop chooses to commence bankruptcy or insolvency proceedings, will be determined by the outcome of the bankruptcy or insolvency process. Depending on the outcome of these processes, integrating assets or businesses of Desktop or reducing the expenses or losses of Desktop’s businesses may not be possible or may require additional expenditures or investments.

Desktop lacks liquidity or financial commitments necessary to satisfy its significant liabilities

Desktop has limited liquidity and significant liabilities, including $115 million principal amount of outstanding convertible notes, incurred prior to our acquisition. As required by the governing indenture, Desktop has offered to repurchase the notes by June 11, 2025 at their principal amount plus accrued interest. Desktop does not currently have liquidity or a financing commitment sufficient to fund the repurchase or satisfy its other material liabilities. Following our acquisition, we provided limited financing to Desktop to help it address short-term liquidity needs and run a process to evaluate its strategic alternatives. No assurances can be given as to the outcome or timing of Desktop strategic review process or our consideration of whether or in what amount to provide additional financing.

Our non-financial assets may lead to significant impairments in the future.

We review our cash-generating units, or CGUs, for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of such CGUs may not be recoverable. In those cases, an impairment of our non-financial assets, including intangible assets and property, plant and equipment might be recognized. The amount of goodwill, intangible assets and property, plant and equipment on our consolidated balance sheet may increase following acquisitions or other collaboration agreements. Changes in market conditions or other changes in the future outlook of value may lead to significant impairments in the future.

We maintain our cash at financial institutions, some in balances that exceed federally insured limits.

A portion of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations. The FDIC took control of one such banking institution, Silicon Valley Bank, or SVB, on March 10, 2023 though we did not lose any assets due to this event. The FDIC also took control of Signature Bank on March 12, 2023, though we do not hold any accounts at this bank.

On March 13, 2023, the U.S. Federal Reserve announced that account holders would not bear the loss of SVB’s collapse and since that time, we have been able to make payments and move all of the funds held in SVB to other banks in the United States. Thus, we do not view the risk as material to our financial condition. However, as the FDIC continues to address the situation with SVB, Signature Bank and other similarly situated banking institutions, the risk of loss in excess of insurance limitations has generally increased. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments and may require us to move our accounts to other banks, which could cause a temporary delay in making payments to our vendors and employees and cause other operational inconveniences.

Failure to prevail in lawsuits in which we are involved may result in a reduction in our capital reserves and divert management attention.

We have been and continue to be involved in a number of lawsuits, which are at various stages of the litigation process. These lawsuits were filed by shareholders of the Company, including Murchinson Ltd., or Murchinson based on actions taken by our previous management, including with respect to certain corporate governance matters as well as in relation to the previous acquisition of DeepCube and the attempted acquisition of Stratasys Ltd. On November 21, 2024, the Tel Aviv Central Court ruled against us in relation to Murchinson’s right to convene a meeting of our shareholders. On December 11, 2024, Murchinson sent a letter in which it demanded that we reimburse its costs related to the shareholders meeting, including litigation costs, pursuant to section 64(b) of the Companies Law. Murchinson did not commence a legal proceeding in connection with this demand letter. If Murchinson will bring such a lawsuit against us, or if any of the holders of our Ordinary Shares or ADS were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our senior management could be diverted from the operation of our business. Any adverse determination in existing or new litigation could also subject us to significant liabilities.

Additionally, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

See Item 4 “Information on the Company – History and Development of the Company” and Item 8A “Financial Information- Consolidated Statements and Other Financial Information - Legal Proceedings” for a description of our litigation.

Risks Related to Our Intellectual Property

Lack of patent protection may hinder our market competitiveness and failure to safeguard trade secrets could enable competition to use our proprietary information.

Our continued success depends in part on our ability to obtain, maintain, monitor and enforce patent and other intellectual property rights covering our proprietary technology and new products in the United States and in other countries.

We have sought to protect our proprietary position and sustain our competitive advantage by filing patent applications in the United States and certain in other countries. Patent prosecution in the United States and other countries is uncertain, expensive and time consuming, and we may not be able to file, prosecute and maintain all necessary or desirable patent applications at a reasonable cost or in a timely manner.

We have a substantial patent portfolio, including patents held by Desktop and Markforged, we currently have approximately 1,500 patents issued, pending and allowed patent applications worldwide. While some patents have already been issued, uncertainties remain regarding pending applications’ issuance, enforceability, scope, and potential challenges from third parties. Any successful opposition to these patents or any other patents owned by or licensed to us after patent issuance could hinder our ability to protect existing products and deprive us of rights necessary for the successful commercialization of any new products that we may develop.

Furthermore, there is no guarantee of discovering all relevant prior art, which could invalidate patents. Even if patents are issued, challenges from third parties may lead to narrowing, unenforceability, or invalidation. Patents might not sufficiently protect intellectual property, affecting competition and business adversely. Our ability to compete effectively depends on maintaining effective patent rights for our products, failure of which could result in our inability to compete effectively, thereby potentially harming our business and results of operations.

Inability to maintain effective proprietary rights for our products, may affect our ability to compete effectively.

Apart from patents, copyrights and trademark law, we also rely on trade secrets, know-how and technology, which are not protected by our patents, and confidentiality agreements to protect certain proprietary know-how, processes, and devices. However, trade secret protection can be challenging and we cannot assure that such measures will be adequate to protect our proprietary technology, that competitors will not develop products with features based upon, or otherwise similar to our systems, that third-party licenses will be available to us or that we will prevail in any proceedings instituted by us in order to enjoin competitors from selling similar products. We employ confidentiality agreements, intellectual property assignment agreements, including with our employees and collaborators, to safeguard our technology and data. Nevertheless, breaches or independent discoveries by competitors may potentially impact our intellectual property rights and consequently our business. We cannot guarantee protection against unauthorized disclosure or competitors’ access to our trade secrets. Unauthorized disclosure or misappropriation could harm our competitiveness and business, while inadequate protection measures may limit recourse against third-party misappropriation, affecting our trade secrets’. Agreements may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors. Also, to the extent that our commercial partners, collaborators, officers, employees, contractors and other service providers use intellectual property owned by others in their work for us, disputes may arise as to the rights in the related or resulting know-how and inventions.

Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.

It is inherently difficult to conclusively assess our freedom to operate and our ability of not infringing on third party rights. Such third parties may include competitors, as well as large companies, which heavily invest in their patent portfolios, regardless of their actual field of business, and non-practicing entities. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our products or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the third-party intellectual property right concerned or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by our new products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, be forced to abandon our new products or seek a license from the patent holder. No assurances can be given that a license will be available on commercially reasonable terms, if at all.

Any competitor patents held by a competent US court to cover aspects of our formulations, processes or designs, or methods of use, may enable the holders of any such patents to block our ability to develop and commercialize product candidates unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable. Regardless, such a license may not be available at all. In addition, third parties’ claims against us may result in injunctions, halting product development. Defending these claims, regardless of merit, is costly and diverts resources. Successful infringement claims could lead to substantial damages, royalties, product redesign, or challenging licensing agreements.

Furthermore, our industry is characterized by the existence of a large number of patents and by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, non-practicing entities have purchased patents and other intellectual property assets for the purpose of making claims of infringement in order to extract settlements from companies like ours. In addition, we may be or may become contractually obligated to indemnify our utility customers or other third parties that use or resell our products in the event our products are alleged to infringe a third-party’s intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and brand, and cause us to incur significant expenses. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations. Further, claims of intellectual property infringement might require us to redesign affected products, delay affected product offerings, enter into costly settlement or license agreements or pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing, selling or distributing the affected products. If we cannot or do not license the alleged infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, our utility customers may not purchase our products if they are concerned that our products infringe third-party intellectual property rights. This could reduce the market opportunity for the sale of our products and services. The occurrence of any of these events may have a material adverse effect on our business, financial condition and results of operations.

We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.

Competitors might infringe our intellectual property. If we pursue legal action, they could counterclaim patent invalidity or unenforceability, common in U.S. patent litigation. Challenges could include lack of novelty or lack of inventive step. Post-grant proceedings add further uncertainty to patent validity, making legal outcomes unpredictable. Likewise, derivation proceedings, initiated by third parties or us, may resolve invention priority or patent scope disputes not in our favor, which may halt technology use, require costly licensing and harm business, diverting resources and funds from research and development partnerships. Furthermore, intellectual property litigation in the US entails extensive discovery, risking disclosure of confidential information. Our defense of litigation or other proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. Public announcements of proceedings’ results could negatively affect our share price if perceived unfavorably by securities analysts and/or investors and could have a material adverse effect on the price of our Ordinary Shares.

We may not be able to protect our intellectual property rights throughout the world.

Securing and protecting patents globally for our products and processes is financially daunting. Intellectual property rights in some countries are less stringent than in the U.S., allowing competitors to exploit our technologies. Competing products developed or exported in jurisdictions with weaker enforcement may undermine our market position. Protecting intellectual property rights abroad, if available to us, can be challenging, especially in jurisdictions where legal systems are less favorable to enforcement. This difficulty may allow competitors to market products, infringing on our rights. Enforcing patents overseas can incur significant costs and divert resources. Moreover, such proceedings could risk invalidating or narrowing future patents, and potentially invite counterclaims. Overall, our efforts to safeguard intellectual property outside the US may not yield substantial commercial advantage.

Risks Related to the Ownership of the ADSs or our Ordinary Shares

We do not anticipate paying any dividends, except as related to the repurchase of our Ordinary Shares as provided under the Companies Law.

In accordance with the provisions of the Israeli Companies Law 5759-1999, or the Companies Law, and the regulations promulgated thereunder, repurchase of shares is considered a dividend distribution. Except as detailed in Item 16E below, in relation to the repurchase of our Ordinary Shares, no dividends have been paid on our Ordinary Shares. We do not intend to pay cash dividends on our Ordinary Shares in the foreseeable future, and anticipate that profits, if any, received from operations will be reinvested in our business. Any decision to pay dividends will depend upon our profitability at the time, cash available and other relevant factors including, without limitation, the conditions set forth in the Companies Law.

As a “foreign private issuer” we follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.

In light of our recent acquisitions of Desktop and Markforged, both U.S.-based companies, as well as the appointment of certain executives and directors who will also be based in the U.S., we believe that as of June 30, 2025 (the determination date), we will no longer qualify as a foreign private issuer, and will become subject to the reporting requirements applicable to domestic registrants. However, for the remainder of 2025, we may continue to file or furnish reports using the forms and requirements applicable to foreign private issuers. Starting January 1, 2026, provided that we are no longer considered a foreign private issuer, we will be required to file reports using the forms and comply with the requirements prescribed for domestic registrants. Our status as a foreign private issuer also exempts us from compliance with certain SEC laws and regulations and certain regulations of the Nasdaq Stock Market, including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we will not be required under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to file current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC. Also, although the Companies Law, requires us to disclose the annual compensation of our five most highly compensated senior office holders on an individual basis, this disclosure is not as extensive as that required of a U.S. domestic issuer. For example, the disclosure required under Israeli law would be limited to compensation paid in the immediately preceding year without any requirement to disclose option exercises and vested stock options, pension benefits or potential payments upon termination or a change of control. Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.

These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

We may be a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in 2024 or in any subsequent taxable year. There generally would be adverse tax consequences for U.S. taxpayers that are holders of our ADSs or Ordinary Shares if we are or were to become a PFIC.

Based on the projected composition of our income and valuation of our assets, we believe that we may be a PFIC for 2024, although we do not intend to conduct an analysis to obtain assurance of this. The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. We will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (1) at least 75% of our gross income is “passive income” or (2) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of our ADSs or Ordinary Shares. Accordingly, because we do not intend to conduct an analysis to confirm our PFIC status, there can be no assurance that we currently are not or will not become a PFIC in the future. If we are a PFIC in any taxable year during which a U.S. taxpayer holds our ADSs or Ordinary Shares, such U.S. taxpayer would be subject to certain adverse U.S. federal income tax rules. In particular, if the U.S. taxpayer did not make an election to treat us as a “qualified electing fund,” or QEF, or make a “mark-to-market” election, then “excess distributions” to the U.S. taxpayer, and any gain realized on the sale or other disposition of our ADSs or Ordinary Shares by the U.S. taxpayer: (1) would be allocated ratably over the U.S. taxpayer’s holding period for the ADSs or Ordinary Shares; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the U.S. Internal Revenue Service, or the IRS, determines that we are a PFIC with respect to a certain year, it may be too late for a U.S. taxpayer to make a timely QEF or mark-to-market election. U.S. taxpayers that have held our ADSs or Ordinary Shares during a period when we were a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S. taxpayer who made a timely QEF or mark-to-market election. A U.S. taxpayer can make a QEF election by completing the relevant portions of and filing IRS Form 8621 in accordance with the instructions thereto. We do not intend to notify U.S. taxpayers that hold our ADSs or Ordinary Shares if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election. In addition, we do not intend to furnish such U.S. taxpayers annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. U.S. taxpayers that hold our ADSs or Ordinary Shares are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to our ADSs or Ordinary Shares in the event that we are a PFIC. See “Item 10.E. Taxation — U.S. Federal Income Tax Considerations — Passive Foreign Investment Companies” for additional information.

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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Ordinary Shares provides that holders and beneficial owners of ADSs irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including claims under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal court, which have non-exclusive jurisdiction over matters arising under the deposit agreement, applying such law. In determining whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws. If you or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.

ADS holders may not have the same rights as the holders of our Ordinary Shares.

ADS holders may not be treated as one of our shareholders and will not have direct shareholder rights. Israeli law governs shareholder rights, while the depositary serves as the registered holder of the shares underlying the ADSs. Registered holders of ADSs, will have ADS holder rights as outlined in the deposit agreement. New York law governs the deposit agreement and the ADSs.

However, recent case law has provided important clarification regarding the intersection of New York law governing deposit agreements and Israeli law governing shareholder rights. In a significant decision involving our company, the court concluded that ADS holders retain certain rights under Israeli law which companies must respect, despite the specific terms of deposit agreements. The court determined that:

While the deposit agreement is governed by New York law, certain rights and obligations remain subject to Israeli law’s mandatory provisions:

Therefore, while the deposit agreement establishes the primary rights of our ADS holder under New York law, our ADS holders may also have certain additional rights under Israeli law as determined by applicable Israeli corporate law and mandatory provisions that cannot be waived by the deposit agreement.

ADS holders may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited circumstances, they may not receive dividends or other distributions on our Ordinary Shares and they may not receive any value for them, if it is illegal or impractical to make them available to ADS holders.

The depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our Ordinary Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Ordinary Shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act of 1933, as amended, or the Securities Act, but that are not properly registered or distributed under an applicable exemption from registration. In addition, conversion into U.S. dollars from foreign currency that was part of a dividend or distribution made in respect of deposited Ordinary Shares may require the approval or license of, or a filing with, a government or an agency thereof, which may be unobtainable. In these cases, the depositary may determine not to distribute such property and hold it as “deposited securities” or may seek to effect a substitute dividend or distribution, including net cash proceeds from the sale of the dividends or distributions in accordance with the terms of the deposit agreement. We have no obligation to register under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, Ordinary Shares, rights or anything else to holders of ADSs. In addition, the depositary may withhold from such dividends or distributions its fees and an amount on account of taxes or other governmental charges. This means that you may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

The market price of our ADSs has been, and may continue to be, highly volatile, and such volatility could cause the market price of our ADSs to decrease and could cause you to lose some or all of your investment in our ADSs.

During 2024, the market price of our common stock fluctuated from a high of $2.95 per ADS to a low of $2.04 per ADS, has fluctuated even more in past years and our share price continues to fluctuate. The market price of our ADSs may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

These and other market and industry factors may cause the market price and demand for our ADSs to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their ADSs and may otherwise negatively affect the liquidity of our ADSs. In addition, the stock market in general, and technology-based companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. In the past, when the market price of a security has been volatile, holders of that security have sometimes instituted securities class action litigation against the issuer.

Risks Related to Israeli Law and Our Operations in Israel

As some of our offices and manufacturing facilities are located in Israel, we may be adversely affected by the implications of political, economic and military instability in Israel.

We have offices and manufacturing facilities located in Israel. Some of our senior research and development personnel are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business. Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could affect adversely our operations. For example, on October 7, 2023 an unprecedented attack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli population. In response, the Security Cabinet of the State of Israel declared war against Hamas.

Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations and product development and cause any future sales to decrease.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

The Israeli government is pursuing extensive changes to Israel’s judicial system. In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or conduct business in Israel, as well as to increased currency fluctuations, additional downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes in macroeconomic conditions.

The risk of such negative developments has increased, and in some cases has been realized, in light of the recent Hamas attacks and the war against Hamas declared by Israel, regardless of the proposed changes to the judicial system and the related debate. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

Provisions of Israeli law, and our amended and restated articles of association delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.

The Companies Law regulates, among others, mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. The classification of our board into three classes with terms of approximately three years each, per our articles of association, the requirement of affirmative vote of at least 70% of the voting rights of the Company represented personally or by proxy and voting thereon at a general meeting in order to amend the provisions of our articles of association relating to our staggered board, together with the other provisions of the Articles and Israeli law, could deter or delay potential future merger, acquisition, tender or takeover offers, proxy contests or changes in control or management of the Company.

Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. See “Item 10.E. Taxation—Israeli Tax Considerations and Government Programs” for additional information.

Our operations are subject to currency rate fluctuations.

Our operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks. Transactions in which we participate that are denominated in other than US Dollars may subject the company to currency exchange losses because we do not currently engage in currency swaps or other currency hedging strategies to address this risk. Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have an adverse effect on our results of operations.

We received Israeli government grants for certain of our research and development activities. The terms of those grants may require us to pay royalties and to satisfy specified conditions in order to manufacture products and transfer technologies outside of Israel. If we fail to satisfy these conditions, we may be required to pay penalties and refund grants previously received.

Our research and development efforts have been financed in part through royalty-bearing grants in an aggregate amount of approximately $3,843,000 that we received from Israel’s Innovation Authority, or the IIA, as of April 30, 2025. As of December 31, 2024, our contingent liabilities regarding IIA grants received by us were in an aggregate amount of $1,010,000. With respect to the royalty-bearing grants we are committed to pay royalties at a rate of 3% to 3.5% on sales proceeds from our products that were developed under IIA programs up to the total amount of grants received, linked to the U.S. dollar and bear interest. Regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month Secured Overnight Financing Rate, or SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%.

Regardless of any royalty payment, we are further required to comply with the requirements of the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984, as amended, and related regulations, or the Research Law, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer or license of such know-how, whether inside or outside of Israel, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. Therefore, the discretionary approval of an IIA committee would be required for any transfer or license to third parties inside or outside of Israel of know-how or transfer outside of Israel of manufacturing or manufacturing rights related to those aspects of such technologies. We may not receive those approvals. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development out of Israel.

The transfer or license of IIA-supported technology or know-how outside of Israel may involve the payment of significant amounts, depending upon the value of the transferred technology or know-how, our research and development expenses, the amount of IIA support, the time of completion of the IIA-supported research project and other factors. The transfer of manufacturing outside of Israel may also be subject to payment of increased royalties. These restrictions and requirements for payment may impair our ability to license, sell or otherwise transfer our technology assets outside of Israel or to outsource or transfer development or manufacturing activities with respect to any product or technology outside of Israel. Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.

Inflation could adversely affect our business and results of operations.

In recent years, the economy in the United States and global markets encountered a material increase in the level of inflation. The impact of geopolitical developments such as the Russia-Ukraine and Middle-East conflicts and global supply chain disruptions continue to increase uncertainty in the outlook of near-term and long-term economic activity, including whether inflation will continue and how long, and at what rate. Increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

Your rights and responsibilities as a shareholder will be governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.

We are incorporated under Israeli law. The rights and responsibilities of holders of our Ordinary Shares are governed by our amended and restated articles of association and the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law, each shareholder of an Israeli company has to act in good faith and in a customary manner in exercising his or her rights and fulfilling his or her obligations toward the Company and other shareholders and to refrain from abusing his or her power in the Company, including, among other things, in voting at the general meeting of shareholders, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and certain transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

General Risk Factors

Raising additional capital would cause dilution to holders of our securities and may affect the rights of existing shareholders and ADS holders.

We may seek additional capital through a combination of private and public equity offerings, debt financing and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our ADSs or Ordinary Shares.

Significant disruptions to our information technology systems or breaches of our data security could adversely affect our business.

A significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access, or otherwise resulting from our acquisitions of Desktop and Markforged, could negatively impact our business and operations. We could also experience business interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems have been, and are expected to continue to be, the target of malware and other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot assure you that these measures will be successful in preventing compromise and/or disruption of our information technology systems and related data.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our ADSs or Ordinary Shares, the price and trading volume of our ADSs or Ordinary Shares could decline.

The trading market for our ADSs or Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our ADSs or Ordinary Shares, or provide more favorable relative recommendations about our competitors, the price of our ADSs or Ordinary Shares would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our ADSs or Ordinary Shares to decline.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Nano Dimension Ltd. We were incorporated in the State of Israel in December 1960 and are subject to the Companies Law. In August 2014, we acquired 100% of the share capital of Nano Dimension Technologies. Nano Dimension Technologies was incorporated in the State of Israel in July 2012. On March 7, 2016, our ADSs commenced trading on the NASDAQ Capital Market under the symbol “NNDM”. From 2012 until 2021, we operated solely as a 3D printing company focused on designing and manufacturing systems used in the fabrication of electronics. During this time, we leveraged our expertise in printing two materials in the same system to product PCBs and electronic devices.

Starting in April 2021, we commenced a mergers and acquisitions program that resulted in a number of transactions that changed the Company considerably. On April 23, 2021, we acquired all of the issued and outstanding share capital of DeepCube. In September 2022, DeepCube was merged with Nano Tech. In 2025, we discontinued DeepCube operations.

On April  2021, we acquired all of the issued and outstanding share capital of NanoFabrica. In September 2022, NanoFabrica was merged with Nano Tech. In 2025, we discontinued the NanoFabrica product lines.

In June 2021, we established J.A.M.E.S., a joint venture with HENSOLDT Holding Germany GmbH, for developing additively manufactured electronics through engineering consulting and design sharing. In 2025, the Advisory Board of J.A.M.E.S. resolved to discontinue its operations.

In November  2021, we acquired all of the issued and outstanding share capital of Essemtec. Essemtec is a leader in adaptive highly flexible surface mount technology, or SMT, pick-and-place equipment, sophisticated dispenser suitable for both high-speed and micro-dispensing, and intelligent production material storage and logistic system. Its products are equipped with a sophisticated software package which makes extensive and efficient material management possible.

In January 2022, we acquired all of the issued and outstanding share capital of Global Inkjet Systems (GIS). GIS is a leading developer and supplier of high-performance control electronics, software, and ink delivery systems. GIS is known for inventing and delivering state-of-the-art 2D and 3D printing inkjet hardware and unique operating software. GIS has approximately 150 customers around the world with a focus on high-value, precision-oriented applications such as specialized direct-to-container packaging, printed electronics functional fluids, and 3D printing, which can all be controlled by the proprietary software system.

In July 2022, we acquired all of the issued and outstanding share capital of Formatec Holding. Formatec Holding has two subsidiaries - Admatec and Formatec, based in the Netherlands. In April 2025, Adamtec and Formatec were declared bankrupt by the Zeeland-West-Brabant court in the Netherlands.

In August 2023, we acquired all of the intellectual property assets of Additive Flow. Additive Flow develops high-performance and high-quality simulation software for mechanical, thermal, thermo-mechanical properties, along with frequency and fatigue across a range of materials and processes. Its product addresses design, production, and quality decisions, while optimizing for cost, weight, manufacturing productivity, and manufacturing yield – all simultaneously.

Additionally, from March through May 2023, we made several non-binding offers to acquire all of the outstanding ordinary shares of Stratasys. After not proceeding with these offers to acquire all ordinary shares, we made a series of special tender offers from May through July 2023 to acquire at least 51% of the outstanding shares, inclusive of the 14.1% that we already owned. The offers were dependent on a number of closing conditions being met. As these conditions were not met, we did not complete the special tender offers.

Disputes with Shareholders and Change in Management

In January 2023, Murchinson Ltd., or Murchinson (which is an advisor or sub-advisor of one of our major ADS holders), submitted a request to our board of directors for us to convene a special general shareholders meeting, or EGM which would include certain amendments to our amended and restated articles of association, or Articles (including an amendment which would permit the shareholders to remove members of the board at a general meeting by a simple majority), as well as removal of four then currently serving directors – Mr. Stern, Mr. Gera, Mr. Rotem and Dr. Nissan-Cohen - and appointment of two new director nominees, proposed by Murchinson, namely Dr. Joshua Rosensweig and Mr. Kenneth Traub. Our former board of directors, or the Former Board rejected Murchinson’s request, stating that they believed it failed to comply with requirements under laws and regulations in Israel and the United States, as well as with our amended and restated articles of association.

In March 2023, the EGM was convened by Murchinson, despite the rejection of the Former Board. At the EGM our shareholders approved the election of the Dr. Rosensweig and Mr. Traub to our board of directors and further approved the removal of Messers. Stern, Gera, Rotem and Dr. Nissan-Cohen. The Previous Board did not recognize the results of the EGM.

On September 7, 2023, the Former Board convened an Annual General Meeting of Shareholders, or the 2023 AGM. At the AGM, our shareholders approved the re-election to our board of Dr. Yoav Nissan Cohen, Mr. Oded Gera and Col. (Res.) Channa (Hanny) Caspi.

On November 21, 2024, the Israeli Central Court ruled that the March 2023 EGM was duly convened and the resolutions there duly approved, which included the election of Dr. Rosensweig and Mr. Traub to, and removal of Mr. Yoav Stern from, our board of directors, as well as the amendments to the Articles.

Following the announcement by the Company on October 16, 2024, of the convening of an annual general meeting on December 6, 2024, or the 2024 AGM, the Company received a written request from Murchinson requesting that the Company add certain items to the 2024 AGM agenda. As a result, an amended agenda was sent to the shareholders, which included on the agenda the items proposed by the Former Board as well as the items proposed by Murchinson. Consequently, the shareholders were asked to approve the election to our board of nominees recommended by the Former Board, namely Mr. Yoav Stern and General Michael X. Garrett, or Former Board Nominees, or alternatively approve the election of the nominees recommended by Murchinson, namely, Mr. Ofir Baharav and Mr. Robert Pons, or the Former Board Nominees. The agenda also included the proposal by Murchinson to amend the Articles to “de-stagger” the board. At the 2024 AGM, the shareholders voted to approve the election of the Murchinson Nominees, but not to de-stagger the board.

On December 16, 2024, we announced that Dr. Yoav Nissan-Cohen, and Messrs. Eitan Ben-Eliahu, Oded Gera, Roni Kleinfeld, Chris Moran and Mrs. Georgette Mosbacher resigned from our board.

On December 26, 2024, Mr. Yoav Stern’s engagement as Chief Executive Officer was terminated and Mr. Julien Lederman was appointed as Interim Chief Executive Officer.

On February 3, 2025, Mr. Kenneth Traub resigned from our board with immediate effect, following his appointment as CEO and President of Comtech Telecommunications Corp., and Mr. David Stehlin was appointed to the board.

On April 2, 2025, Mr. Ofir Baharav was appointed as a new permanent Chief Executive Officer, replacing Mr. Julien Lederman who was appointed our Chief Business Officer, and on April 7, 2025, Mr. Baharav resigned from our board of directors with immediate effect.

For information relating to legal proceedings, see Item 8A “Financial Information – Consolidated Statements and Other Financial Information - Legal Proceedings”.

On April 2, 2025, we consummated a merger with respect to Desktop pursuant to a Merger Agreement entered into on July 2, 2024. Upon consummation of the Merger Agreement, we purchased all of the outstanding shares of Desktop for an aggregate consideration of approximately $179.3 million, or $5.295 per share and a merger subsidiary wholly-owned by us merged with and into Desktop. Desktop designs and offers a portfolio of integrated additive manufacturing solutions across a range of additive manufacturing technologies with support for metals, polymers, elastomers, ceramics, sands, composites, and biocompatible materials.

On April 24, 2025, Mr. Assaf Zipori, formerly the Chief Financial Officer of Markforged, was appointed as our Chief Financial Officer.

On April 25, 2025, we consummated a merger with respect to Markforged pursuant to a Purchase Agreement entered into on September 25, 2024. Upon consummation of the transaction, we purchased all of the outstanding shares of Markforged for an aggregate consideration of approximately $115 million, or $5.00 per share, and a merger subsidiary wholly-owned by us merged with and into Markforged. Markforged designs and offers additive manufacturing solutions, with a focus on fused filament fabrication printing technology designed to support speciality materials.

From January 2025, we have discontinued a number of product groups, including, Fabrica, Adamtec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). In April 2025 Adamtec, Formatec, and Formatec Holdings were declared bankrupt.

Our principal executive office is located at 300 5^th Avenue, Suite 1010, Waltham MA 02451. Our telephone number in Waltham MA is +1 857-557-8022.

Our website address is www.nano-di.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC will also be available to the public through the SEC’s website at www.sec.gov. Nano USA is our agent in the United States, and its address is 300 5th Ave., Suite 1010, Waltham, MA 02451.

We are a foreign private issuer as defined by the rules under the Securities Act and the Exchange Act. Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of the Nasdaq Stock Market, including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we will not be required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act.

Taking into account the effects of its recent mergers with Desktop Metal and Markforged, both U.S.-based companies, as well as the recent appointments of a majority of the executives and directors, who are currently based in the U.S., when assessing our status under the foreign private issuer definition as of June 30, 2025 (the determination date), we believe that from June 30, 2025, we will no longer qualify as a foreign private issuer and will become subject to the reporting requirements applicable to domestic registrants. However, for the remainder of 2025, we may continue to file or furnish reports using the forms and requirements applicable to foreign private issuers.

Our net cash from (used in) investing activities for 2022, 2023 and 2024 amounted to ($67,673,000), ($166,600,000) and $140,052,000 respectively. In 2022 and 2023 the cash was used primarily for investment in bank deposits, securities, acquisition of subsidiaries and purchases of fixed assets. Net cash from investing activities in 2024 was primarily from change in our cash in bank deposits and interest received from banks. Our purchases of fixed assets primarily include leasehold improvements, computers, and equipment used for the development of our products, and we financed these expenditures primarily from cash on hand.

B. Business Overview

We innovate and provide industrial manufacturing solutions for design-to-manufacturing of electronics and mechanical parts. These solutions are based on a combination of hardware, software, and materials science technologies. The solutions include industrial machinery, such as those for additive manufacturing, surface-mount technology, industrial inkjet printing, along with software for design, simulation, and manufacturing management, as well as materials or consumables that are used by the machinery. These solutions are used by industrial customers in aerospace & defense, automotive, electronics, medical, research and academia, along with government organizations.

We do this through innovating and providing industrial manufacturing solutions that are built around multi-disciplinary technology - combining hardware, software, and materials science.

As part of the re-assessment program initiated by our new management in January 2025, our business and operations are currently being refocused based on the following principles, which we believe will enable us to differentiate our business from our competitors:

As a result, we are focusing on products and services where there is innovative technology with a growth outlook that can deliver sustainable improvements in our financial results and to discontinue certain product groups that have failed to generate adequate returns on investment and that do not align with our long-term objectives.

Including Desktop and Markforged, the Company has the following product groups:

These solutions are sold to industrial leaders and organizations, including: aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations

Our management has already resolved to discontinue the operations of certain of our product groups, as follows:

Adamtec, Formatec, and Formatec Holdings were declared bankrupt in April 2025. Additionally, inin April 2025, the Advisory Board of J.A.M.E.S resolved to discontinue its operations.

We believe that additive manufacturing (AM), which is known to some as 3D printing, of electronics and precision applications are key to future growth in the manufacturing industry.

We have offices spanning across the United States, Germany, Israel, Japan, UK, Sweden, Switzerland, and Taiwan. These offices serve to broaden our customer engagement across regions and serve as focal points for advancing our strategic objectives. To date, some of our offices are those of a single product group, while others include teams representing more than one product group. Integrating these teams and offices is important to our ability to realize synergies in sales and marketing.

Industry Overview

Traditional manufacturing and the potential of additive manufacturing.

We operate in the industrial machinery solutions industry.

The global manufacturing industry for electronics (PCB and high-performance electronics) and mechanical manufacturing (injection molding, CNC (Computer Numerical Control) machining, sheet metal, and casting) is comprised primarily of subtractive technologies with numerous difficulties and limitations. Designers and engineers have been limited to the constraints of existing processes that have impacted the ability to manufacture important end products, thus affecting the firm’s bottom line and the value provided to their customers. Existing means of manufacturing also increases the reliance on a network of suppliers and partners, which creates more supply chain risk and increases the time for production. These networks of suppliers and partners also often place a high reliance on leveraging suppliers and partners in the Far East, which adds time and risk of IP theft.

Additive manufacturing is the process of making a three-dimensional solid object from a digital model. Using an additive process, where successive layers of material are laid down in different shapes. Additive manufacturing is considered distinct from traditional machining techniques, which mostly rely on the removal of material by methods such as cutting or drilling (subtractive processes).

Additive manufacturing provides numerous advantages compared to traditional electronics and mechanical manufacturing. Additive manufacturing provides:

Additive manufacturing as a pillar of Industry 4.0

Industry 4.0, also known as the Fourth Industrial Revolution, refers to the current trend of integrating advanced technologies such as AI, the Internet of Things, or IoT, robotics, and automation into manufacturing and other industries. The goal of Industry 4.0 is to create more intelligent, efficient, flexible, and productive manufacturing solutions.

We believe that additive manufacturing is at a defining inflection point, given an ever-growing commitment to industry 4.0 transformation by large and small companies. To underscore the potential of additive manufacturing, several Fortune 500 and other tier-one companies operating across a number of distinct industries have made substantial investments to decisively enter the additive manufacturing market. Examples include leading companies in aerospace and defense, dental/cosmetics, and apparel and footwear. With the production world increasingly depending on additive manufacturing, we see advancements internally and externally focused on new technologies, materials, and the integration of additional industry 4.0 solutions such as robotics and AI.

The industry 4.0 manufacturing revolution includes the electrical and mechanical precision manufacturing of mission-critical products across multiple industries, from satellites to medical devices and IoT devices that require precision and electronic components. We believe that fully additively manufactured smart connected products are the next phase of industry 4.0.

Additive manufacturing has the potential to be key in the re-shoring trend

Recent geopolitical, economic, and supply chain events have caused many advanced Western firms to consider re-shoring manufacturing and/or their manufacturing suppliers. Re-shoring provides supply chain resilience, cost savings, customization, in-house/local IP, and additive manufacturing specifically can be central to leverage this opportunity.

Additive manufacturing has historically been used for prototyping and proof of concept manufacturing

Additive manufacturing has mainly been used for prototyping because it offers a lower cost way of manufacturing single or small batches and provides a high degree of design freedom and flexibility in creating complex geometries that may be difficult or impossible to produce using traditional manufacturing methods. Additionally, additive manufacturing allows for rapid iteration and testing of multiple design concepts, which is critical as this stage in the development process. Increasing advancements in additive manufacturing technology have made it possible to produce high-quality parts at larger scales, enabling its use in production applications, thus playing a growing role in higher-volume manufacturing.

Surface-mount technology as a key complementary offering

Surface-mount technology, or SMT is the leading method for assembling electronic circuits, with components mounted directly onto printed circuit boards, or PCBs. SMT enables higher component density, improved performance, and greater manufacturing efficiency compared to traditional methods. The industry serves critical sectors such as automotive, aerospace, industrial, medical, and consumer electronics. Companies provide highly automated placement machines, soldering equipment, inspection systems, and supporting software for PCB assembly. Growth is driven by increasing product complexity, miniaturization, and demand for high-reliability manufacturing. Innovation around automation, data-driven production, and smart manufacturing is reshaping the industry. SMT manufacturers are essential to advancing technology and operational excellence for OEMs and EMS providers globally. The industry remains highly competitive, with continuous investment in research and development and customer support required for success.

Dental services segment a differentiated part of the business

The dental services and products industry provides a wide range of solutions that support dental professionals in delivering patient care. This includes products such as clear aligners, dental implants, crowns, bridges, and other restorative and orthodontic devices. Companies in the industry combine advanced manufacturing, material science, and digital technologies like CAD/CAM and 3D printing to create customized, high-quality dental products. Demand is driven by rising aesthetic expectations, an aging population, and the increasing adoption of digital workflows in dental practices. Innovation in areas such as clear aligners, biomaterials, and chairside production systems is transforming how dental services are delivered. The industry serves general dentists, orthodontists, prosthodontists, and dental labs globally. Success depends on the ability to deliver precise, patient-specific solutions at scale while supporting clinical workflows. The market is competitive and innovation-driven, requiring continuous investment in technology, training, and customer support.

Market Opportunity

We are positioned to continue to take advantage of manufacturing industry trends. The future of manufacturing looks promising; businesses across industries such as aerospace/defense, automotive, electronics industrial, medical, and research and development/academia have showed increasing demand for additive manufacturing solutions. The market opportunity should considered based on the different segments that our respectives technologies servce.

According to an AMPower report titled “Additive Manufacturing Market Report”, published in March 2025, the additive manufacturing market is expected to grow from $12 billion to more than $22 billion by 2029 at a CAGR of 13%.

According to a Prismark report titled “Prismark Printed Circuit Report 2024”, published in 2024, the market for the relevant printed circuit board manufacturing equipment segments is expected to grow to $11.9 billion by 2028.

According to Mordor Intelligence titled “Surface Mount Technology Market”, published in 2024, the surface-mount technology solutions market is expected to grow from $6.1 billion to more than $9.5 billion by 2030 at a CAGR of 8%.

The current industry practices present challenges to electronics and manufacturing, including poor energy efficiency, slow production time and high costs, long time to get to market, and potential risks for IP theft. We provide systems and solutions for additive manufacturing and electronics manufacturing, a unique offering that enables a compelling proposition to the most innovative and advanced manufacturers seeking rapid fabrication of high-performance components.

Strategy

Our overall business strategy is based on the following pillars:

A number of transformative efforts are underway to realize this business strategy. This includes a greater focus and optimization of whatever is deemed core and key to long-term success, while also including a discontinuing of certain operations through divestment or shut down. Our judgment to what is key to long-term success focuses on growth potential and financial strength, which a particular aim to focus on manufacturing of parts at scale. This also indicates a shift away from a strategy that historically was focused on mergers and acquisitions.

Industrial machinery

Manufacturing services

Software

Consumables and technology

Seasonality

Our business is generally not subject to seasonality.

Regulation

The development, manufacture, sales and distribution of medical and dental products are subject to comprehensive governmental regulation within the United States. The following sections describe some, but not all, of the significant regulations that apply to us.

Dental products may be classified as medical devices and are subject to restrictions under domestic laws, rules, regulations, self-regulatory codes, circulars and orders, including, but not limited to, the U.S. Food, Drug, and Cosmetic Act, or the FDCA. The FDCA requires these products, when sold in the United States, to be safe and effective for their intended use and to comply with the regulations administered by the U.S. Food and Drug Administration, or FDA.

Dental and medical devices sold by us in the United States may be generally classified by the FDA into a category that renders them subject to the same controls that apply to all medical devices, including regulations regarding alteration, misbranding, notification, record-keeping and good manufacturing practices.

The Company is subject to domestic laws, rules, regulations, self-regulatory codes, circulars and orders governing data privacy and transparency, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, the California Consumer Privacy Act, the California Privacy Rights Act, and the Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act. Applicable privacy laws restrict the use and disclosure of personal information, and mandate the adoption of standards relating to the privacy and security of individually identifiable information such as data minimization, access control, providing transparent notice of our privacy practices, and respecting data subject rights. Privacy laws also require the reporting of certain breaches of individually identifiable information. The Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act require the Company to record all transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for public disclosure.

Intellectual Property

We seek patent protection as well as other effective intellectual property rights related to our products, services and technologies in the United States and certain other countries. Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business.

Since the acquisitions of Desktop and Markforged, our portfolio of patents and patent applications has grown significantly: We now have a portfolio of approximately 1,500 issued U.S. and foreign patents and pending or allowed patent applications.

We are currently in the process of evaluating our patent portfolio focusing on critical aspects of additional manufacturing and specialized materials. We are adjusting the geographical scope of each patent family according to its evaluation, assessing and ranking subsidiaries’ IP in relation to our core technologies, and considering monetizing or dropping intellectual property that does not protect the core technologies. Furthermore, we are harvesting and developing intellectual property from existing knowledge that covers critical aspects of our technologies.

With respect to Desktop and Markforged’s intellectual property, we are going through the same process of reviewing and assessing the intellectual property portfolio in view of Desktop and Markforged’s core technologies and will consider monetizing or dropping intellectual property that does not protect the core technologies. We are also considering consolidation of certain patents covering comparable technologies between Desktop and Markforged. Any action in the US concerning Desktop’s intellectual property will be affected by and subject to the outcome of Desktop’s independent evaluation of its strategic alternatives.

Competition

We have experienced, and expect to continue to experience, competition from several companies.

Our additive manufacturing solutions have competition from other vendors in the same domain. The current market landscape is fragmented, consisting of both established public companies focused on additive manufacturing and divisions within broader industrial conglomerates, as well as earlier stage start-ups and growth phase companies. Additionally, as a disruptive technology, a primary source of competition is the existing means of manufacturing. For example, for metal components it is CNC and for polymer components it is injection molding.

We believe our additive manufacturing solutions compare favorably based on our focus on sophisticated technologies that are oriented to the higher end of a combination of precision and high performance materials, which are together complemented by a sophisticated software suite, including machine learning.

Our surface-mount technology has competition from other vendors in the same domain. The current market landscape is composed largely of larger industrial companies, especially those in the Far East, who compete strongly on price and high volume capabilities, which is a competitive advantage in a domain that is price sensitive and often requires scale.

We believe our surface-mount technology solutions compare favorably based on our focus on flexible solutions that are tailored specifically for the high-mix, low-volume segment of manufacturing, where many other solutions cannot compete as effectively.

Our dental labs face competition from a broad spectrum of comparable companies. Competition can be segmented into large players or more local, regionally focused players.

We believe our dental services compare favorably based on our vertical integration of additive manufacturing solutions and expertise in resins, both of which are used in the delivery of such services.

Research and Development

Our efforts are continually focused on research and development in the domains of hardware, software, and materials science.

In nearly every product line, we have at least one research and development project in the pipeline. They take the form of a new manufacturing solution, the software that is used within it, or the materials that are used by it. These projects may be done as part of one larger program or individual efforts. We are also exploring other means to advance into the manufacturing of advanced parts at scale.

This relies on a team of talented and dedicated engineers, technicians, scientists, and professionals with experience from a wide variety of the world’s leading industrial systems, robotics, materials, and technology organizations.

From time to time, we explore the application of our technology to additional areas within 3D printing and other industries.

Our research and development expenses totaled $37.2 million, $62.0 million and $75.8 million in the years ended December 31, 2024, 2023, and 2022 respectively (not taking into account the research and development expenses of Desktop or Markforged during those periods). Given our acquisitions and our new strategy, we expect our research and development expenses to increase over the foreseeable future given the larger research and development organization of our combined company.

During 2024, the majority of our research and development operations was conducted at our facilities in Ness Ziona, Israel. Following recent acquisitions, additional research and development operations are conducted in facilities in the United States, Germany, and Sweden.

Grants from Israel’s Innovation Authority

Our research and development efforts are financed in part through royalty-bearing grants from the Israeli Innovation Authority or the IIA. As of December 31, 2024, we have received the aggregate amount of $3,843,000 from the IIA for the development of our additive manufacturing system and nano-inks. With respect to such grants, we are committed to pay royalties of 3% on sales proceeds from our products that were developed under IIA programs up to the total amount of grants received, linked to the U.S. dollar and bearing interest. For IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. Regardless of any royalty payment, we are further required to comply with the requirements of the Research Law, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer or license of such know-how whether inside or outside of Israel and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. In addition, any change of control and any change of ownership of our Ordinary Shares that would make a non-Israel citizen or resident an “interested party,” as defined in the Research Law, requires written notice to the IIA. We do not believe that these requirements will materially restrict us in any way.

Production and Manufacturing

We purchase the raw materials required for the production of our products, including components of additive manufacturing and surface-mount technology systems and materials to produce our ink products.

The majority of our manufacturing equipment was assembled in house through 2024. From 2025, with our recent acquisitions, some products are manufactured via third-party partners.

With respect to our ink products, the majority of which are manufactured in-house, we have a production facility to support the commercialization and production of the inks. We believe that the size and capacity of our facilities will be sufficient to support our future commercialization activities.

We are certified for three international standards- the ISO 45001:2018 (occupational health and safety within the workplace), ISO 14001:2015 (Standard – EMS (Environmental Management System)) and ISO 9001:2015 (quality throughout in our production processes). We are also ISO 27001:2022 certified (information security management).

Desktop’s hardware products are either manufactured in-house or via third-party contract manufacturers with international quality certifications, such as ISO 9001:2015 (Quality management system), ISO 13485:2016 (Medical device quality management system), ISO/TS 16949:2009 (Automotive quality management system) and AS/EN9100:2015 (Aerospace quality management system, depending on the platform and volume requirements).

Markforged’s hardware products are either manufactured in-house or via third-party contract manufacturers with international quality certifications, such as ISO 9001 (Quality management system) and ISO 27001:2022 (international standard for information security management).

Sales and Marketing

We have a global sales and marketing organization. In some instances, we have sales and marketing leaders selling several products from our portfolio, in other instances we have dedicated people selling certain products. We work through a combination of direct sales and through channel partners, such as brokers or value-added reseller partners, or VARs. Our global marketing team drives our lead generation and new customer acquisition.

We believe our sales and marketing efforts will be more efficient as a result of our customer base increases arising out of the recent acquisitions.

C. Organizational Structure

For a list of our subsidiaries see Item 19 – Exhibit 8.1 “Subsidiaries”.

D. Property, Plant and Equipment

Our corporate headquarters are in Waltham, Massachusetts, where we currently lease approximately 25,000 square feet. The total monthly rent payment for the facilities in Waltham is currently approximately $85,000. Our research and development facility, manufacturing facility and in-house laboratory are located at 2 Ilan Ramon, and Ilan Ramon 6, Ness Ziona, Israel, where we currently lease altogether approximately 54,000 square feet. In addition, we have offices in Germany, Switzerland and the UK.

The office of Markforged is located in an approximately 128,000 square foot facility located at 60 Tower Road, Waltham, Massachusetts . The lease of this facility expires on September 30, 2031. Markforged also leases a 46,000 square foot facility at 4 Suburban Park Drive, Billerica, Massachusetts which expires in October 2029, as well as leases for additional smaller facilities in Sweden and Poland.

The office of Desktop is located in Burlington, Massachusetts where approximately 60,000 square feet of office and building space have been leased. Additionally, Desktop owns or leases approximately 600,000 square feet of building space around the world, with significant locations in the United States, Germany, Italy and Japan.

As part of the process of integrating our new businesses, we are currently exploring various options in respect of consolidating our offices. Such consolidation may result in the need to close or sublease certain offices or parts of offices.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 20-F. This discussion and other parts of this annual report on Form 20-F contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Item 3.D. Risk Factors” and elsewhere in this annual report in Form 20-F. We report financial information under IFRS as issued by the IASB and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.

Our discussion and analysis for the year ended December 31, 2023 can be found in our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 21, 2024.

Overview

To date, we have generated revenues from the sale of our products and related services. In the fourth quarter of 2017 we began commercializing our products and our ability to generate significant revenues and achieve profitability depends on our ability to successfully complete the development of, and to continue to commercialize, our products, including consumables. As of December 31, 2024, we had an accumulated deficit of $687,101,000. Our financing activities are described below under “Liquidity and Capital Resources.”

5.A Operating Results

Operating Expenses

Our current operating expenses consist of three main components – research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist of payroll and related expenses, share-based payments expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.

The following table discloses the breakdown of research and development expenses:

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Sales and Marketing Expenses

Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based payments expenses, rental fees and maintenance as well as other related sales and marketing expenses.

The following table discloses the breakdown of sales and marketing expenses:

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General and Administrative Expenses

General and administrative expenses consist of payroll and related expenses, professional services, share-based payments expenses, depreciation, travel expenses, office expenses, rental fees and maintenance as well as other general and administrative expenses.

The following table discloses the breakdown of general and administrative expenses:

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Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

Results of Operations

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Revenues

Our revenues for the year ended December 31, 2024 amounted to $57,775,000, representing an increase of $1,461,000 or 3%, compared to $56,314,000 for the year ended December 31, 2023. The increase is attributed mostly to increased and more effective sales efforts.

Total Cost of Revenues

Our total cost of revenues for the year ended December 31, 2024 amounted to $32,780,000, representing an increase of $1,924,000 or 6%, compared to $30,856,000, for the year ended December 31, 2023. Total cost of revenues consists mainly of raw materials, materials and consumables in the amount of $20,315,000, payroll and related expenses in the amount of $9,045,000, other related costs (mainly depreciation and rental maintenance expenses) in the amount of $1,765,000 and write-down of inventories and amortization of technology in the amount of $1,655,000. The increase resulted primarily from the above-mentioned increase in revenues and an increase in the cost of revenues related to write-down of inventories following the discontinuation of Fabrica product lines.

Gross Profit

Our gross profit for the year ended December 31, 2024 amounted to $24,995,000, compared to a gross profit of $25,458,000 for the year ended December 31, 2023. The decrease resulted primarily from the increase in the write-down of inventories related to discontinued Fabrica product lines.

Research and Development Expenses

Our research and development expenses for the year ended December 31, 2024 amounted to $37,157,000, representing a decrease of $24,847,000, or 40%, compared to $62,004,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $10,186,000 in payroll and related expenses, a decrease of $9,237,000 in materials for R&D use and subcontractors expenses, as well as a decrease of $3,595,000 in share-based payments expenses.

Sales and marketing Expenses

Our sales and marketing expenses for the year ended December 31, 2024 amounted to $26,951,000, a decrease of $4,756,000 or 15%, compared to $31,707,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $3,491,000 in payroll and related expenses and a decrease of $1,348,000 in share-based payments expenses.

General and Administrative Expenses

Our general and administrative expenses amounted to $40,059,000 for the year ended December 31, 2024, a decrease of $18,195,000 or 31%, compared to $58,254,000 for the year ended December 31, 2023. The decrease is mainly attributed to a decrease of $18,013,000 in professional services, mainly from proxy contest and legal related expenses.

Other Expenses, Net

Our other expenses, net for the year ended December 31, 2024 amounted to $5,966,000 compared to other income, net of $1,627,000 for the year ended December 31, 2023. In 2024 the amount is mainly attributed to Desktop Metal and Markforged transaction related expenses. In 2023 the amount represents compensation from government authorities for damaged inventory, partially offset by reorganization costs incurred during the year.

Operating Loss

As a result of the foregoing, our operating loss for the year ended December 31, 2024 was $86,421,000 as compared to an operating loss of $124,880,000 for the year ended December 31, 2023, a decrease of $38,459,000 or 31%, mainly as a result of the reorganization plan executed by the Company in the fourth quarter of 2023 and other cost reduction efforts taken in 2024.

Finance Expenses and Income

Finance expenses and income mainly consist of revaluation of financial assets and liabilities and lease liabilities, bank interest and fees, revaluation of liability in respect of government grants and exchange rate differences.

We recognized net financial expenses of $10,105,000 for the year ended December 31, 2024, compared to net financial income of $69,282,000 for the year ended December 31, 2023. The change is primarily due to a loss of $75,718,000 from the revaluation of our investment in Stratasys, which is measured at fair value, as well as a decrease of $3,331,000 in bank interest. In addition, in the year ended December 31, 2024, we had $705,000 foreign currency losses, compared to $1,568,000 foreign currency gains for the year ended December 31, 2023.

Total Loss

As a result of the foregoing, our total loss for the year ended December 31, 2024 was $96,923,000, compared to $55,660,000 for the year ended December 31, 2023, an increase of $41,263,000, or 74%. The increase is mainly attributed to the revaluation of our investment in Stratasys’ shares.

5.B Liquidity and Capital Resources

Overview

Since our inception through December 31, 2024, we have funded our operations principally with $1,550,642,000 from issuance of Ordinary Shares, warrants and convertible notes. As of December 31, 2024, and following (i) the execution of a $166 million Repurchase Plans during 2023-2024; and (ii) the acquisition of the Stratasys shares, we held $317,169,000 in cash and cash equivalents along with an additional $440,790,000 in short-term unrestricted bank deposits.

The table below presents our cash flows:

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Operating Activities

Net cash used in operating activities of $57,010,000 during the year ended December 31, 2024 was primarily used for payment of payroll and related expenses, payments for materials and inventory, professional services, rental fees and maintenance, travel and other miscellaneous expenses.

Net cash used in operating activities of $105,069,000 during the year ended December 31, 2023 was primarily used for payment of payroll and related expenses, payments for materials and inventory, rent, travel, professional services and other miscellaneous expenses.

Investing Activities

Net cash from investing activities of $140,052,000 during the year ended December 31, 2024 was primarily from change in our cash in bank deposits and interest received from banks.

Net cash used in investing activities of $166,600,000 during the year ended December 31, 2023 was used for investments of our cash in bank deposits and fixed assets, partially offset by interest received from banks.

Financing Activities

Net cash used in financing activities of $74,447,000 in the year ended December 31, 2024 was mainly due to repurchase of our ADSs and lease payments.

Net cash used in financing activities of $105,414,000 in the year ended December 31, 2023 mainly due to repurchase of our ADSs and lease payments.

Share Repurchase

In February 2023, we announced that we would put into action our previously announced share repurchase plan, or the $100 million Repurchase Plan, allowing us to invest up to $100 million to repurchase our ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The $100 million Repurchase Plan was approved by the Israeli court in in August 2022 for a period of up to 12 months and was later extended by an additional two months. The $100 million Repurchase Plan expired on October 12, 2023, with $4,160,138 remaining, and thereafter no longer eligible for repurchases under such plan. All repurchases made in 2023 were made pursuant to the $100 million Repurchase Plan.

In August 2023, our board of directors authorized a repurchase plan, or the $200 million Repurchase Plan, allowing us to invest up to $200 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The Israeli court approved the $200 million Repurchase Plan on October 17, 2023 for a twelve-month period. The $200 million Repurchase Plan expired on October 16, 2024, with $130,504,940 remaining, and thereafter no longer eligible for repurchases under such plan. All repurchases made in 2024 were made pursuant to the $200 million Repurchase Plan.

In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors.

See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for additional information.

Current Outlook

To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes. Markforged and Desktop, the two companies that we recently acquired, and the results of which will be consolidated into our financials statements for 2025, also have a history of losses.

We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months.

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

5.C Research and development, patents and licenses, etc.

For a description of our research and development programs and the amounts that we have incurred over the last two years pursuant to those programs, please see “Item 5. Operating and Financial Review and Prospects— A. Operating Results— Operating Expenses— Research and Development Expenses” and “Item 5. Operating and Financial Review and Prospects— A. Operating Results— Comparison of the year ended December 31, 2024 to the year ended December 31, 2023— Research and Development Expenses”.

5.D Trend Information

The trends impacting us are described elsewhere in this annual report on Form 20F, including in Items 4.B. and 5.B. As noted therein, since the change in our management at the end of 2024, we have shifted our efforts away from growth through acquisition to increasing profitability in our current operations. Efforts to increase profitability in our current operations is a challenging process. We are reviewing every product group and individual product to determine if it aligns with our longer-term objectives. This review is very complex, involving multiple criteria and many members of our management team, and depends on anticipating future trends and/or building products that meet future needs. However, our expectations may not be accurate or effective, and ultimately we may not achieve the results that we intend and our efforts to achieve profitability may not be successful.

Additionally, a particular element of this process may be the determination from time to time that the focus on our revised strategy will require us to close or divest certain product groups or specific products, including those product groups or specific products developed and manufactured by the companies which we have recently acquired. Such closures or divestments can result in material disruptions to our business, employees, customers, and partners, which may have a material adverse effect on our operations and financial condition, and which may also not achieve the results intended in the longer term.

5.E Critical Accounting Estimates

We describe our material Accounting Policies more fully in Note 3 to our financial statements for the year ended December 31, 2024, included elsewhere in this annual report on Form 20-F. We believe that the accounting policies described in Note 3 to our financial statements are critical in order to fully understand and evaluate our financial condition and results of operations.

We prepare our financial statements in accordance with IFRS as issued by the IASB. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

Other financial and operating data:

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EBITDA is a non-IFRS measure and is defined as earnings before interest income, income tax, depreciation and amortization. We believe that EBITDA, as described above, should be useful considered in evaluating the performance of our business. company’s operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.

Adjusted EBITDA is a non-IFRS measure and is defined as earnings before other financial income, income tax, depreciation and amortization, share-based payments, impairment loss and other non-GAAP income, which consists of exceeded compensation for damaged inventory and fixed assets. Other financial expenses (income), net include exchange rate differences as well as finance expenses for revaluation of assets and liabilities. We believe that Adjusted EBITDA, as described above, should also be useful considered in evaluating the performance of our business. company’s operations. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payment expenses, impairment loss and other non-GAAP income, and Adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.

EBITDA and Adjusted EBITDA can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as stock-based compensation, however, we may incur such expenses in the future which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.

The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our executive officers, key employees and directors as of April 30, 2025: