v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity

Note 10 – Equity

Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):

 

 

Ordinary shares

 

 

2026

 

 

2025

 

Shares outstanding as of January 1

 

 

206,812

 

 

 

215,777

 

Exercise of share options and vesting of RSUs during the period

 

 

3,073

 

 

 

2,585

 

Share issuance as part of settlement

 

 

704

 

 

 

—

 

Shares outstanding as of June 30

 

 

210,589

 

 

 

218,362

 

 

Rights Plan

In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.

In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.

Stock Options, RSUs and Warrants

The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).

The 2015 Plan was adopted by Company’s board of directors in February 2015, and expired in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.

On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.

Of these outstanding awards, as of June 30, 2026, 290,834 options to purchase ordinary shares were vested and exercisable.

Stock options

The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.

A summary of the Company’s stock option activity and related information is as follows:

 

 

Number
of options

 

 

Weighted
average
exercise price

 

 

Weighted
average
intrinsic value

 

Outstanding on December 31, 2025

 

 

298,334

 

 

$

3.57

 

 

$

0.02

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited and expired

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding on June 30, 2026

 

 

298,334

 

 

 

3.57

 

 

 

0.02

 

Exercisable as of June 30, 2026

 

 

290,834

 

 

 

3.59

 

 

 

0.02

 

 

The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 were none and $0.3 million million, respectively.

The weighted average remaining contractual life of the outstanding options is 2.1 years as of June 30, 2026.

Restricted stock units (“RSU”)

A summary of the Company’s RSU activity is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

average

 

 

Number of Units

 

 

grant price

 

Outstanding on December 31, 2025

 

 

6,222,034

 

 

$

1.86

 

Granted

 

 

1,242,256

 

 

 

1.57

 

Vested

 

 

(3,073,306

)

 

 

1.88

 

Forfeited

 

 

(977,980

)

 

 

2.08

 

Outstanding on June 30, 2026

 

 

3,413,004

 

 

$

1.71

 

 

The weighted average fair values at grant date of RSUs granted for the six months ended June 30, 2026 and 2025 were $1.57 and $1.65 per share, respectively.

The total fair value of shares vested during the six months ended June 30, 2026 and 2025 was $4.5 million and $4.4 million, respectively.

As of June 30, 2026, the Company had approximately $4.8 million of unrecognized compensation expense related to non-vested stock options and non-vested RSUs, expected to be recognized over a weighted average period of 1.4 years.

Warrants

A summary of the Company’s warrants activity and related information is as follows:

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

Weighted

 

 

remaining

 

 

 

 

 

 

average

 

 

contractual

 

 

 

 

 

 

exercise

 

 

life (in

 

 

 

Warrants

 

 

price

 

 

years)

 

Outstanding on December 31, 2025

 

 

29,242,103

 

 

$

5.96

 

 

 

1.60

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Expired

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding and exercisable as of June 30, 2026

 

 

29,242,103

 

 

$

5.96

 

 

 

1.60

 

 

As of June 30, 2026, the outstanding warrants include 27,742,103 Series B warrants issued to Stern YOI Ltd. Partnership in August 2020 to purchase Ordinary Shares at an exercise price of $6.16 per ADS and expiring in August 2027. Stern YOI Ltd. Partnership is a Nevada limited partnership. Mr. Yoav Stern, former Chief Executive Officer of Nano Dimension Ltd., is a managing member of Stern YOI Ltd. Partnership. In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s former director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS and will expire in September 2027.

Stock-Based Compensation

Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:

 

 

 

Three months ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of revenue

 

$

105

 

 

$

80

 

 

$

263

 

 

$

326

 

Research and development expenses

 

 

(46

)

 

 

644

 

 

 

432

 

 

 

713

 

Sales and marketing expenses

 

 

119

 

 

 

225

 

 

 

319

 

 

 

548

 

General and administrative expenses

 

 

695

 

 

 

1,480

 

 

 

2,784

 

 

 

57

 

 

$

873

 

 

$

2,429

 

 

$

3,798

 

 

$

1,644