11/05/2026 | Press release | Distributed by Public on 11/05/2026 15:20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" sections.
Overview
We engage in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. 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 our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $90.6 million and $67.1 million for the nine months ended September 30, 2026 and 2025, respectively, and incurred net losses from continuing operations of $115.1 million, inclusive of $40.4 million of goodwill impairment, and $66.4 million, respectively, for those same periods. As of September 30, 2026, we had an accumulated loss of $1,086.1 million and cash, cash equivalents, bank deposits and marketable securities of $396.9 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.
Recent Developments
Departure of Directors and Officers; Election of Directors
On July 17, 2026, Nano Dimension Ltd. (the "Company") entered into a Settlement Agreement (the "Agreement") by and among the Company, members of the Company's Board of Directors (the "Board"), and Murchinson Ltd. and its affiliated entities and persons (collectively, "Murchinson").
Pursuant to the terms of the Agreement, (i) each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the "Departing Directors") resigned from the Board and all positions with the Company and its subsidiaries, effective immediately following execution of the Agreement, (ii) the Company appointed each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow (the "New Directors") to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Company's 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors, and (iii) Murchinson irrevocably withdrew its demand, dated May 21, 2026, that the Company call an extraordinary general meeting of shareholders (the "EGM") to vote on various proposals submitted by Murchinson, enabling the Company to cancel the EGM previously scheduled to be held on July 31, 2026, which has been cancelled. In addition, parties to the Agreement also agreed to certain litigation-related provisions, including a mutual release of certain claims and a covenant not to initiate or pursue certain legal proceedings, as well as certain non-disparagement provisions.
On August 16, 2026, the Board appointed Nadav Kidron to the Board as a Class II director for the term expiring on the date of the Company's 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, effective immediately.
Changes in Control
As a result of the resignations of the Departing Directors and the appointments of the New Directors, a change in control of the Company occurred on July 17, 2026. Except as disclosed above, there are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Appointment of Chief Executive Officer
On July 21, 2026, Mr. Rozenbaum was appointed as the Interim Chief Executive Officer of the Company. On November 3, 2026,
Mr. Rozenbaum was named as the permanent Chief Executive Officer of the Company.
Change in Auditor
On September 28, 2026, the Company dismissed KPMG as the Company's independent registered public accounting firm. and engaged Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited ("PwC Israel") as the Company's new independent registered public accounting firm, beginning with the audit of the Company's financial statements for the year ending December 31, 2026 and the review of the Company's unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026. The engagement of PwC Israel was approved by the Audit Committee of the Board of Directors of the Company.
Impact of Macroeconomic Trends
Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.
Key Factors Affecting Operating Results
We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.
Hardware sales
Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.
Go to market
We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.
Seasonality
Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.
Components of Results of Operations
Revenue
The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.
Cost of revenue
Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.
Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams' provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.
Gross profit and gross margin
Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:
We expect our gross margins to fluctuate over time, depending on the factors described above.
Research and development
Our research and development expenses consist of payroll and related expenses, share-based compensation expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.
Sales and marketing
Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based compensation expenses, facilities costs, and other demand generation services.
General and administrative
General and administrative expenses consist of payroll and related expenses for our executive leadership and finance, human resources and IT departments, professional services, share-based compensation expenses, legal fees, transaction costs, depreciation, travel expenses, office expenses, facilities costs as well as other general and administrative expenses.
Restructuring and other
Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiaries, or sale of business assets that do not meet the definition of discontinued operations.
Desktop Metal litigation
Desktop Metal litigation expenses include the costs incurred by the Company related to litigation brought against the Company by Desktop Metal prior to the acquisition. On December 16, 2024, Desktop filed a lawsuit against the Company in the Delaware Court of Chancery alleging that we failed to use our reasonable best efforts to obtain regulatory approval in connection with the Merger Agreement entered into on July 2, 2024, or Merger Agreement. We brought counterclaims against Desktop in connection with its obligations under the Merger Agreement, including its obligations to operate its business in the ordinary course and not to experience a bankruptcy. On December 31, 2024, Desktop filed an additional lawsuit in the Delaware Court of Chancery seeking to enjoin the Company and Markforged from consummating the acquisition of Markforged before we consummated the merger with Desktop. In that lawsuit, Desktop alleged that if the acquisition of Markforged were to be consummated before the merger with Desktop, it would violate the terms of the Merger Agreement. The court consolidated the Markforged action with Desktop's initial suit. These claims proceeded through discovery and to trial in the Delaware Court of Chancery. On March 24, 2025, the Delaware Court of Chancery ruled in Desktop's favor and ordered the Company to proceed to close the Desktop transaction. On April 2, 2025, the parties finalized the transaction and filed a stipulation of dismissal in the Delaware Court of Chancery.
Impairment losses
Consists of impairment expenses related to the impairment of goodwill, right-of-use assets, disposal of property, plant, and equipment, and intangible assets.
Gain (loss) on investment in marketable equity securities
Consists of the revaluation of our investment in Stratasys, which is measured at fair value.
Finance income
Finance income includes bank interest earned on deposits, exchange rate differences, revaluation of financial assets and liabilities through profit and loss.
Finance expense
Finance expense includes exchange rate differences, revaluation of financial assets and liabilities through profit and loss, revaluation of government grant liabilities, and interest related to the Continuous Composites settlement that will accrete $1.8 million of interest over the remaining payment term.
Income tax expense
We have historically recorded an immaterial income tax expense each year since our inception due to ongoing operating losses.
Fiscal Year 2025 Acquisitions and Subsequent Bankruptcy
On April 2, 2025, we acquired Desktop Metal, a provider of industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding our customer base and global market presence across key industries. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and all income producing assets were sold in the third quarter of 2025. The purchase price of Desktop Metal was $180.3 million. The acquisition was funded through available cash.
The consolidated statements of operations and comprehensive loss includes impairment of the asset group of $139.4 million and loss from operations of $53.9 million for the period of acquisition through the date that the bankruptcy plan was approved, which are both included within net loss from discontinued operations.
On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to
bring industrial production to the point of need on the factory floor. Taking control of Markforged was expected to enable us to access Markforged's additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we entered into a definitive agreement to sell MarkForged Inc. to Stratasys Ltd. The transaction is expected to close in the forth quarter of 2026, subject to regulatory approvals and customary closing conditions.
Critical Accounting Policies and Estimates
A "critical accounting policy" is one which is both important to the portrayal of our financial condition and results of operations and requires management's subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, "Summary of Significant Accounting Policies" included in Part II, Item 8, "Financial Statements and Supplementary Data" to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent accounting pronouncements
Refer to Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the recent accounting pronouncements that we have adopted and have not yet adopted.
Results of Operations
Comparison of the three months ended September 30, 2026 and 2025
Revenue and Net Loss
The following table presents consolidated revenue and net loss:
|
Three months ended |
||||||||||||||||
|
(in thousands, except percentages) |
2026 |
2025 |
$ change |
% change |
||||||||||||
|
Revenue: |
||||||||||||||||
|
Product |
$ |
26,230 |
$ |
20,199 |
$ |
6,031 |
30 |
% |
||||||||
|
Service |
5,685 |
6,685 |
(1,000 |
) |
(15 |
)% |
||||||||||
|
Total revenue |
31,915 |
26,884 |
5,031 |
19 |
% |
|||||||||||
|
Cost of revenue: |
||||||||||||||||
|
Product |
14,197 |
15,187 |
(990 |
) |
(7 |
)% |
||||||||||
|
Service |
3,277 |
3,553 |
(276 |
) |
(8 |
)% |
||||||||||
|
Total cost of revenue |
17,474 |
18,740 |
(1,266 |
) |
(7 |
)% |
||||||||||
|
Gross profit |
14,441 |
8,144 |
6,297 |
77 |
% |
|||||||||||
|
Research and development |
4,914 |
8,530 |
(3,616 |
) |
(42 |
)% |
||||||||||
|
Sales and marketing |
7,882 |
10,097 |
(2,215 |
) |
(22 |
)% |
||||||||||
|
General and administrative |
33,620 |
14,210 |
19,410 |
137 |
% |
|||||||||||
|
Restructuring and other |
5,815 |
2,021 |
3,794 |
188 |
% |
|||||||||||
|
Desktop Metal litigation |
- |
693 |
(693 |
) |
(100 |
)% |
||||||||||
|
Impairment losses |
1,190 |
5,721 |
(4,531 |
) |
(79 |
)% |
||||||||||
|
Total operating loss |
(38,980 |
) |
(33,128 |
) |
(5,852 |
) |
18 |
% |
||||||||
|
Gain on investment in marketable equity securities |
(2,424 |
) |
(2,617 |
) |
193 |
(7 |
)% |
|||||||||
|
Other expense, net |
(167 |
) |
(150 |
) |
(17 |
) |
11 |
% |
||||||||
|
Finance income |
3,137 |
6,674 |
(3,537 |
) |
(53 |
)% |
||||||||||
|
Finance expense |
(245 |
) |
(258 |
) |
13 |
(5 |
)% |
|||||||||
|
Loss before income taxes |
(38,679 |
) |
(29,479 |
) |
(9,200 |
) |
31 |
% |
||||||||
|
Income tax expense (benefit) |
(24 |
) |
24 |
(48 |
) |
(200 |
)% |
|||||||||
|
Net loss from continuing operations |
(38,655 |
) |
(29,503 |
) |
(9,152 |
) |
31 |
% |
||||||||
|
Net loss from discontinued operations, net of income tax of nil |
- |
(23,502 |
) |
23,502 |
(100 |
)% |
||||||||||
|
Net loss |
(38,655 |
) |
(53,005 |
) |
14,350 |
(27 |
)% |
|||||||||
Total revenue increased $5.0 million due to Surface Mount Technology ("SMT") product line revenue increasing $6.0 million. During the three months ended September 30, 2025, demand was negatively impacted by tariff uncertainty. This increase was partially offset by the sale of AME in the second quarter of 2026 of $1.4 million.
Cost of revenue decreased $1.3 million, of which, $3.6 million is the decrease in inventory step-up amortization and intangible asset amortization from purchase accounting. This decrease was partially offset by the sale of AME in the second quarter of 2026. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.
Research and development expense decreased $3.6 million, primarily due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense decreased $2.2 million largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
General and administrative expense increased $19.4 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. This was partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $3.8 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.
We incurred $0.7 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended September 30, 2025 that did not recur in the three months ended September 30, 2026.
The impairment loss in the third quarter of 2026 related to asset impairment of the Markforged Sweden legal entity property, plant and equipment. The impairment loss in the third quarter of 2025 related to partial impairment of the right-of-use asset of Nano's corporate headquarters, 60 Tower Road.
Gain (loss) on Investment in Marketable Equity Securities
The loss on investment in marketable equity securities for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.
Finance Income and Expense
We recognized net financial income of $2.9 million for the three months ended September 30, 2026 compared to $6.4 million for the three months ended September 30, 2025 a decrease of $3.5 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
Net Loss from Discontinued Operations
Desktop Metal was deconsolidated in the third quarter of 2025 following the Chapter 11 bankruptcy filing. This led to the consolidation of losses from discontinued operations during the period of $10.6 million and a loss from deconsolidation of $12.9 million.
Comparison of the nine months ended September 30, 2026 and 2025
Revenue and Net Loss
The following table presents consolidated revenue and net loss:
|
Nine months ended September 30, |
||||||||||||||||
|
(in thousands of U.S. dollars, except percentages) |
2026 |
2025 |
$ change |
% change |
||||||||||||
|
Revenue: |
||||||||||||||||
|
Product revenue |
$ |
73,142 |
$ |
51,942 |
$ |
21,200 |
41 |
% |
||||||||
|
Service revenue |
17,461 |
15,180 |
2,281 |
15 |
% |
|||||||||||
|
Total revenue |
90,603 |
67,122 |
23,481 |
35 |
% |
|||||||||||
|
Cost of revenue: |
||||||||||||||||
|
Product |
41,605 |
38,678 |
2,927 |
8 |
% |
|||||||||||
|
Service |
9,136 |
7,416 |
1,720 |
23 |
% |
|||||||||||
|
Total cost of revenue |
50,741 |
46,094 |
4,647 |
10 |
% |
|||||||||||
|
Gross Profit |
39,862 |
21,028 |
18,834 |
90 |
% |
|||||||||||
|
Research and development |
18,903 |
22,588 |
(3,685 |
) |
(16 |
)% |
||||||||||
|
Sales and marketing |
25,979 |
25,648 |
331 |
1 |
% |
|||||||||||
|
General and administrative |
61,741 |
41,985 |
19,756 |
47 |
% |
|||||||||||
|
Restructuring and other |
15,706 |
7,049 |
8,657 |
123 |
% |
|||||||||||
|
Desktop Metal litigation |
- |
32,008 |
(32,008 |
) |
(100 |
)% |
||||||||||
|
Impairment losses |
41,578 |
8,406 |
33,172 |
395 |
% |
|||||||||||
|
Total operating loss |
(124,045 |
) |
(116,656 |
) |
(7,389 |
) |
6 |
% |
||||||||
|
(Loss) gain on investment in marketable equity securities |
(3,587 |
) |
22,396 |
(25,983 |
) |
(116 |
)% |
|||||||||
|
Other expense, net |
(175 |
) |
(206 |
) |
31 |
(15 |
)% |
|||||||||
|
Finance income |
13,550 |
28,697 |
(15,147 |
) |
(53 |
)% |
||||||||||
|
Finance expense |
(738 |
) |
(521 |
) |
(217 |
) |
42 |
% |
||||||||
|
Loss before income taxes |
(114,995 |
) |
(66,290 |
) |
(48,705 |
) |
73 |
% |
||||||||
|
Income tax benefit |
126 |
123 |
3 |
2 |
% |
|||||||||||
|
Net loss from continuing operations |
(115,121 |
) |
(66,167 |
) |
(48,954 |
) |
74 |
% |
||||||||
|
Net loss from discontinued operations, net of income tax of nil |
- |
(193,263 |
) |
193,263 |
(100 |
)% |
||||||||||
|
Net loss |
(115,121 |
) |
(259,430 |
) |
144,309 |
(56 |
)% |
|||||||||
|
Less: Net loss attributable to non-controlling interests |
- |
(323 |
) |
323 |
(100 |
)% |
||||||||||
|
Net loss attributable to common shareholders |
$ |
(115,121 |
) |
$ |
(259,107 |
) |
$ |
143,986 |
(56 |
)% |
||||||
Total revenue increased $23.5 million, primarily attributable to the inclusion of three quarters of Markforged versus two in 2025, and an increase in SMT product line revenue of $12.3 million. During the nine months ended September 30, 2025, international demand was negatively impacted by tariff uncertainty. This increase in revenue was partially offset by a decrease due to the sale of the product line of AME of $2.6 million.
Cost of revenue increased $4.6 million. This was offset by a decrease in inventory step-up amortization and intangible asset amortization from purchase accounting and cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume of the Markforged and SMT product lines.
Research and development expense decreased $3.7 million due to lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense increased $0.3 million due primarily to the acquisition of Markforged that was offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.
General and administrative expense increased $19.8 million primarily due to recording of a settlement payable to a related party of $14.7 million and estimated contingencies of $6.0 million during the third quarter of 2026. In addition, the acceleration of depreciation of the 60 Tower Road leasehold improvements resulted in $3.3 million of additional depreciation in the third quarter of 2026. The increases in expense were partially offset by lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $8.7 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. During the third quarter of 2026, the Company terminated the lease for its current corporate headquarters, effective December 31, 2026. The modification on our headquarters lease resulted in $3.6 million of rent expense in the third quarter of 2026.
We incurred $32.0 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the nine months ended September 30, 2025 that did not recur in the nine months ended September 30, 2026.
Impairment losses increased $33.2 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million and asset impairment at Markforged Sweden of $1.2 million. The impairment loss in 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office, and partial impairment of the 60 Tower headquarters.
(Loss) Gain on Investment in Marketable Equity Securities
Loss on investment in marketable equity securities for the nine months ended September 30, 2026 was a loss of $3.6 million compared to a gain of $22.4 million for the nine months ended September 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SSYS) over both periods.
Finance Income and Expense
We recognized net financial income of $12.8 million for the nine months ended September 30, 2026 compared to $28.2 million for the nine months ended September 30, 2025, a decrease of $15.4 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
Net Loss from Discontinued Operations
We incurred a loss from discontinued operations of $193.3 million for the nine months ended September 30, 2025 due to the full impairment of the Desktop Metal asset group of $139.4 million. In addition, losses from discontinued operations for the nine months ended September 30, 2025 were $41.0 million and a loss on deconsolidation was recognized for $12.9 million.
Liquidity and Capital Resources
Overview
Since our inception through September 30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of September 30, 2026, we held $314.9 million in cash and cash equivalents.
Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations, and other accrued obligations, including the $14.7 million settlement payable to Murchinson. We are also subject to ongoing payment obligations. For example, pursuant to the Continuous Composites Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations. Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased 5,862,810 ADSs in the open market at an average price of $1.46 per share, for an aggregate purchase price of $8.6 million.
The table below presents our cash flows:
|
Nine months ended September 30, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Cash flows used in operating activities |
$ |
(55,082 |
) |
$ |
(58,534 |
) |
||
|
Cash flow from (used in) investing activities |
170,164 |
64,845 |
||||||
|
Cash flow used in financing activities |
(11,193 |
) |
(5,161 |
) |
||||
|
Net cash used in discontinued operations |
- |
(22,373 |
) |
|||||
|
Effect of exchange rate fluctuations on cash |
5,997 |
3,821 |
||||||
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ |
109,886 |
$ |
(17,402 |
) |
|||
Operating Activities
Net cash used in operating activities of $55.1 million during the nine months ended September 30, 2026 was primarily used for payment of the termination of the 60 Tower lease of $13.0 million, payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.
Net cash used in operating activities of $58.5 million during the nine months ended September 30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.
Investing Activities
Net cash from investing activities of $170.2 million during the nine months ended September 30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.
Net cash used in investing activities of $64.8 million during the nine months ended September 30, 2025 due to the purchases of Desktop Metal and Markforged in April 2025, partially offset by the change in bank deposits used to finance the acquisitions.
Financing Activities
Net cash used in financing activities of $11.2 million during the nine months ended September 30, 2026 was mainly due to repurchase of our ADSs.
Net cash used in financing activities of $5.2 million during the nine months ended September 30, 2025 was mainly due to repurchase of our ADSs.
Discontinued Operations
Net cash used in discontinued operations is related to the activity of Desktop Metal for the period from acquisition in April 2025
until deconsolidation in July 2025.
Share Repurchase
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. During the three and nine months ended September 30, 2026 and 2025, 7,022,529 and 3,513,549 ordinary shares were repurchased under the $150 million Repurchase Plan, respectively.
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.
We believe we will continue to incur operating losses and negative cash flows 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 and into 2027.
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, but not limited to:
Non-GAAP Metrics
EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and 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 and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above,
should also be useful in evaluating the performance of our business. 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 payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are 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, Adjusted EBITDA, and Adjusted gross profit can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, 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:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
|
(In thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Net loss from continuing operations |
$ |
(38,655 |
) |
$ |
(29,503 |
) |
$ |
(115,121 |
) |
$ |
(66,413 |
) |
||||
|
Income tax expense |
(24 |
) |
24 |
126 |
123 |
|||||||||||
|
Depreciation and amortization |
4,651 |
2,516 |
8,786 |
5,026 |
||||||||||||
|
Interest expense |
220 |
244 |
663 |
428 |
||||||||||||
|
Interest income |
(3,301 |
) |
(4,880 |
) |
(10,757 |
) |
(20,133 |
) |
||||||||
|
EBITDA (loss) |
(37,109 |
) |
(31,599 |
) |
(116,303 |
) |
(80,969 |
) |
||||||||
|
Finance (income) expenses from revaluation of assets and liabilities |
2,422 |
2,617 |
3,584 |
(22,375 |
) |
|||||||||||
|
Exchange rate differences |
163 |
(1,776 |
) |
(2,795 |
) |
(8,500 |
) |
|||||||||
|
Share-based compensation expense |
611 |
1,373 |
4,409 |
3,018 |
||||||||||||
|
Desktop Metal litigation related expenses |
- |
693 |
- |
32,008 |
||||||||||||
|
Desktop Metal and Markforged transaction related expenses |
- |
770 |
614 |
10,591 |
||||||||||||
|
Restructuring and other |
5,815 |
2,021 |
15,706 |
7,049 |
||||||||||||
|
Impairment losses |
1,190 |
5,721 |
41,578 |
8,406 |
||||||||||||
|
Acquisition inventory step-up amortization |
- |
3,603 |
616 |
7,452 |
||||||||||||
|
Litigation, settlements, and contingencies |
22,135 |
- |
25,702 |
- |
||||||||||||
|
Adjusted EBITDA (loss) |
$ |
(4,773 |
) |
$ |
(16,577 |
) |
$ |
(26,889 |
) |
$ |
(43,320 |
) |
||||