|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Nano Dimension Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 5.00 per share (Title of Class of Securities) |
63008G203 (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) |
02/17/2026 (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
|
| CUSIP No. | 63008G203 |
| 1 |
Name of reporting person
Oramed Pharmaceuticals Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,942,087.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| 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. 1 to Schedule 13D is filed by and on behalf of the Reporting Person to 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, 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 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated in its entirety as follows:
This Schedule 13D (this "Schedule 13D" or this "Statement") is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Act"), by and on behalf of Oramed Pharmaceuticals Inc., a Delaware corporation (the "Reporting Person").
The Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any of the securities covered by this Statement. | |
| (b) | Item 2(b) is hereby amended and restated in its entirety as follows:
The business address of the Reporting Person is 1185 Avenue of the Americas, 3rd Floor, New York, NY, 10036. | |
| (c) | Item 2(c) is hereby amended and restated in its entirety as follows:
The Reporting Person is engaged in the research and development of innovative pharmaceutical solutions with a technology platform that allows for the oral delivery of therapeutic proteins. | |
| (d) | Item 2(d) is hereby amended and restated in its entirety as follows:
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) is hereby amended and restated in its entirety as follows:
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) is hereby amended and restated in its entirety as follows:
The Reporting Person is organized under the laws of the State of Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows:
"In open market purchases on February 17, 2026 and February 18, 2026, the Reporting Person expended an aggregate of approximately $2,800,500 (excluding commissions) to acquire an aggregate of 1,425,000 Ordinary Shares in various open market transactions. The funds used for the purchase of the Ordinary Shares 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 February 19, 2026, the Reporting Person sent a letter in response to correspondence from an affiliate of the Issuer in connection with that entity's recent investment in the Reporting Person (the "Response Letter"). In the Response Letter, the Reporting Person reiterated its dissatisfaction with the Issuer's management and communicated an intent to further engage with the Issuer regarding its performance, strategic direction, shareholder value and governance." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
"(a) The percentage reported in Item 13 on the cover pages hereto is based upon 210,334,767 Ordinary Shares of the Issuer outstanding as of October 14, 2025, according to the Report on Form 6-K for the month of December 2025, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on December 4, 2025." | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
"(c) Other than as set forth 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 Persons 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 4 of this Schedule 13D is hereby incorporated herein by reference." | ||
| 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.
|
|
|