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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Nano Dimension Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 5.00 per share (Title of Class of Securities) |
(CUSIP Number) |
Avraham Gabay 1185 Avenue of the Americas, Third Floor, New York, NY, 10036 972 25788763 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Oramed Pharmaceuticals Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,079,708.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 5.00 per share | |
| (b) | Name of Issuer:
Nano Dimension Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
60 TOWER ROAD, WALTHAM,
MASSACHUSETTS
, 02451. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D is filed by and on behalf of the Reporting Person to further amend the Schedule 13D related to the Ordinary Shares, par value NIS 5.00 per share (the "Ordinary Shares") of Nano Dimension Ltd. (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission on January 29, 2026, as amended by Amendment No. 1 to Schedule 13D that was filed by the Reporting Person with the SEC on February 19, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows:
"In open market purchases from May 13, 2026, to June 15, 2026, the Reporting Person expended an aggregate of approximately $8,701,339 (excluding commissions) to acquire an aggregate of 6,336,565 Ordinary Shares in various open market transactions.
In addition, in open market purchases on May 14, 2026, and June 15, 2026, the Reporting Person expended an aggregate of approximately $230,000 (excluding commissions) to purchase call options referencing an aggregate of 4,200,000 Ordinary Shares, as well as an aggregate of approximately $1,552,020 (excluding commissions) to purchase put options referencing an aggregate of 8,700,000 Ordinary Shares. The funds used for the purchase of the securities reported in this Schedule 13D were derived from the general working capital of the Reporting Person." | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
"On June 15, 2026, the Issuer issued a press release announcing the signing of a term sheet with Infinite Epigenetics to form a publicly traded, AI-powered preventive health and diagnostics company (the "Proposed Transaction"). While the Reporting Person is evaluating all options available to it with respect to the Proposed Transaction, as an initial matter, the Reporting Person believes the Proposed Transaction is not in the best interests of the Issuer's shareholders and is strongly opposed to it." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
"(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover pages hereto.
The percentage reported in Item 13 on the cover pages hereto is based upon 210,354,507 Ordinary Shares of the Issuer outstanding as of May 27, 2026, according to the Schedule 14A filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on June 5, 2026." | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
"Number of shares as to which the Reporting Person has
(i) sole power to vote or direct the vote: See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or direct the vote
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto." | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
"(c) Other than as set forth in Item 3, Item 6, and on Annex A of this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less." | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
"The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
On May 14, 2026, the Reporting Person engaged in the following transactions: (i) sold call options for an aggregate of approximately $702,985 (excluding commissions) referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on November 20, 2026; (ii) purchased call options referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on May 15, 2026; (iii) purchased put options referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026; and (iv) sold put options for an aggregate of approximately $1,109,977 (excluding commissions) referencing an aggregate of 3,700,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on May 15, 2026.
On May 18, 2026, the Reporting Person exercised put options referencing an aggregate of 1,325,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share, resulting in the sale of 1,325,000 Ordinary Shares.
On June 15, 2026, the Reporting Person engaged in the following transactions: (i) sold call options for an aggregate of approximately $699,985 (excluding commissions) referencing an aggregate of 3,500,000 Ordinary Shares, having an exercise price of $2.00 per Ordinary Share and expiring on November 20, 2026, and purchased call options referencing an aggregate of 350,000 Ordinary Shares, having the same exercise price and expiration; (ii) sold call options for an aggregate of approximately $63,748 (excluding commissions) referencing an aggregate of 1,500,000 Ordinary Shares, having an exercise price of $1.50 per Ordinary Share and expiring on August 21, 2026, and purchased call options referencing an aggregate of 150,000 Ordinary Shares, having the same exercise price and expiration; and (iii) purchased put options referencing an aggregate of 5,000,000 Ordinary Shares, having an exercise price of $1.00 per Ordinary Share and expiring on August 21, 2026, and sold put options for an aggregate of approximately $44,999 (excluding commissions) referencing an aggregate of 500,000 Ordinary Shares, having the same exercise price and expiration." | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Annex A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.1
ANNEX A
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF Nano Dimension Ltd.
| Entity | Date of Transaction | Description of Transaction | Shares Acquired | Shares Disposed | Price Per Share | |||||||||
| Oramed Pharmaceuticals Inc. | 5/13/2026 | Open Market Purchase | 716,539 | $ | 1.73 | |||||||||
| Oramed Pharmaceuticals Inc. | 5/14/2026 | Open Market Purchase | 620,026 | $ | 1.69 | |||||||||
| Oramed Pharmaceuticals Inc. | 5/14/2026 | Open Market Sale | 600 | $ | 2.00 | |||||||||
| Oramed Pharmaceuticals Inc. | 6/15/2026 | Open Market Purchase | 5,000,000 | $ | 1.27 | |||||||||
| Oramed Pharmaceuticals Inc. | 6/15/2026 | Open Market Sale | 500,000 | $ | 1.27 | |||||||||