SCHEDULE: Oramed, CEO Kidron Take 5% Stake in Nano Dimension

Oramed Pharmaceuticals and CEO Nadav Kidron disclose a 5% activist stake in Nano Dimension Ltd., signaling intent to influence governance and strategy.

Summary

• Oramed Pharmaceuticals Inc. and its CEO, Nadav Kidron, have jointly acquired 10,549,430 Ordinary Shares of Nano Dimension Ltd., representing a 5.0% beneficial ownership stake.
• The aggregate cost for these shares was approximately $18,247,072, excluding commissions.
• Oramed Pharmaceuticals Inc. funded its share purchases from general working capital, while Mr. Kidron used personal funds for his direct investment.
• The Reporting Persons intend to engage in discussions with Nano Dimension's management, board, and other shareholders regarding performance, market price, financing options, business strategy, and potential transactions.
• They also plan to recommend changes to the composition of Nano Dimension's board of directors.
• The filing details a series of open market purchases by Oramed Pharmaceuticals Inc. between December 29, 2025, and January 29, 2026, with prices ranging from $1.53 to $1.93 per share.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a significant activist stake, indicating a belief in underlying value but also a clear intent to drive strategic and governance changes, which can be positive but also introduce uncertainty.

Positives

• A significant investor, Oramed Pharmaceuticals, and its CEO have taken a substantial stake, indicating a belief in Nano Dimension's underlying value.
• The Reporting Persons intend to engage in discussions aimed at the 'betterment of the Issuer,' potentially leading to strategic improvements and enhanced shareholder value.

Negatives

• The activist nature of the filing suggests dissatisfaction with Nano Dimension's current performance, market valuation, or strategic direction.
• The intent to recommend changes to the board of directors could signal potential instability or conflict within Nano Dimension's leadership.

Risks

• Potential for an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving Nano Dimension or its subsidiaries.
• Risk of a sale or transfer of a material amount of assets of Nano Dimension or its subsidiaries.
• Possible changes in the present board of directors or management of Nano Dimension.
• Potential for a material change in Nano Dimension's present capitalization or dividend policy.
• Risk of other material changes in Nano Dimension's business or corporate structure.
• Actions that may impede the acquisition of control of Nano Dimension by any person, or conversely, actions to facilitate such control.
• The possibility of Nano Dimension's securities being delisted from a national securities exchange or ceasing to be quoted in an inter-dealer quotation system.

Future Outlook

The Reporting Persons intend to actively engage with Nano Dimension's management and board to discuss strategic direction, performance, and potential financing options. They plan to recommend changes to the board's composition and may consider further actions such as acquiring additional securities, disposing of holdings, or pursuing extraordinary corporate transactions to enhance shareholder value.

Management Comments

• The Reporting Persons intend to engage in discussions with the Issuer's management, members of the Issuer's board of directors, and/or other shareholders of the Issuer concerning, among other things, the Issuer's performance, the market price of the Ordinary Shares relative to the value of the Issuer's assets, potential financing options for the Issuer, the Issuer's business strategy, potential transactions and other issues for the betterment of the Issuer.
• The Reporting Persons intend to engage in discussions with the Issuer and other shareholders thereof regarding the management of the Issuer and to recommend changes to the composition of the board of directors.

Industry Context

StockSavvy.ai notes that Oramed Pharmaceuticals Inc. is engaged in the research and development of innovative pharmaceutical solutions, specializing in oral delivery of therapeutic proteins. This filing indicates a strategic investment by a pharmaceutical company and its CEO into Nano Dimension Ltd., suggesting a potential belief in Nano Dimension's technology or assets, or a broader investment strategy outside of Oramed's core business.

Management Changes

Corporate Governance

Legal Proceedings

• Neither Oramed Pharmaceuticals Inc. nor Nadav Kidron have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• Neither Oramed Pharmaceuticals Inc. nor Nadav Kidron have been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the last five years.

Related Party Transactions

• Nadav Kidron, President, Chief Executive Officer, and Chairman of Oramed Pharmaceuticals Inc., directly acquired 135,700 Ordinary Shares of Nano Dimension Ltd. using personal funds, in addition to Oramed's corporate purchases.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through strategic changes or, conversely, uncertainty and potential disruption from activist engagement.
• Management and Board of Directors: Direct impact through proposed changes to board composition and strategic direction.
• Employees: Potential impact from changes in business strategy or corporate structure.

Next Steps

• Engage in discussions with Nano Dimension's management, board of directors, and other shareholders.
• Recommend changes to the composition of Nano Dimension's board of directors.
• Review investment in Nano Dimension on a continuing basis.
• Potentially purchase additional securities, sell existing holdings, or engage in further hedging transactions.
• Consider extraordinary corporate transactions, asset sales, or changes in capitalization/dividend policy.

Key Dates

Recommendation

A seasoned investor would likely hold Nano Dimension shares following this Schedule 13D filing. The acquisition of a significant activist stake by Oramed Pharmaceuticals and its CEO, coupled with their stated intent to influence management and board composition, introduces both potential for positive strategic changes and inherent uncertainty. It is prudent to await further developments regarding the nature and outcome of these discussions and proposed changes before making a definitive buy or sell decision.

Keywords

Nano Dimension, Oramed Pharmaceuticals, Nadav Kidron, Schedule 13D, Activist Investor, Corporate Governance, Board Changes, Shareholder Value, Strategic Review, Open Market Purchases