SCHEDULE: Oramed, Kidron Acquire 5% Stake in Nano Dimension

Oramed Pharmaceuticals Inc. and CEO Nadav Kidron have jointly acquired a 5.0% stake in Nano Dimension Ltd., signaling intent to engage with management on strategic and governance matters.

Summary

• Oramed Pharmaceuticals Inc. and its President, CEO, and Chairman, Nadav Kidron, have jointly acquired 10,549,430 Ordinary Shares of Nano Dimension Ltd.
• This acquisition represents a 5.0% beneficial ownership stake in Nano Dimension Ltd., based on 210,334,767 Ordinary Shares outstanding as of October 14, 2025.
• The total cost of these acquisitions was approximately $18,247,072, excluding commissions.
• Funds for 10,413,730 shares were derived from Oramed's general working capital, while 135,700 shares were purchased with Mr. Kidron's personal funds.
• The acquisitions occurred through open market purchases between December 29, 2025, and January 29, 2026.
• The Reporting Persons intend to engage in discussions with Nano Dimension's management, board of directors, and other shareholders regarding performance, market price relative to assets, potential financing options, business strategy, potential transactions, and other issues for the betterment of the Issuer.
• They specifically intend to recommend changes to the composition of the board of directors.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development for Nano Dimension shareholders, as a significant activist stake often pressures management to improve performance and shareholder value, though the intent to change board composition introduces potential friction.

Positives

• A significant investment by Oramed Pharmaceuticals and its CEO, Nadav Kidron, indicates a belief in Nano Dimension's underlying value.
• The stated intention to engage with management and the board could lead to strategic improvements and enhanced shareholder value.
• The focus on the market price relative to asset value suggests the Reporting Persons believe Nano Dimension is currently undervalued.

Negatives

• The intent to recommend changes to the board composition suggests dissatisfaction with current governance or strategic direction, potentially leading to corporate friction.
• The mention of engaging in hedging with respect to their holdings indicates the Reporting Persons are managing risk, which could imply a lack of full conviction in a straightforward appreciation of the stock without other actions.

Risks

• The Reporting Persons may acquire additional securities, dispose of securities, or engage in hedging transactions, which could impact Nano Dimension's stock price.
• Potential for extraordinary corporate transactions, such as a merger, reorganization, or liquidation, involving Nano Dimension or its subsidiaries.
• Possible changes in the present board of directors or management of Nano Dimension.
• Risk of material changes in Nano Dimension's capitalization, dividend policy, business or corporate structure, or corporate governance documents.
• The possibility of Nano Dimension's securities being delisted from a national securities exchange or ceasing to be authorized for quotation.

Future Outlook

The Reporting Persons intend to review their investment in Nano Dimension on a continuing basis. They may in the future purchase additional securities, enter into financial instruments, sell some or all of their holdings, engage in further hedging, and/or change their intentions regarding the Issuer's strategic direction, board composition, and corporate structure. They expect to have further discussions with management and the board covering performance, strategic direction, shareholder value, and governance.

Management Comments

• Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Industry Context

StockSavvy.ai notes that this filing represents a classic instance of activist investing, where a significant shareholder takes a stake with the explicit intention of influencing corporate strategy and governance. This often occurs when investors perceive a company to be undervalued or mismanaged, seeking to unlock value through strategic changes or a re-evaluation of assets.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the Reporting Persons' activism leads to strategic improvements or a higher market valuation, but also potential for increased stock volatility due to activist actions.
• Management/Board: Increased scrutiny and pressure to perform, with the potential for changes in leadership or board seats.

Next Steps

• Engage in discussions with Nano Dimension's management, board of directors, and other shareholders.
• Recommend changes to the composition of the board of directors.
• Review investment in Nano Dimension on a continuing basis.
• Potentially purchase additional securities, sell holdings, or engage in further hedging transactions.
• Formulate other purposes, plans, or proposals regarding Nano Dimension or its Ordinary Shares.

Key Dates

Recommendation

The acquisition of a 5.0% stake by Oramed and its CEO, coupled with their stated intent to engage with Nano Dimension's management and board to recommend changes, particularly to board composition, signals potential for significant strategic shifts. While this activist pressure could unlock shareholder value if successful, the outcome is uncertain and could involve friction. A seasoned investor would likely hold to monitor the developments and assess the effectiveness of the proposed changes before making a more definitive move.

Keywords

Nano Dimension, Oramed Pharmaceuticals, Nadav Kidron, Schedule 13D, Shareholder Activism, Board Composition, Investment, Equity Stake, Corporate Governance, Open Market Purchases