NNDM Nano Dimension Ltd

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of: June 2024

 

Commission file number: 001-37600

 

NANO DIMENSION LTD.

(Translation of registrant’s name into English)

 

2 Ilan Ramon

Ness Ziona 7403635 Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

CONTENTS

 

On June 3, 2024, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Announces Q1/2024 Results Demonstrating Continued Gross Margin Expansion and Path to Profitability,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

Attached hereto and incorporated herein as Exhibit 99.2 is the Registrant’s investor presentation, dated June 3, 2024.

 

The sections titled “Financial Results” and “Forward-Looking Statements” and the IFRS financial statements of Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-255960, 333-233905, 333-251155, 333-252848, 333-251004, 333-249184, and 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit No.
99.1		Press release issued by Nano Dimension Ltd. on June 3, 2024, titled “Nano Dimension Announces Q1/2024 Results Demonstrating Continued Gross Margin Expansion and Path to Profitability.”
99.2		Investor presentation of Nano Dimension Ltd., dated June 3, 2024.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Nano Dimension Ltd.
	(Registrant)
Date:  June 3, 2024	By:	/s/ Tomer Pinchas
	Name:	Tomer Pinchas
	Title:	Chief Financial Officer and Chief Operating Officer

 

 

2

Exhibit 99.1

 

 

Nano Dimension Announces Q1/2024 Results Demonstrating

Continued Gross Margin Expansion and Path to Profitability

 

Gross Margin Improvement of 235 bps

46.2% in Q1/2024, Up From 43.9% in Q1/2023

Adjusted Gross Margin Improvement of 265 bps

49.8% in Q1/2024, Up From 47.1% in Q1/2023

 

“Reshaping Nano Initiative” Taking Effect with

75% Improvement in Net Cash Burn

$7.0M in Q1/2024, Compared to $27.4M in Q1/2023

 

Outstanding Shares Reduced by 15% to 219 Million, Over the Last 15 Months

 

Strong Capital Position and Cash Management Keeps Company On Previously Announced Path of Net Cash Burn for 2024 to be $12-20M

 

Conference Call to be Held Today at 9:00 A.M. EDT

 

Waltham, Massachusetts, June 3^rd, 2024 – Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), an industry leader in Additively Manufactured Electronics, additive PCB assembly & printhead drivers and software (AME), and a supplier of Additive Manufacturing machines and materials (AM), today announced financial results for the first quarter ended March 31^st, 2024.

 

Revenue:

 

●

Q1/2024 was $13.36 million

●

Q1/2023 was $14.97 million (unusual Q1/2023, spillover from Q4/2022)

 

Gross Margin (GM):

 

●

Q1/2024 was 46%

●

Q1/2023 was 44%

●

235 bps improvement

 

Adjusted Gross Margin¹ (Adjusted GM):

 

●

Q1/2024 was 50%

●

Q1/2023 was 47%

●

265 bps improvement

 

Adjusted EBITDA:

 

●

Q1/2024 was negative $13.6 million

●

Q1/2023 was negative $23.7 million

●

43% improvement

 

Net cash burn²:

 

●

Q1/2024 was $7.0 million

●

Q1/2023 was $27.4 million

●

75% reduction

 

	1	Excluding cost of revenues from depreciation and share-based compensation expenses
	2	Change in cash, cash equivalents and deposits net of treasury shares repurchase and Stratasys shares purchase

 

 

 

Details regarding Adjusted GM and Adjusted EBITDA can be found below in this press release under “non-IFRS measures.”

 

CEO MESSAGE TO SHAREHOLDERS:

 

Dear Shareholders,

 

This was a quarter in which we have seen evidence that the financial results are reflecting our long-term planning. What we said will happen, has happened. I will separate my note into two main pillars in which we assess our business, and we hope you do as well: our income statement and our capital allocation – each being distinct but highly interrelated.

 

Income statement

 

Our income statement is naturally a key metric. We have often said it is not about one quarter, but quarters over time, and what story the numbers reveal about the direction of the business. On this note, for shareholders focused on financial discipline and moving towards profitability, there is a positive story emerging that is the product of a methodical plan.

 

Top-line

 

In 2021, we set a goal to increase revenue considerably. This should not be the sole goal of any business, nor was or is it of Nano Dimension. But it was an interim goal as a means of reaching a minimal threshold to achieve efficiencies.

 

We have done this.

 

In Q1/2021, the last-twelve-month (LTM) revenue was $3.5 million; in Q1/2024 the LTM revenue was $55 million, displaying compound annual growth rate (CAGR) of 150%.

 

On a comparable basis, while Q1/2023 was nontypically high as a result of spillover from Q4/2022, we expect our budgeted growth to continue on an annual basis.

 

Gross Margins

 

While simultaneously making progress on our revenue growth objective, we set out another one: Increasing gross margins, which reflect how we price our sophisticated hi-tech products and our efficiency in manufacturing them vis-à-vis our costs of goods sold (COGS). Surely, this is not our end-goal either, but a critical intermediate step.

 

 

 

We have done this.

 

We improved our gross margins from 10% in Q1/2022 to 46% in Q1/2024, for a relative expansion of approx. 360%.

 

Operating Expenses

 

After growing our revenue and expanding our gross margins, we shifted our focus to reducing our operating expenses, which is critical for the ultimate goal of profitability. Our work in this area comes largely from our Reshaping Nano Initiative, which we announced in Q4/2023. We developed a detailed plan to evolve our global workforce based on the benefits of organizational synergies following a robust M&A program, while not forgoing progress in R&D innovations and go-to-market effectiveness.

 

We have done this.

 

We finished Q1/2024 with a notable reduction in our net cash burn down to $7 million. This is not the end of the story. With this, I want to reaffirm our guidance that we announced in our 2023 full year results: our reduced cash used in operations along with our strong cash management means our effective cash burn will be no more than $20 million for the year, and perhaps as low as $12 million.

 

This is critical. Even without any other big developments, Nano Dimension can maintain its position of strength with minimal cash usage.

 

Capital allocation

 

Our balance sheet is our strategic advantage. How we manage and allocate the capital, is perhaps the greatest indicator of future success.

 

R&D and Innovation

 

The list of accomplishments over the last three years is long, but one focal area has been our industrial AI work coming out of our DeepCube Group that has created differentiated, secure IP to serve the business long into the future.

 

We have done this.

 

Even if we just limit ourselves to Q1/2024, we have filed an important patent related to our industrial AI work from our DeepCube Group and large language models (“LLMs”).

 

Transformational M&A

 

This is arguably the only area where there is not a publicly disclosable Q1/2024 development. But I want to say this clearly: This is a feature, not a bug. As we have always been, our team and banking advisors are pursuing transactions at the right cost, not at any cost. While we believe more than ever that there are great consolidation opportunities in the scope of our M&A search, it is critical we don’t fall into the same mistake that many others have made and that is not thinking critically about a return-on-investment (ROI).

 

Valuable opportunities are becoming more likely as many companies are seeing their own cash reserves dwindle with limited and arguably prohibitively costly mechanisms for securing additional capital.

 

 

 

We are in strong AND ACTIVE positions, which are only getting stronger.

 

Share Repurchase Program

 

We continually assess the best use of our cash. Considering that our current shares trade at a discount to cash value, we believe a share buyback should be considered in comparison to other alternatives, as it also provides value to shareholders. We said we would do this in 2023.

 

We have done this.

 

Outstanding Shares Reduced by 15% to 219 Million, Over the Last 15 months.

 

We have purchased 51,064,088 ordinary shares at approx. $2-$3 per share below cash and investments value since February 2023. Our program has brought our current outstanding share count to 219,237,825 ordinary shares as of March 31^st, 2024; presenting a cash and investment value of approximately $4.1 per share (without considering the value of the $55-$60 million revenue business) as of Q1/2024.

 

In closing

 

Our markets and their macro environments are neither perpetuum mobile, nor are they static, and so is our business. On many important items and especially those clearly within our control, what we said will happen, has happened. This is not to say there is no more to do, and some of the most important things still lie ahead. It is just the beginning.

 

Thank you for your support.

 

Yoav Stern

Chief Executive Officer and a Member of the Board of Directors

Nano Dimension

 

FINANCIAL RESULTS:

 

First Quarter 2024 Financial Results

 

●

Total revenues for the first quarter of 2024 were $13,364,000, compared to $14,965,000 in the first quarter of 2023. The decrease is attributed to decreased sales of the Company’s product lines.

 

●

Total cost of revenues for the first quarter of 2024 was $7,186,000, compared to $8,399,000 in the first quarter of 2023. The decrease resulted primarily from the above-mentioned decrease in revenues and cost reductions that improved the gross margin.

 

 

 

●

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, the Company’s operating expenses across all departments have decreased in the first quarter of 2024 compared to the first quarter of 2023.

 

●

R&D expenses for the first quarter of 2024 were $9,133,000, compared to $19,250,000 in the first quarter of 2023. The decrease is mainly attributed to a decrease in payroll and related expenses, share-based compensation expenses, materials for R&D use and subcontractor services.

 

●

Sales and marketing expenses for the first quarter of 2024 were $6,517,000, compared to $7,486,000 in the first quarter of 2023. The decrease is attributed mainly to payroll and related expenses, as well as share-based compensation expenses.

 

●

General and administrative expenses for the first quarter of 2024 were $9,602,000, compared to $11,033,000 in the first quarter of 2023. The decrease is mainly attributed to a decrease in professional services, payroll and related expenses, and is partially offset by an increase in share-based compensation expenses.

 

●

Net loss for the first quarter of 2024 was $34,772,000, or $0.15 loss per share, compared to net income of $22,222,000, or $0.09 per share, in the first quarter of 2023, with gains that quarter mainly attributed to the re-valuation of our investment in securities.

 

Conference call information

 

The Company will host a conference call to discuss these financial results today, June 3^rd, 2024, at 9:00 a.m. EDT (4:00 p.m. IDT).

 

The call can be accessed via webcast link or phone as detailed below.

 

For webcast link with presentation viewing:

 

https://event.choruscall.com/mediaframe/webcast.html?webcastid=GmLH60ir

 

For phone:

 

U.S. Dial-in Number (Toll Free): 1-844-695-5517

International Dial-in Number: 1-412-902-6751

Israel Dial-in Number (Toll Free): 1-80-9212373

Please request the “Nano Dimension NNDM call” when prompted by the conference call operator.

 

For those unable to participate in the conference call, there will be a replay available from a link on Nano Dimension’s website at http://investors.nano-di.com/events-and-presentations.

 

 

 

About Nano Dimension

 

Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime, anywhere.

 

Nano Dimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

 

Nano Dimension has served over 2,000 customers across vertical target markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The Company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimeters in size with micron precision.

 

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

 

For more information, please visit www.nano-di.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, Nano Dimension is using forward-looking statements when it discusses moving towards profitability, its expectation for its budgeted growth to continue, that its effective cash burn will be no more than $20 million for the year, and perhaps as low as $12 million, that Nano Dimension can maintain its position of strength with minimal cash usage, the Company’s belief that there are great consolidation opportunities in the scope of its M&A search, that valuable opportunities are becoming more likely and the Company’s belief that a share buyback provides considerable value to shareholders. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 21, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.

 

NANO DIMENSION INVESTOR RELATIONS CONTACT

 

Tomer Pinchas, CFO & COO | ir@nano-di.com

 

 

 

Unaudited Consolidated Statements of Financial Position as at

 

		March 31,								December 31,
		2023				2024				20231
(In thousands of USD)		(Unaudited)				(Unaudited)
Assets
Cash and cash equivalents			412,172				251,858				309,571
Bank deposits			573,847				541,164				541,967
Restricted deposits			60				60				60
Trade receivables			10,152				11,840				12,710
Other receivables			6,076				6,419				11,290
Inventory			20,040				19,698				18,390
Total current assets			1,022,347				831,039				893,988
Restricted deposits			1,107				879				881
Investment in securities			160,260				112,657				138,446
Deferred tax			118				—				—
Other receivables			816				—				—
Property plant and equipment, net			10,012				16,078				16,716
Right-of-use assets			15,497				11,084				12,072
Intangible assets			—				2,235				2,235
Total non-current assets			187,810				142,933				170,350
Total assets			1,210,157				973,972				1,064,338
Liabilities
Trade payables			5,503				4,123				4,696
Financial derivatives and deferred consideration			5,040				—				—
Other payables			18,456				21,837				25,265
Current portion of lease liability			4,724				4,317				4,473
Current portion of bank loan			347				138				38
Total current liabilities			34,070				30,415				34,472
Liability in respect of government grants			1,861				1,989				1,895
Employee benefits			1,561				4,009				2,773
Liability in respect of warrants			123				—				—
Long term lease liability			11,409				7,900				8,742
Deferred tax liabilities			—				—				75
Bank loan			686				380				595
			15,640				14,278				14,080
Total non-current liabilities			49,710				44,693				48,552
Total liabilities
Equity
Non-controlling interests			578				857				1,011
Share capital			389,943				404,366				400,700
Share premium and capital reserves			1,300,781				1,298,973				1,299,542
Treasury shares			(19,901	)			(149,461	)			(97,896	)
Foreign currency translation reserve			973				1,249				2,929
Remeasurement of net defined benefit liability (IAS 19)			2,508				(726	)			707
Accumulated loss			(514,435	)			(625,979	)			(591,207	)
Equity attributable to owners of the Company			1,159,869				928,422				1,014,775
Total equity			1,160,447				929,279				1,015,786
Total liabilities and equity			1,210,157				973,972				1,064,338

 

1	The December 31, 2023, balances were derived from the Company’s audited annual financial statements

 

 

 

Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income

 

		Three Months Ended March 31,								Year ended December 31,
		2023				2024				2023
		Thousands				Thousands				Thousands
		USD				USD				USD
Revenues			14,965				13,364				56,314
Cost of revenues			8,267				7,142				30,759
Cost of revenues - write-down of inventories			132				44				97
Total cost of revenues			8,399				7,186				30,856
Gross profit			6,566				6,178				25,458
Research and development expenses			19,250				9,133				62,004
Sales and marketing expenses			7,486				6,517				31,707
General and administrative expenses			11,033				9,602				58,254
Other income, net			—				109				1,627
Operating loss			(31,203	)			(18,965	)			(124,880	)
Finance income			56,826				11,311				70,934
Finance expenses			3,590				27,324				1,652
Income (Loss) before taxes on income			22,033				(34,978	)			(55,598	)
Taxes benefit (expenses)			(74	)			16				(62	)
Income (Loss) for the period			21,959				(34,962	)			(55,660	)
Loss attributable to non-controlling interests			(263	)			(190	)			(1,110	)
Income (Loss) attributable to owners			22,222				(34,772	)			(54,550	)
Income (Loss) per share
Basic gain (loss) per share			0.09				(0.15	)			(0.22	)
Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss
Foreign currency translation differences for foreign operations			403				(1,704	)			2,368
Other comprehensive income items that will not be transferred to profit or loss
Remeasurement of net defined benefit liability (IAS 19), net of tax			—				(1,433	)			(1,801	)
Total other comprehensive income (loss) for the period			403				(3,137	)			567
Total comprehensive income (loss) for the period			22,362				(38,099	)			(55,093	)
Comprehensive loss attributable to non-controlling interests			(250	)			(214	)			(1,088	)
Comprehensive income (loss) attributable to owners of the Company			22,612				(37,885	)			(54,005	)

 

 

 

Consolidated Statements of Changes in Equity (Unaudited)

(In thousands of USD)

 

		Share capital				Share premium and capital reserves				Remeasurement of IAS 19				Treasury shares				Foreign currency translation reserve				Accumulated loss				Total				Non-controlling interests				Total equity
		Thousands				Thousands				Thousands				Thousands				Thousands				Thousands				Thousands				Thousands				Thousands
		USD				USD				USD				USD				USD				USD				USD				USD				USD
Balance as December 31, 2023			400,700				1,299,542				707				(97,896	)			2,929				(591,207	)			1,014,775				1,011				1,015,786
Investment of non-controlling party in subsidiary			—				—				—				—				—				—				—				60				60
Loss for the period			—				—				—				—				—				(34,772	)			(34,772	)			(190	)			(34,962	)
Other comprehensive loss for the period			—				—				(1,433	)			—				(1,680	)			—				(3,113	)			(24	)			(3,137	)
Exercise of warrants, options and vesting of RSUs			3,666				(3,666	)			—				—				—				—				—				—				—
Repurchase of treasury shares			—				—				—				(51,565	)			—				—				(51,565	)			—				(51,565	)
Share-based payment acquired			—				(363	)			—				—				—				—				(363	)			—				(363	)
Share-based payments			—				3,460				—				—				—				—				3,460				—				3,460
Balance as of March 31, 2024			404,366				1,298,973				(726	)			(149,461	)			1,249				(625,979	)			928,422				857				929,279

 

 

 

Consolidated Statements of Cash Flows (Unaudited)

(In thousands of USD)

 

		Three Months Ended March 31,								Year ended December 31
		2023				2024				2023
Cash flow from operating activities:
Net income (loss)			21,959				(34,962	)			(55,660	)
Adjustments:
Depreciation and amortization			1,423				2,066				6,544
Financing income net			(8,152	)			(9,798	)			(46,281	)
Revaluation of financial liabilities accounted at fair value			191				22				461
Revaluation of financial assets accounted at fair value			(45,276	)			25,789				(23,462	)
Loss from disposal of property plant and equipment and right-of-use assets			124				6				326
Increase in deferred tax			(3	)			—				(11	)
Share-based payments			6,124				3,460				20,101
Other			45				37				164
			(45,524	)			21,582				(42,158	)
Changes in assets and liabilities:
Increase in inventory			(545	)			(2,287	)			(340	)
(Increase) decrease in other receivables			(851	)			4,589				(5,775	)
(Increase) decrease in trade receivables			(3,708	)			313				(5,603	)
Increase (decrease) in other payables			(528	)			(1,917	)			4,856
Increase (decrease) in employee benefits			(561	)			51				(1,478	)
Increase (decrease) in trade payables			1,805				(345	)			1,089
			(4,388	)			404				(7,251	)
Net cash used in operating activities			(27,953	)			(12,976	)			(105,069	)
Cash flow from investing activities:
Change in bank deposits			(228,497	)			(6,594	)			(189,060	)
Interest received			11,292				17,154				41,529
Change in restricted bank deposits			(271	)			(11	)			(27	)
Acquisition of property plant and equipment			(3,944	)			(776	)			(9,098	)
Acquisition of intangible asset			—				(711	)			(1,524	)
Payment of a liability for contingent consideration in a business combination			(3,960	)			—				(9,255	)
Other			—				—				835
Net cash from (used in) investing activities			(225,380	)			9,062				(166,600	)
Cash flow from financing activities:
Lease payments			(1,220	)			(1,140	)			(4,823	)
Repayment long-term bank debt			(57	)			(73	)			(536	)
Proceeds from non-controlling interests			—				—				1,089
Amounts recognized in respect of government grants liability			(85	)			(36	)			(298	)
Payments of share price protection recognized in business combination			—				(363	)			(4,459	)
Repurchase of treasury shares			(18,392	)			(51,565	)			(96,387	)
Net cash used in financing activities			(19,754	)			(53,177	)			(105,414	)
Decrease in cash and cash equivalents			(273,087	)			(57,091	)			(377,083	)
Cash and cash equivalents at beginning of the period			685,362				309,571				685,362
Effect of exchange rate fluctuations on cash			(103	)			(622	)			1,292
Cash and cash equivalents at end of the period			412,172				251,858				309,571
Non-cash transactions:
Intangible asset acquired on credit			—				—				711
Property plant and equipment acquired on credit			476				286				214
Recognition of a right-of-use asset			127				158				929

 

 

 

Non-IFRS measures

 

The following are reconciliations of income before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross profit, as calculated in accordance with IFRS, to Adjusted Gross Profit:

 

		For the Three-Month Period Ended March 31, 2024
Net loss			(34,962	)
Tax income			(16	)
Depreciation			2,066
Interest income			(11,311	)
EBITDA (loss)			(44,223	)
Finance expense from revaluation of assets and liabilities			25,972
Exchange rate differences			1,333
Share-based compensation expenses			3,460
Other extraordinary income, net			(115	)
Adjusted EBITDA (loss)			(13,573	)
Gross profit			6,178
Depreciation and amortization			141
Share-based payments			335
Adjusted gross profit			6,654

 

EBITDA is a non-IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Company’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, 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 and other extraordinary income, net, which consists of additional compensation for damaged fixed assets. Other financial expense (income), net includes exchange rate differences as well as finance income or revaluation of assets and liabilities. We believe that Adjusted EBITDA, as described above, should also be considered in evaluating the 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, 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.

 

Adjusted gross profit, excluding depreciation and amortization and share-based compensation expenses, is a non-IFRS measure and is defined as gross profit excluding amortization expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Company’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non-cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues.

 

EBITDA, Adjusted EBITDA, and Adjusted gross profit do not represent cash generated by operating activities in accordance with IFRS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies may calculate these measures differently than we do.

 

 

Exhibit 99.2

 

Nano Dimension Leading Manufacturing into the Future 1 st Quarter 2024 Results & Earnings Call Yoav Stern, CEO & Member of the Board Tomer Pinchas, CFO & COO Julien Lederman, VP Corporate Development June 3 rd , 2024

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 2 Forward Looking Statements This presentation of Nano Dimension Ltd . (the “Company” or “Nano Dimension”) contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws . Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward - looking statements . For example, the Company is using forward - looking statements when it discusses the AM industry turn around opportunity, advantages and benefits of the Company's buyback program . Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties . Forward - looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain . Such expectations, beliefs and projections are expressed in good faith . However, there can be no assurance that management's expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward - looking statements . Forward - looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward - looking statements . For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report for the year ended December 31 , 202 3 2 , filed with the SEC . Forward - looking statements speak only as of the date the statements are made . The Company assumes no obligation to update forward - looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward - looking information except to the extent required by applicable securities laws . If the Company does update one or more forward - looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward - looking statements .

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 3 Headline Financials ▪ $13.4M Revenue ▪ 46% Gross margin (IFRS) Up from 44% in Q1/2023 ▪ 50% Adj. Gross margin (non - IFRS) 1 Up from 47% in Q1/2023 ▪ $7M Net cash burn 2 Highlights for Q1 2024 Margin Expansion and Path to Profitability 1. See reconciliation of IFRS to non - IFRS on slide 12 2. See reconciliation of net cash burn o n slide 13 Business updates ▪ Reshaping Nano Initiative delivering results ▪ Expanding customer base ▪ New developments across the Nano portfolio ▪ $147M in repurchased shares Jan 1, 2023 – Mar. 31, 2024 46% Gross margin 235 bps YoY 50% Adjusted Gross margin 265 bps YoY $7M Net cash burn 75% YoY $13.36M (vs. $14.97M) Revenue Q1/23 - spillover from 2022

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 4 New Customers Partnering with Nano Continued Expansion of Leading Industrial and Defense Players New customer in RF New customer in advanced electronics Repeat sale to a Western Defense Agency Repeat sale to a US leader in “New Space” New customer in “New Space” Repeat sale to a US defense contractor

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 5 Innovation Securing Competitive Advantage R&D Across Our Portfolio of Technologies DeepCube Industrial AI ▪ Expanding AI services base with another customer ▪ Deep learning - AI patent granted Robotics ▪ Additive Electronics high - speed dispensing enhancement, increasing speed by 3x Digital Solutions ▪ Partnering with Esko & Fiery , to provide a comprehensive, One - Stop - Shop Digital Print Solution

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 6 Reshaping Nano Growing and Transforming the Company Financially Cash flow positive 2025/6 10% 46% Gross margin Q1/22 Q1/24 Expanding margin 2022+ 36% Expansion 1. Excluding share - based compensation expenses (see reconciliation on slide 12) 2. See reconciliation of net cash burn o n slide 13 $32M $22M Operating expenses¹ Q1/23 Q1/24 Optimizing operating model 2023+ 31% Reduction $27M $7M Net cash burn² Q1/23 Q1/24 Improving cash usage 2023+ 75% Reduction $4M $55M Revenue Q1/21 Q1/24 Growing revenue to scale 2021+ 150% CAGR

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 7 The AM Industry Turn - around Opportunity Good industry, Bad Business models ($300M) $0M $300M $600M $900M $1,200M $1,500M $1,800M 2012 2022 Revenue EBIT 1. Sources: FactSet Fundamentals – Standardized Revenue & EBIT FY2012 – FY2022 (3D Systems Inc., SLM Solutions Group AG, Stratasys Ltd.) German Statistical business register – Revenue & EBIT (10.1.11 – 30.09.12) – (10.1.21 – 30.09.22), FX rate as of the end of the reporting period (EOS - H olding GmbH) Products & services in demand from a growing market Poor business strategies have destroyed otherwise good businesses Acquire great assets and turn - around for financial success Consolidated results of 4 industry leaders¹ Take - aways

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 8 Buyback Program (BBP) to Strengthen Financial Profile 1. Includes cash, deposits, and investment in securities 2. NASDAQ: NNDM – Share Price Market Close May 31 st , 2024 Creating Instant Value While Strategic Plans Materialize $147M In shares repurchased Jan 1, 2023 – Mar. 31, 2024 ~15% Reduction in share count Jan 1, 2023 – Mar. 31, 2024 BBP has more “inventory” As of Mar. 31, 2024 Approx. $4.1 Cash and equivalents value per share 1 --------------------------- In buying a share for $2.7 2 , you are buying OVER $4.1 for $2.7

© 2022 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 9 Q&A

Appendix

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 11 Reconciliation for Non - IFRS Measures EBITDA is a non - IFRS measure and is defined as income before taxes, excluding depreciation and amortization expenses and amortiz ation of assets recognized in business combination and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Com pany’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential diffe ren ces caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting rel ati ve depreciation and amortization expense, respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by inves tor s, 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 income before taxes, excluding depreciation and amortization expenses, i nterest income, finance income for revaluation of assets and liabilities, exchange rate differences and share - based payments. We believe that Adjusted EBITDA, as d escribed above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted EBITDA facilitates the Company’s performance compari son s from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciat ion charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from rev alu ation of assets and liabilities, exchange rate differences and share - based payment expenses. Adjusted EBITDA is useful to an investor in evaluating our operating performance b ecause it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to no n - c ash items, such as expenses related to revaluation, exchange rate differences and share - based payments. Adjusted gross profit, excluding depreciation and amortization and share - based payments expenses, is a non - IFRS measure and is d efined as gross profit excluding amortization expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Co mpany’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out pote nti al differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance be cause it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non - cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues. EBITDA, Adjusted EBITDA, and Adjusted gross profit do not represent cash generated by operating activities in accordance with IF RS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures sho uld be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies m ay calculate these measures differently than we do. Net cash burn is a non - IFRS measure and defined as the change in cash, cash equivalents and deposits net of treasury shares repu rchase and Stratasys shares. We believe that net cash burn, as described above, should be considered in evaluating the Company’s financial strength. Net cash bu rn gives a sense of how our use of cash and cash flow has changed overtime.

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 12 Reconciliation for Non - IFRS Measures The following are reconciliations of income before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”), to EBITDA and Adjusted EBITDA, as well as of gross profit, as calculated in accordance with IFRS, to Adju ste d Gross Profit. See full reconciliation and explanation in Q1 2024 Nano Dimension press release published June 3 rd , 2024 Q1 2024 Q1 2023 Amounts in thousands of USD ( 34,962 ) 21,959 Net (loss) income ( 16 ) 74 Tax (income) expenses 2,066 1,423 Depreciation and amortization ( 11,311 ) ( 11,520 ) Interest income ( 44,223 ) 11,936 EBITDA (loss) 25,972 ( 44,777 ) Finance expense (income) from revaluation of assets and liabilities 1,333 3,045 Exchange rate differences 3,460 6,124 Share - based compensation expenses ( 115 ) 0 Other extraordinary income, net ( 13,573 ) ( 23,672 ) Adjusted EBITDA (loss) Q1 2024 Q1 2023 Amounts in thousands of USD 6,178 6,566 Gross profit 141 66 Depreciation and amortization 335 422 Share - based compensation expenses 6,654 7,054 Adjusted gross profit Q1 2024 Q1 2023 Amounts in thousands of USD 25,252 37,769 Operating expenses 3,460 6,124 Share - based compensation expenses 21,792 31,645 Operating expenses excluding share - based compensation expenses

© 2024 Nano Dimension. All Rights Reserved. Distribution, Citation or Copying Without Permission is Strictly Prohibited. 13 Amounts in thousands of USD Key Metrics Q1 2024 Cash Flow Balance Sheet Income Statement Q1 2024 Q1 2023 Q1 2024 Q1 2023 Q1 2024 Q1 2023 58,518 45,749 Change in cash, cash equivalents and deposits 973,972 1,210,157 Total Assets 13,364 14,965 Total Revenue 51,565 18,392 Treasury shares repurchase 44,693 49,710 Total Liabilities 6,654 7,054 Adjusted Gross Profit 1 6,953 27,357 Net Cash Burn 2 929,279 1,160,447 Total Equity 50% 47% Adjusted Gross Margin (13,573) (23,672) Adjusted EBITDA (loss) 1. See reconciliation of IFRS to non - IFRS on slide 12 2. Change in cash, cash equivalents and deposits net of treasury shares repurchase

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