Nano Dimension Ltd.
5.00%
10,549,430
1643303
63008G203
Jan 28, 2026
Jan 29, 2026, 04:44 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Oramed Pharmaceuticals Inc. | CO | 5.00% | 10,413,730 | 0 | 10,413,730 |
| Nadav Kidron | Individual | 5.00% | 10,549,430 | 135,700 | 10,413,730 |
Disclosure Items (7)
Ordinary Shares, par value NIS 5.00 per share
Nano Dimension Ltd.
60 Tower Rd., Waltham, MA, 02451
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"), jointly by and on behalf of Oramed Pharmaceuticals Inc., a Delaware corporation ("Oramed"), and Nadav Kidron (each, a "Reporting Person" and together, the "Reporting Persons"). Mr. Kidron is the President, Chief Executive Officer and Chairman of Oramed and may be deemed to beneficially own securities owned by Oramed. Each Reporting Person disclaims beneficial ownership of the Ordinary Shares held directly by the other Reporting Persons. Each 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. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each 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 Sections 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
The business address of each of Oramed and Mr. Kidron is 1185 Avenue of the Americas, 3rd Floor, New York, NY, 10036.
The Reporting Persons are engaged in the research and development of innovative pharmaceutical solutions with a technology platform that allows for the oral delivery of therapeutic proteins.
During the last five years, neither of the Reporting Persons have 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.
Oramed is organized under the laws of the State of Delaware. Mr. Kidron is a citizen of the State of Israel.
The Reporting Persons expended an aggregate of approximately $18,247,072 (excluding commissions) to acquire an aggregate of 10,549,430 Ordinary Shares in various open market transactions. The funds used for the purchase of 10,413,730 of the Ordinary Shares reported in this Schedule 13D were derived from the general working capital of Oramed and the funds used for purchase of 135,700 Ordinary Shares were derived from the personal funds of Mr. Kidron.
The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each 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 210,334,767 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.
Number of shares as to which each 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.
Other than as reported as set forth on Annex A hereto, neither of the Reporting Persons have effected any transaction in the Ordinary Shares of the Issuer during the past sixty days.
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer covered by this Schedule 13D.
Not applicable.
The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Except as described in this Item 6 and otherwise described in this Schedule 13D, neither of the Reporting Persons currently have any contract, arrangement, understanding or relationship with any person with respect to the Ordinary Shares of the Issuer or any other securities of the Issuer.
Exhibit 99.1 Joint Filing Agreement (filed herewith)