NNDM Nano Dimension Ltd.

“NT 10-K 1 tm261231d2_nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-37600 CUSIP Number 63008G203 NOTIFICATION OF LATE FILING (Check One):   Form 10-K   Form 20-F   Form 11-K   Form 10-Q  Form 10-D   Form N-CEN   Form N-CSR For Period Ended: December 31, 2025 &”

“KPMG s report on the effectiveness of the Company s internal control over financial reporting as of December 31, 2025 contained an adverse opinion because of the material weakness disclosed in Item 9A of the Company s 2025 Annual Report on Form 10-K.”

“KPMG s report, dated March 31, 2026, indicates that the Company did not maintain sufficient resources with the appropriate level of accounting knowledge, training and experience that resulted in the ineffective design and operation of process level controls related to accounting and related disclosures for acquisitions, including controls over the valuation of certain acquired intangible assets and discontinued operations.”

“(ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except as described below.”

“Based on this assessment, our CEO and CFO concluded that the Company did not maintain sufficient resources with an appropriate level of accounting knowledge, training and experience in the accounting for business combinations and discontinued operations to fulfill our responsibilities with respect to internal control over financial reporting.”

“Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.”

“our ability to remediate the material weakness in our internal control over financial reporting and to maintain effective disclosure controls and procedures”