Nano Dimension Ltd Sponsored ADR Stock

Good morning, and welcome to the Nano Dimension and Infinite Epigenetics Investor Conference Call to discuss proposed business combination. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Purva Sanariya, Director, Investor Relations at Nano Dimension. Please go ahead.

Thank you, and good morning, everyone. Welcome to Nano Dimension's and Infinite Epigenetics Investor conference call to discuss their proposed business combination and strategic rationale for creating a publicly traded AI-powered preventive health and diagnostics company. Joining me today is our Chief Executive Officer, Dave Stehlin; and Dr. Matthew Dawson, Co-Founder and Chief Executive Officer of Infinite Epigenetics.

Earlier today, Nano Dimension issued a press release announcing that it has entered into a nonbinding term sheet for a proposed business combination with Infinite Epigenetics. Nano Dimension has also posted a supplemental investor presentation to the Investor Relations section of its website, and we encourage listeners to review those materials for additional detail.

Before we begin, please note that today's discussion will include forward-looking statements within the meaning of federal securities laws, including statements regarding the proposed business combination and anticipated benefits of the transaction, the expected strategy and opportunities for the combined company, product development, clinical and commercial plans, reimbursement, market opportunity and other statements that are not historical facts.

Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results performance or achievements expressed or implied by the forward-looking statements. The safe harbor statement outlined in today's press release also pertains to statements made on this call.

Nano Dimension undertakes no obligation to update these statements, except as required by law. Please refer to Nano Dimension's filings with the U.S. Securities and Exchange Commission for more information regarding these risks and uncertainties.

With that, I'll turn the call over to Dave.

Thank you, Purva, and thank you to everyone joining us this morning. Today marks a defining moment for Nano Dimension and our shareholders. Earlier today, we announced that we are entering into a nonbinding term sheet for a proposed business combination with Infinite Epigenetics, an AI-powered preventive health and diagnostics company that is redefining how chronic disease is predicted, detected and prevented with epigenetics. But this is more than a transaction announcement. This is the next major step forward for Nano.

Over the past 6-plus months, our Board and management team have been focused on one central question, how can we best utilize Nano's capital base, NASDAQ listing, strategic flexibility to create long-term value for our shareholders. We began to answer this question by streamlining operations, reducing cash burn, monetizing product lines, all significant actions in their own right.

Simultaneously, we were evaluating strategic alternatives to identify what we believe is the most compelling path forward. This process was both rigorous and time intensive. With our financial adviser, Houlihan Lokey, we conducted a thorough review of approximately 20 potential opportunities across multiple sectors. From there, we narrowed that targeted list to a subset of more serious candidates. We then conducted a round of detailed due diligence on a smaller group of final candidates.

And after that process, our Board and management team concluded that Infinite Epigenetics clearly stood above the rest. It checked all the boxes we were looking for, a proven technology platform with revenue-generating operations, a large growing addressable market, world-class customers and partners, a strong leadership team, experienced Board members, and highly accomplished investors. But this is also important.

Not only did Nano choose Infinite, but Infinite also chose Nano. Nano chose Infinite because it is a market-moving platform that is commercially available today, powered by a proprietary AI foundational model built around proprietary biological data and positioned within a massive and growing addressable market. Health care needs what infinite is pursuing. On the other hand, Infinite chose Nano because of our strong capital base, our NASDAQ listing and our strategic flexibility, which will help accelerate its growth strategy, expand its commercial reach, advance its proprietary biological AI foundational model and provide the capital the company needs to fully realize its vision.

Infinite Epigenetics is not a new idea or an early-stage concept. The name is new, but the foundation is not. It has been built over many years, more than 5 years, through 2 established businesses: TruDiagnostic, a CLIA-certified laboratory founded in 2019; and Tally Health, a consumer longevity and preventative health company founded in 2021. Matt will speak more directly to the importance of epigenetics, the strength of Infinite's expertise and the opportunity ahead.

What is important to understand is that this foundation is already in place. Together, TruDiagnostic and Tally Health have collected more than 120,000 epigenetic samples, developed a proprietary DNA methylation dataset, built revenue-generating commercial operations and created a platform we believe can scale across multiple health care markets. For Nano shareholders, this proposed transaction provides the opportunity to deploy Nano's capital base and public company profile into a high-growth health care AI opportunity.

If completed, the combined company is expected to operate as Infinite Epigenetics and trade on NASDAQ under the ticker symbol IEAI. Under the proposed structure, existing Nano shareholders are expected to retain a meaningful minority ownership interest in the combined company based on a stated value for Nano shares that reflect a 20% premium to Nano's estimated net cash at closing, subject to final negotiation and execution of a definitive agreement.

In addition, the pre-combination Nano shareholders would receive a contingent value right entitling them to certain net proceeds, if any, received by a newly formed entity and liquidation trust from the disposition of certain Nano legacy assets following the closing of the combination. Importantly, this transaction is not only about identifying a compelling business case, it's about pairing that business with the right capital base, the right public company platform and the right proven leadership team to execute.

Based on the current plan, we believe Nano's capital base would provide Infinite with the capital it needs to accelerate growth, expand its commercial reach, advance its proprietary biological AI foundational model, accelerate revenue growth and scale the business towards strong cash flow without the need for additional capital raises. And that matters. In many diagnostics and health care technology stories, investors worry about repeated and uncertain financings.

We believe this proposed combination gives Infinite the capital to execute from a position of strength while giving Nano shareholders the opportunity to participate in the upside of a high-growth AI-powered preventive health and diagnostics company. In the interim, Nano will continue to operate its remaining product lines while we advance our strategic plan and work toward executing definitive transaction documents and completing the proposed business combination with Infinite Epigenetics.

This is the right opportunity at the right time. We believe Infinite is exactly the kind of AI-driven health care platform that can shift the market and create meaningful value for our shareholders. We all know people who have experienced the pain of chronic disease. This is one of the world's most significant problems. The diagnostic capability of Infinite's proprietary biological AI platform is intended to reduce disease and lower the cost of health care.

With that, I want to introduce the person who will lead this next chapter. Dr. Matthew Dawson. Matt is the Co-Founder and CEO of Infinite and would serve as the CEO of the combined company. He's a physician entrepreneur, a 6-time founder and author and a recognized voice in precision medicine, in epigenetics and AI in health care and a focused, committed and strong leader. Importantly, he's part of a founding team that has collectively built more than 10 companies and participated in prior ventures representing more than $20 billion of aggregate exit value.

In getting to know Matt, I recognize a brilliant scientist and a creative, humble and motivating leader. Nano shareholders are being asked to evaluate a new future for the company. We believe Matt and the Infinite team have the experience, discipline and vision to be strong stewards of Nano shareholders' capital and understand how to deliver return on investment. Now, they are building a company around one of the most important questions in health care. What if we could understand your risk of disease years before symptoms show up? Matt, over to you.

Thank you, Dave. This is why we built Infinite Epigenetics. We built this company because we believe health care is at a turning point. For too long, health care has been reactive. We wait until people are sick. We wait until symptoms appear. We wait until disease is progressed far enough to show up on conventional tests. The disease doesn't start the day it's diagnosed. Biology changes first.

And if we can read those biological changes earlier, we can change what happens next. That's the mission of Infinite Epigenetics to move health care from reactive to proactive, from late detection to earlier insight, from treating disease after it appears to understanding risk before it becomes irreversible.

The proposed combination with Nano Dimension gives us the opportunity to accelerate that mission. We chose Nano because Nano brings more than a public listing. It brings the capital base, strategic flexibility and shareholder platform to help us execute our growth strategy faster and scale the business with discipline. For Infinite, that matters because the opportunity in front of us is large and the timing is now. To understand why, let's start with the biology.

Your DNA is the code you're born with. It doesn't change. Epigenetics is different. Epigenetics reflects how your genes are being expressed through aging, lifestyle, environment, stress, inflammation, metabolic health, and disease. Epigenetics is dynamic. It changes over time. That's what makes it so valuable. It becomes a window into both your current state of health and your future health trajectory.

In simple terms, Epigenetics gives us a way to read the operating system of the body. Historically, reading that operating system has been the difficult part. The epigenome is extraordinarily complex. It contains an enormous amount of signals. A traditional lab test may look at dozens of biomarkers. But from a simple blood sample, our labs can read more than 1 million epigenetic signals. That level of biological information is incredibly powerful, but it requires artificial intelligence to interpret at scale.

This is why the opportunity exists now and not before. These 2 revolutions are converging. Epigenetics gives us a dynamic biological signal. AI gives us the ability to interpret those signals at a scale and level of complexity that was impossible before. We've built a proprietary biological AI foundation model trained on extensive epigenetic data sets, research and clinical outcomes. This model enables us to translate those million-plus signals into clear health insights and unlock predictive insights at a biological level that was previously inaccessible.

We call it infinite biological intelligence. The first model is called IE1, and it will get stronger over time. Each test processed by our platform does 2 things. First, it delivers actionable insights for clinicians and patients. Second, it adds data that further strengthens the model in future training runs, helping it detect and predict disease earlier. More tests generate more data. More data improves the model. A stronger model supports better insights. Better insights drive greater clinical adoption and greater adoption creates more tests and more data.

This is a compounding biological data asset and is the core of the Infinite Epigenetics platform. That is why we view Infinite Epigenetics as much more than a diagnostics company. We're building an AI-native health platform anchored in proprietary epigenetic data. We believe the next area of health care will be predictive, preventive, personalized and powered by AI. And we believe Epigenetics is one of the most important biological layers for making that possible.

Importantly, this is not just a vision. We've already commercialized this platform. Infinite brings together the technology, proprietary data, and commercial operations of 2 established businesses: TruDiagnostic, our CLIA-certified laboratory founded in 2019; and Tally Health, our consumer longevity and preventive health company founded in 2021. Today, revenue generated through our existing TruDiagnostic and Tally operations, including testing, research, consumer longevity and commercial channels.

The larger opportunity ahead is to build on this foundation and expand into broader clinical diagnostics, preventive health and reimbursement-driven markets, enterprise channels, pharma and data partnerships and software applications. So far, these businesses have collected more than 120,000 epigenetic samples, generated revenue, built commercial channels, expanded research relationships and developed a proprietary DNA methylation dataset that is one of the largest private data sets of its kind.

We have the test volume, we have the data. We have the intellectual property. We have the commercial operations. We have the scientific relationships. We have the clinical and consumer channels. And we have the platform that can expand these compounding assets into multiple markets over time. Our initial clinical focus is on 4 major chronic disease areas: cardiovascular disease, type 2 diabetes, chronic obstructive pulmonary disease, or COPD, and MASLD, formerly known as fatty liver disease.

These disease areas represent where we believe the platform can have some of its greatest long-term impact. Some applications are active today, while others are part of our development and commercialization road map. These are among the most important and costly disease categories in the world. They affect more than 4 billion people worldwide and account for more than $4 trillion in annual health care costs. And they are often detected too late.

Together, these initial disease areas represent an over $90 billion U.S. clinical diagnostics market opportunity across our core disease states. We believe AI-enabled epigenetics is the piece that can shift health care from reactive to proactive. It can help identify disease risk earlier. It can help detect biological changes years before symptoms surface. And it can give clinicians a clear window into the body so they can intervene sooner, personalize care and improve outcomes.

This is the opportunity we are pursuing. At the center of Infinite Epigenetics is one powerful idea, which is that one biological data engine can support many applications. The same foundation model that supports earlier detection of chronic disease can support much more, biological age and longevity, treatment response, drug development, trial enrichment and beyond. It's not one test. It's not one market. It is not one use case. It is a proprietary biological AI platform with many potential clinical and commercial applications.

We believe that is where AI health care is headed. In recent years, investors have watched several important public market categories emerge. Exact Sciences helped demonstrate that molecular diagnostics can scale. GRAIL helped demonstrate the potential of methylation-based disease detection from blood. Tempus AI helped demonstrate the proprietary health care data and AI and create a powerful precision medicine platform.

Infinite sits at the intersection of all 3, a diagnostics business, methylation-based testing and proprietary biological data. On top of this, we're building an AI platform that turns that data into actionable intelligence and insights. That combination creates a differentiated platform with the potential to support multiple clinical and commercial applications over time. And perhaps the most important part of the Infinite Epigenetics story is the data itself. We have the data moat to lead this industry.

In health care, high-quality biological data cannot simply be scraped from the Internet. It must be generated, validated, structured, protected and connected to real biological context. That requires years of testing, scientific work, commercial operations, clinical engagement and research collaboration. Infinite has been building this foundation for years. In has also built extensive biological and technical intellectual property and maintains research collaborations with leading institutions, including Harvard, Yale, Duke, Stanford, and other top institutions around the world.

Our platform includes proprietary methylation data, more than 1 million epigenetic signals per sample, patent families spanning assay technology, algorithms and novel biology and a growing research and advisory network that includes many leaders across epigenetics, methylation science, clinical medicine, longevity and health systems. These assets create a durable foundation for a publicly traded AI-powered preventive health and diagnostics company.

Our team is also an important part of the story. I spent my career at the intersection of medicine, entrepreneurship, precision health and education. I founded multiple health care companies authored medical textbooks work to make complex medical science more accessible and actionable. Dr. Mike Mallin, our Co-Founder and Chief Science Officer, is a physician scientist, health care founder and precision medicine operator with deep experience developing diagnostic products and translating complex science into tools that clinicians and consumers can use.

Brad Keywell, our Co-Founder and Chairman, is an original investor and Board member of Tempus AI and a serial entrepreneur who has helped build multiple data-driven technology companies. Across the broader Infinite team, we bring together clinicians, scientists, AI thinkers, commercial operators and company builders. Their variety of expertise is crucial as this process doesn't just require science, but it requires execution.

Building at the intersection of epigenetics AI and commercial health care takes more than any single discipline. The science has to become a product. The product has to reach clinicians and consumers. The platform has to scale and the capital has to be deployed responsibly. We understand that responsibility. If this transaction is completed, we would be stewards of Nano shareholders' capital. Our focus will be clear: use that capital discipline to accelerate growth, expand commercial reach, deepen the dataset, advance our disease models, and move the business toward positive cash flow without the need for additional capital raises.

That is why this proposed combination is so significant. Nano brings a publicly traded platform, a strong capital base and strategic flexibility. Infinite brings a revenue-generating biological AI platform, proprietary data, a biological foundation model, commercial operations, deep IP and a large long-term market opportunity. Nano chose Infinite because of the platform we have built. Infinite chose Nano because Nano can help us scale it.

Together, we have the opportunity to build a company around a simple but powerful idea. The earlier we understand disease, the more power we have to change its course. That is bigger than one test. It's bigger than one market. It's the foundation for a new kind of health care company. One built to help predict, detect and ultimately prevent disease earlier. For Nano shareholders, this is an opportunity to participate in a company built around some of the most powerful themes in health care and technology.

For infinite, this proposed combination will provide the capital and publicly traded company platform to scale faster, deepen our dataset, expand our commercial organization, advance our disease models, pursue reimbursement pathways and execute our growth strategy more quickly. But just as importantly, it would give us the opportunity to do that with a strong capital foundation, a clear focus on disciplined execution.

We know Nano shareholders are being asked to evaluate a new future for the company. Our job is to earn that confidence. We will do that by executing with discipline, deploying your capital responsibly and building around the foundation already in place, real technology, real data, real revenue and a real platform. The future we are pursuing is ambitious. We want to help clinicians catch disease earlier. We want to give individuals a better understanding of their own biology.

We want to help researchers and pharma partners identify new biological patterns. Above all, we want to use AI not just to automate health care, but to make health care more predictive, more preventive and more personal. Infinite represents a chance to build something durable at the intersection of AI and biology. A company that gets smarter with every test, a company that gives clinicians a clear window into the body, a company that can help move health care from reacting to disease to understanding it earlier. The opportunity is real, the foundation is in place, and the mission is clear: change the way the world understands, predicts and prevents disease.

Dave, I'll turn it back to you.

Thank you, Matt. That was a powerful overview and captures why our Board and management team believe so strongly in Infinite Epigenetics. As we previously announced, we're holding an Extraordinary General Meeting of Shareholders on July 31, which will include on the agenda, a proposal to approve on a nonbinding advisory basis, a resolution regarding the continuation of our strategic alternatives review process, including any related transaction approved by the Board.

This vote is simply one that will ask you to allow the company to continue with our strategic process to a close. We are running a rigorous process. We found a differentiated commercial AI-powered preventive health and diagnostic platform, and we believe Nano's capital base and NASDAQ listing can help turn that platform into a high-growth public company with the resources to scale and in relatively short order. The transaction is also structured to allow Nano shareholders to retain meaningful minority ownership in the combined company.

The proposed valuation reflects an approximate 20% premium to Nano's estimated net cash at closing. Pre-combination, Nano shareholders would also receive a contingent value right tied to certain net proceeds, if any, received by the combined company with respect to the disposition of certain Nano legacy assets following the close of the combination.

We also expect the combined company to benefit from a strong and reconstituted Board with deep health care, public company, AI and operating experience. The Board is expected to include representatives designated by Nano as well as key Infinite Epigenetics leaders and directors, including Brad Keywell, a leading investor in forward-leaning companies and AI technology applications and retired U.S. Navy Vice Admiral Rocky Bono, a current member of the Board of Directors of Humana, former CEO and Director of the Defense Health Agency and a nationally recognized health care leader. The strategic fit is clear.

Nano brings a publicly traded platform, a strong capital base and the financial flexibility to invest behind growth. Infinite brings a revenue-generating proprietary biological AI platform, proprietary data, deep intellectual property and an experienced team building at the intersection of AI and biology and is ready to scale. We believe this proposed combination offers a more compelling path forward than remaining a cash-heavy public company without a scalable growth platform.

Together, we believe this creates a rare opportunity for Nano shareholders to participate in a publicly traded AI-powered preventive health and diagnostic company with the capital needed to accelerate growth and scale the business toward positive cash flow without the need for additional capital raises. The record date for the Extraordinary General Meeting is June 23, 2026, and the Extraordinary General Meeting will be held on July 31, 2026.

The upcoming vote is not a final vote on Infinite Epigenetics and our transaction. It is a vote, among other matters, to allow the company to continue the strategic alternatives review process and work toward a final proposal for shareholders to consider. If a definitive agreement is reached, shareholders will receive additional information and will have the opportunity to vote on the final transaction at a later date.

We appreciate the patience of our shareholders throughout this process. We know this has taken time, but we have been deliberate because the decision matters. Now is the time to act. The July vote is about preserving the company's ability to continue diligence and advance what we believe is a truly rare opportunity for Nano shareholders.

We encourage shareholders to review today's press release and supplemental investor presentation, understand the opportunity in front of us and support the Board's proposed path forward at the upcoming Extraordinary General Meeting. We look forward to keeping you updated as we advance due diligence and work toward a definitive agreement. Thank you again for joining us today.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

Good afternoon, everyone, and welcome to the Nano Dimension First Quarter 2026 Financial Results Conference Call. [Operator Instructions] Please also note, today's event is being recorded.

At this time, I would like to turn the floor over to Purva Sanariya, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimension's First Quarter 2026 Earnings Conference Call. Joining me today is our CEO, Dave Stehlin; and our CFO, John Brenton. Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. For a discussion of these risks and uncertainties, please refer to our filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, except as required by law.

In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items and reflect the results of continuing operations. We use non-GAAP measures because we believe they provide useful information about our operating performance that should be considered by investors in conjunction with the GAAP measures that we provide.

I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the Investor Relations section of the company's website. A replay of today's call will also be available on the Investor Relations section of the company's website.

With that, I will turn the call over to Dave.

Thank you, Purva, and good afternoon, everyone. We appreciate you joining us today. I want to start by making as clear as possible what our strategic plan is and where we are in our process.

We're now at a very clear inflection point. And today, I'll walk through what we have already accomplished, what is currently underway and what to expect going forward. I'll also take you through our 3-phase strategic plan in detail and provide an update on each phase. Before that, I'll begin with an overview of our performance in Q1.

In the first quarter, our 2 largest product lines, Fused Filament Fabrication or FFF, which represents the largest component of Markforged and Essemtec's Surface Mount Technology or SMT product line, each delivered solid revenue performances. Results were in line with typical seasonal patterns where the first quarter is historically our lightest period following a strong fourth quarter.

Underlying demand trends remain healthy with continued expansion across key industry segments and strong customer engagement. In our FFF business, we secured a significant expansion with a major U.S.-based automotive manufacturer. The deployment of multiple systems across several sites reflects the growing adoption of our solutions in production-oriented environments, and we expect further expansion over time.

We also continue to see growth in defense-related opportunities across multiple applications and multiple regions, and we expect this segment to further expand throughout this year. Additionally, the Essemtec SMT product line had a solid start to the year, and we expect momentum to continue to build throughout the year.

The combination of our PCB placement accuracy and flexibility, speed and high-quality engineering is winning exciting and significant new business in electronics and AI-related manufacturing, including engagements with leading global electronic manufacturing services companies serving large-scale customers.

We're also seeing continued expansion in the deployment of our Essemtec solutions with leading space and satellite companies, reinforcing the applicability of our technologies in highly complex mission-critical environments. More broadly, we continue to see strong traction across industrial production environments, including repeat orders and expansion with global customers operating at scale.

These trends reflect a broader shift across industries where customers are increasingly prioritizing supply chain resilience, production flexibility and cost efficiency, areas where our technologies are well positioned. Overall, we remain confident that each of these product lines is positioned to deliver solid performances in 2026. Now turning to our 3-phase strategic plan.

These phases are operating in parallel, not in series, and reflect significant actions underway across the company. Nano Dimension today is a set of product lines built over time through acquisitions completed by prior management teams and overseen by prior boards, all within the broader digital manufacturing ecosystem. This includes both additive manufacturing or 3D printing technologies as well as electronics manufacturing technologies such as surface mount technology.

Our products support some of the most advanced and fastest-growing industries, and we have an expanding base of success with companies and governments around the world. At the same time, the Board concluded that while these product lines have strong technologies and excellent teams, the ability to fully integrate them and get strong synergies and cost reductions would be highly challenging, require significant capital investment and introduce unnecessary execution risk.

As a result, we initiated the previously described strategic alternatives review process in Q3 of last year to determine how to focus on certain product lines, reduce cash burn and maximize long-term shareholder value. Earlier last year, we divested out of certain product lines. And as we started Phase 1 in Q3 of '25, we then focused on streamlining the remaining product lines, reducing operating costs while preserving growth potential and not impairing long-term value creation.

We began to see a significant reduction in cash burn in Q4 of '25, and that trend has continued into '26. As discussed in our previous updates, we've taken on meaningful actions to reduce costs, and that discipline continues. John will speak to the details, but the overall trend in operating expenses and cash burn remains favorable. Phase 2 has been underway for a few months now and includes an aggressive and detailed evaluation of our remaining operating product lines.

With the support of Guggenheim Securities, one of our 2 previously announced investment banking relationships, we are presenting the Board with alternatives to support the monetization of our product lines. Our first completed transaction was the sale of the AME and Fabrica product lines, which closed on April 6, just a month ago.

This transaction reduces complexity, improves focus and lowers our cost structure. It also includes both upfront and performance-based deferred considerations, allowing us to participate in potential upside under new ownership. Importantly, this step is expected to reduce annualized cash burn by approximately $10 million while strengthening our liquidity position.

As part of our ongoing strategic alternatives review process, in Q1 of this year, we identified factors that required us to perform a goodwill impairment review for the Markforged FFF product line. As a result, we determined that the full goodwill balance associated with Markforged totaling $40.4 million was impaired as of quarter end. This is a noncash adjustment and does not impact our liquidity or execution of the plan.

We're close to announcing the sale of another product line and are in the regulatory phase of approval. We expect to have more information on this in the coming weeks. We are also actively pursuing the right opportunities for each of our other product lines and expect continued progress toward our objectives in the coming weeks and months. I previously mentioned that the 3 phases of our plan are operating in parallel, and Phase 3 is focused on maximizing long-term value in 2026 and beyond.

The Board and management have been working with Houlihan Lokey to evaluate and refine a focused set of go-forward alternatives, which may include, but not limited to, a strategic merger, a reverse merger or other strategic transactions. Our financial resources and public company platform create a compelling opportunity to pursue alternatives that could unlock value that better reflects our underlying balance sheet while also delivering significant long-term upside.

Over the past few months, we've been pleased to review a significant number of interesting opportunities and potential partners and have narrowed the list. We're deep in the review process of this narrowed down and short list of exciting opportunities, and we'll present more details to our shareholders as our plan becomes firm. Again, each of these 3 phases of our plan are continuing forward, streamlining operations and cash burn reduction, product line monetization and go-forward alternative selection, and they're moving forward at a rapid pace.

We expect to provide additional updates and announcements over the next few months as execution continues. In closing, I hope that you can now more clearly see the steps in our 3-phase strategic plan initiated by this Board in late Q3 of last year, the measurable and positive results we're seeing and the potential for exciting opportunities in the near future.

With that, I'll turn the call over to John to review our financial results and provide an update on guidance. John?

Thank you, Dave. It's a pleasure to be here with you all today. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations. Revenue for the first quarter was $29.7 million, representing approximately 106% year-over-year growth compared to $14.4 million in the first quarter of 2025. This increase was driven primarily by the inclusion of Markforged, which contributed $17.1 million.

Excluding Markforged, Nano Dimension stand-alone revenue was $12.6 million, lower year-over-year by approximately 12%, primarily due to reduced sales driven by increased tariffs and the impact of divestments. Gross profit for the quarter was $13.6 million with an adjusted gross margin of approximately 45.9% compared to $6.2 million and 43.3% in the prior year period. The improvement reflects the impact of divestments and product mix.

Sequentially, gross profit decreased from the fourth quarter, reflecting normal quarterly variability and product mix. Operating expenses for the quarter were $26.1 million, representing a year-over-year increase of approximately 60% from $16.3 million in the first quarter of 2025, primarily due to the inclusion of Markforged, partially offset by cost efficiencies from organizational synergies.

On a stand-alone basis, Nano Dimension's operating expenses declined approximately 22% year-over-year, reflecting the benefits of divestments and disciplined cost management. On a sequential basis, operating expenses for the first quarter declined by over 4% from $27.3 million in the fourth quarter and approximately 20% relative to the previously identified baseline of approximately $32.5 million, which reflects second quarter operating expenses adjusted to include a full quarter of Markforged.

This decrease reflects continued execution on cost discipline and operational streamlining across the organization. Adjusted EBITDA for the quarter was a loss of $12.5 million compared to a loss of $10.1 million in the first quarter of 2025 and a loss of $9.8 million in the fourth quarter of 2025. The change reflects the inclusion of Markforged and lower stand-alone revenue impacted by tariffs and divestments, partially offset by gross margin performance and continued cost discipline.

Turning to the balance sheet. Our financial position remains exceptionally strong. As of March 31, 2026, total cash, cash equivalents, deposits, restricted deposits and marketable equity securities were approximately $441.6 million compared to $459.6 million at the end of the prior quarter. This change of approximately $18 million includes $8.4 million related to changes in the fair value of marketable equity securities.

The remaining change of $9.6 million primarily reflects lower sequential operating cash burn. Operating cash burn has continued to trend down since the third quarter of 2025, driven by disciplined expense management and cost reduction actions taken across the business. We continue to maintain a strong liquidity position, which provides flexibility as we execute through our defined strategic plan. Turning to guidance.

Given our ongoing execution of our defined strategic plan and the potential for additional significant changes across the business, we have decided to withdraw our full year financial guidance at this time. This decision reflects the range of outcomes we are currently evaluating, including the timing and scope of potential monetization actions that could materially impact future financial results. With that, I will now hand it back to Dave.

Thank you, John. As you can now see, we are executing on all phases of our plan to strengthen Nano and position the company for near- and long-term value creation. With that, operator, please open the line for questions.

[Operator Instructions]

And our first question today comes from Moshe Sarfaty from Murchinson.

Dave, I want to refer to what you talked about the strategic review process, especially the third part of it. You said not limited to reverse merger, et cetera.

And I don't know if you noticed how many times you repeated the terms excited and exciting, but I don't know how excited and exciting it is for Nano Dimension shareholders to hear about more and more mergers done by this company. We've been burned so many times that I don't think it's very exciting to Nano shareholders. Can you comment on that?

Yes, Moshe. So as you know, since the September time frame, we've engaged with our 2 different banks. And now you can see that they have different roles. And Houlihan Lokey has been focused on bringing us interesting partner opportunities. I mentioned that we have had looked at a large number, and that's more than a dozen different opportunities, and we've since narrowed that down.

And I think when we get to the point where we make a decision, and we're not that far away, when we get to the point where we make a decision and are ready to share it with shareholders, you'll see that the upside potential should we go down that path is going to be very interesting for the shareholders and a situation that will create value, we hope, well above the value of our balance sheet. So that's the target is we know we've got a balance sheet that's strong.

We've got a public entity that is also of value. And we're finding very interesting candidates that might be go-forward candidates to help us take advantage of that in 2026 and beyond.

Yes. Well, again, the exciting language is word for what we heard from Yoav Stern in the past. And also when I try to parse what you just said that Nano has a strong balance sheet and a public entity, that means that you treat Nano Dimension as a SPAC. That's how it sounds to us on this side. I have to tell you because that's what the SPAC is, a public entity with nothing but a balance sheet.

Yes, we understand what a SPAC is, and we are absolutely not a SPAC. What we're saying and because we obviously already have a number of different operating assets, we're finding ways to look for potential partners to create additional value.

I hope you'll hear the shareholders loud and clear when you bring it to them for a vote. I want to move for a second to the other part of the strategic review process, the asset sale. And the only asset sales so far, I mean, you alluded to another one coming very soon.

But the only one was the sale of the legacy business, the AME. And you sold it in the beginning of April for $2 million. And you said that, that sale will reduce cash burn by $10 million on an annual basis. So the way we do the numbers, if you started the review, started looking to sell this business at the beginning of September and you sold it at the beginning of April, it took you 7 months.

During those 7 months, you burned almost $6 million and you burn $6 million, you sold this business for $2 million. That math doesn't make any sense. Why keep a business alive if you can't fetch at least something that breaks even?

Yes, it's a good question. And as we also described, we have upside potential of another $10.5 million beyond the $2 million that was paid upfront.

Right. But we're a month in, can you give us any color on that so-called upside potential?

We're not at a point to give any color at this stage, but things are progressing in the right direction. And we -- as I said, the business has already been sold. It has been closed. And the way that the contract is written will allow us to get upside potential of up to $10.5 million.

Okay. Can you comment who found this buyer? I'm asking that because you employ an investment bank that does his job, but we noticed that the buyer of that business was actually A Nano Dimension founder. Did he or his company approach Nano or did the bankers found him?

Yes, we're not going to comment on that, and there was a lot of dialogue back and forth. And obviously, the bankers were involved.

I'm sure they were involved. What I'm asking, they are supposed to find the buyers, right? So what we are -- what I'm trying to start the conversation here is about the value that those bankers deliver to Nano Dimension shareholders.

We understand. And the bankers, both on the Guggenheim side for the monetization side and the Houlihan side on the go-forward opportunities were hired to bring us alternatives and options and help us through the process. And both are doing that. They have, as I mentioned, very different jobs, but both are doing that.

[Operator Instructions] And in showing no additional questions, I would like to turn the floor back over to Dave for closing remarks.

Thank you very much. And we really appreciate everyone being with us today. This is, as we described, a very significant inflection point for this business for Nano Dimension. There's a lot going on. We're very excited, and I know I've mentioned that a few times, but we're very excited about our go-forward options in Phase 3.

Our strategic plan is one that we took a long deliberation to work through. As I mentioned, each of the phases have been operating in parallel, not in series. So that allows us to move more quickly to reach out across a wide dimension and understand all the various opportunities we have. And we'll share more information with you as our strategic plan continues to advance and some of these Phase 3 options become more firm. So thank you for your interest today, and goodbye.

And with that, ladies and gentlemen, we'll conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.

Good afternoon, everyone, and welcome to the Nano Dimension Fourth Quarter and Full Year 2025 Financial Results Conference Call. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please also note today's event is being recorded. At this time, I would like to turn the conference call over to Purva Sanariya, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimension's Fourth Quarter and Full Year 2025 Earnings Conference Call. Joining me today is our CEO, Dave Stehlin; and our CFO, John Brenton.

Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements within the meaning of Federal Securities Law. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results performance or achievements expressed or implied by the forward-looking statements.

The safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. For a discussion of these risks and uncertainties, please refer to our filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, except as required by law. In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items and reflect the results of continuing operations.

I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the Investor Relations section of the company's website.

A replay of today's call will also be available on the Investor Relations section of the company's website.

With that, I will turn the call over to Dave.

Thank you, Purva, and good afternoon, everyone. We appreciate you joining us today. I'm pleased to update you on our performance for the Fourth Quarter and Full Year 2025. And more importantly, how we are positioning the company as we move through 2026. Before discussing our results in detail, I want to briefly highlight the progress we made during the second half of 2025, following the meaningful actions we implemented to sharpen the strategic focus of the business.

During that period, we streamlined operations, reduced cash burn and aligned resources around forward leading industries and our technologies, where we see the strongest long-term opportunities. We also provided financial guidance for the first time in recent history and exceeded our fourth quarter expectations. In addition, we repurchased more than 14.4 million shares in the last 3.5 months of the year because we believe that our stock is undervalued.

As we move into 2026, we're seeing the benefits of these actions reflected in improved execution, stronger engagement with strategic customers and increasing momentum across our priority industry segments while leveraging our partner network to help us drive growth.

Additionally, we're continuing to reduce expenses, both by trimming as needed, and more significantly by eliminating costs in areas where we do not see long-term value. This allows us to continue growing in high-value industries while remaining disciplined and capital efficient. Turning to our fourth quarter results. As I mentioned, we delivered performance that exceeded the financial guidance we provided on the third quarter call.

This marked our first time providing financial guidance in recent history reflecting improved execution and coordination across the Nano Dimension organization and the strengthening demand of our advanced digital manufacturing solutions, particularly in the key industry segments where we're focused.

Momentum during the quarter was generally broad-based with strength in the advanced electronics, aerospace, automotive, defense, food and beverage and next-generation computing infrastructure industries. Customers in these industry segments continue to prioritize solutions that enable faster production cycles, improved supply chain resilience, improve cost efficiency and greater flexibility.

These are industry segments that reward suppliers who provide superior solutions and great customer care, and we believe we're well positioned in each of them. For the full year 2025, our performance reflects meaningful progress in shaping Nano Dimension into a more focused advanced manufacturing platform serving these high-value industries.

While the second quarter was challenging, including the subsequent bankruptcy of one of the two acquisitions completed during that period, we responded decisively in the second half of the year. We narrowed our focus, executed with greater discipline across the business and strengthened our position in production-oriented additive and digital manufacturing applications.

From a market perspective, tariff uncertainty eased as the year progressed, though cautious capital spending continues to create variability in certain sectors. However, our fourth quarter results reflect the benefits of a more focused strategy, sales success and our disciplined execution. We focus on helping our customers accelerate towards scalable production. These are areas where our technologies deliver clear differentiation.

Customers are adopting our solutions not only for design flexibility but also for measurable operational benefits, including faster production cycles, improved supply chain resilience, reduced downtime and more efficient use of materials and labor. Our ability to integrate advanced hardware, specialized materials and software enable secure, repeatable production environments that support manufacturing at scale.

At the same time, we remain disciplined in how we scale our business. We align resources around the industry segments and product areas where we see the greatest opportunity for durable long-term growth, while continuing to execute cost reduction initiatives that are already delivering results.

As we move through 2026, we expect continued progress as we further streamline operations reduce cash burn and invest strategically in these priority industry segments. One example is the automotive industry, where we're seeing large-scale deployments across multiple production sites, helping global organizations accelerate new product releases and lower tooling costs.

In a rapidly growing advanced computing and data center space, Nano Solutions are enabling some of the world's largest electronics manufacturers to deliver the most advanced networking gear. These engagements underscore the strategic value of our platforms and differentiated advantages we bring in enabling production at scale. We believe our focused industry segment strategy, differentiated technologies and disciplined operating model position us well for sustained growth.

Within our portfolio, our composite and metal manufacturing platform continues to gain momentum across high reliability end markets with especially strong engagements in the defense-related applications. In these defense applications, our customers require secure, repeatable and traceable production, not simply prototyping capability. Our Digital Forge platform integrates advanced hardware Engineered Materials and secure cloud-based software infrastructure to enable distributed manufacturing across facilities while maintaining strict control over data integrity and process consistency.

As governments and prime contractors prioritize supply chain resiliency, domestic production capability and tactical edge manufacturing, our platform is increasingly aligned with these three mission-critical requirements. During the fourth quarter and throughout 2025, we expanded deployments of our X7, our FX10 and our FX20 systems with defense programs and research institutions that are supporting long-term advanced manufacturing initiatives.

In some cases, FX20 platforms have been incorporated into field deployed manufacturing systems supporting U.S. and allied operations in Europe, enabling localized production of spare parts in supply constrained or operationally complex environments. Another important development during the year was the continued adoption of our FX10 platform.

The FX10 is the world's first industrial system capable of producing both high-performance composite and metal parts within the same platform. This capability allows manufacturers to move seamlessly between materials while maintaining industrial-grade precision and repeatability. For customers, this translates to greater flexibility, simplified workflows and the ability to consolidate multiple manufacturing processes into a single system.

We're seeing strong interest in the FX10 across aerospace, defense, and advanced industrial segments, where the ability to produce both composite and metal components on the same system is unlocking new production applications and expanding the range of customers able to adopt additive manufacturing.

More broadly, defense customers are increasingly prioritizing manufacturing at the tactical edge. For example, with unmanned systems and drone operations. field deployable, additive manufacturing allows units to produce mission-specific components on demand, iterate designs based on operational feedback and maintained assets in disconnected or contested environments.

Beyond defense, we continue to see adoption across aerospace and advanced industrial segments. High-performance composite and metal solutions are enabling tooling, fixtures and increasingly demanding structural components. These customers value reliability, material performance and accelerated production cycles, areas where our technology provides clear differentiation.

To support this expansion, we've established industry-focused teams with deep domain expertise, complemented by a global network of channel and integration partners. This hybrid go-to-market model allows us to scale efficiently in regulated industries while maintaining operational discipline.

More recently, we expanded our partnership with Phillips Corporation to strengthen customer support and accelerate adoption in our industrial additive manufacturing platform across the Southeast United States. This initiative enhances access to the full ecosystem, including hardware, materials in the [ IGRA ] software platform while providing manufacturers with deeper application engineering expertise and faster technical support.

The goal is to help customers more effectively deploy our Digital Forge platform to optimize part design, improved material selection and scale additive manufacturing for production applications. Overall, we're encouraged by the continued integration of our composite and metal manufacturing platform into customer workflows and believe we're well positioned to deepen our presence in aerospace, defense, and advanced and high-value industry segments.

I'd also like to highlight our SM Tech business, which was a meaningful and growing contributor to both the fourth quarter and the full year 2025 and continues to reinforce its position as a differentiated provider of advanced electronics manufacturing solutions. During the quarter, the business expanded relationships with Tier 1 customers across multiple regions, supporting both new production programs and scaling the existing ones.

Demand was driven by applications tied to advanced communications, advanced electronics, automotive, and defense industry segments where high-speed, high-precision assembly and flexibility are critical. SM Tech's product innovation remains a key differentiator.

For example, in jetting and dispensing technologies that address increasingly complex and high-volume production environments. Our platforms such as our FOX Ultra, All-in-One and our PUMA Ultra systems allow our customers to improve flexibility reduce changeover times and accelerate development in printed and hybrid electronics.

In addition, our collaborations with Inventec Performance Chemicals and other fluidic developers have enhanced high-speed solder paste setting and dispensing capabilities, which strengthens our ability to address the increasing complexity of PC boards. These capabilities are critical as customers and forward-leaning industries seek higher performance, precision and flexibility in electronic manufacturing.

Engagement at major industry events across Asia and Europe and the Americas continues to generate strong customer interest and pipeline development, highlighting SM Tech's global relevance technology leadership and ability to scale in dynamic high-valued industry segments.

Together, these deployments reflect growing demand for integrated flexibility, software-driven manufacturing solutions, that improve throughput, traceability and material efficiency, areas where our technologies position us well as production requirements become even more dynamic and precision driven.

Before I hand it off to John to speak about our financial results, I would like to provide a brief update on several key initiatives. First, regarding the strategic alternatives review process that we announced last September. We recognize that our communications has been limited. This has been intentional to allow the Board and management to conduct a thorough and disciplined evaluation, working with our financial advisors, Guggenheim Securities, and Houlihan Lokey. We've spent a tremendous amount of time working through a broad set of potential paths.

We completed a comprehensive review of our product lines, core technologies, market dynamics, and competitive positioning. In a short period of time, we have significantly reduced our losses and improved our product lines and yet we also recognize that a gap remains to achieving sustained profitability. So we expect that in the second quarter, we will make a series of announcements that will make clear our path forward to maximizing shareholder value in a relatively short period of time.

Second, as of January 1, 2026, Nano Dimension began reporting as a U.S. domestic issuer. This transition aligns our reporting and governance with U.S. market standards including SEC rules and U.S. GAAP, while maintaining compliance with local requirements for our global operations.

By aligning our governance and reporting framework with U.S. standards, we aim to enhance transparency for shareholders, reduce our operational complexity and improve efficiency in managing our global business. We anticipate completing the redomestication process in the first half of 2026, subject to customary approvals.

As part of this transition, our first Form 10-K filing time line were shortened from 119 days under SEC rules applicable to foreign private issuers to 75 days as a U.S. domestic issuer. In addition, our transition during 2025 from IFRS to U.S. GAAP added further complexity to our financial reporting process. 2025 was also a highly complex year from a financial reporting and disclosure perspective. We completed two significant acquisitions, Desktop Metal and Markforged, navigated the Chapter 11 process and deconsolidation of Desktop Metal, the continued integration of Markforged and executed a reduction in workforce as part of the post-merger integration.

Together, these factors required additional time to ensure accurate, complete and transparent financial reporting and disclosure. We filed our Form 10-K today. As disclosed in our Form 12b-25, we identified a material weakness in internal control over financial reporting, primarily related to resource limitations impacting accounting for and disclosure of business combinations and related valuation analysis.

Importantly, while a material weakness is never good news, we have not identified any errors in previously issued financial statements do not expect any restatements and believe that our 2025 reporting results are materially correct. Under the oversight of the Audit Committee, we have implemented a remediation plan to address the material weakness and strengthen our control environment.

This includes enhancing our risk assessment processes, adding experienced technical accounting and financial reporting resources and providing targeted training to reinforce consistent execution of controls. We expect to continue executing this plan through 2026 and will validate its effectiveness through ongoing testing as these controls operate over time. We're confident these actions will strengthen our control environment going forward. Finally, on capital allocation. During the fourth quarter, we repurchased approximately 10.9 million shares for approximately $19.2 million and a total of over 14.4 million shares for approximately $24.9 million when factoring in earlier repurchases in late Q3 under our existing authorization of up to $150 million.

Given the ongoing strategic process review, the Board is carefully evaluating capital deployment priorities, and we will not be providing forward-looking updates regarding repurchase activity at this time. Our strong balance sheet continues to provide meaningful flexibility as we evaluate opportunities to maximize shareholder value. As we sit here today, we're already at the end of the first quarter of 2026, and activity levels remain consistent with the momentum exiting the fourth quarter, taking into account typical seasonality.

This is providing us with increased visibility into near-term demand. Given the nature of our business, which includes a mix of recurring activity and larger strategic orders, we believe annual financial guidance remains the most appropriate framework for setting expectations. John will walk through our outlook in more detail and discuss the underlying assumptions. Overall, our fourth quarter and full year results reflect the benefits of a more focused strategy, disciplined execution and continued investment in differentiating technologies that address real customer needs in high-value markets. With that, I'll turn the call over to John to review our financial results and provide financial guidance for 2026. John?

Thank you, Dave. It's a pleasure to be here with you all today. Together with Dave and the global leadership team, we remain focused on executing our key priorities to improve the company's performance and enhance shareholder value. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations.

A reminder that the fourth quarter represents the second full quarter of Markforged being included in our consolidated financial results. Desktop Metal is excluded from our non-GAAP results as it is classified as discontinued operations following its Chapter 11 filing and deconsolidation during the third quarter of 2025.

Turning to our fourth quarter performance. As Dave mentioned, we delivered results that exceeded the financial guidance we outlined on our third quarter call, reflecting improved execution, stronger demand across our priority industry segments and disciplined cost management.

Revenue for the fourth quarter was $35.3 million, representing a year-over-year growth of approximately 142% compared to $14.6 million in the fourth quarter of 2024. This increase was driven primarily by the inclusion of Markforged, which contributed $20.7 million.

Excluding Markforged, Nano Dimension's stand-alone revenue was approximately $14.6 million in line with the prior year as underlying growth offset the impact of divestments. On a sequential basis, revenue for the fourth quarter increased approximately 31% from $26.9 million in the third quarter of 2025, driven by improved customer engagement, stronger order activity and continued adoption of our advanced digital manufacturing solutions across key industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage and next-generation computing infrastructure.

Gross profit for the quarter was $17.6 million, with an adjusted gross margin of approximately 49.7% compared to $5.3 million and 36.3% in the prior year quarter. This increase was driven primarily by the prior year inclusion of a onetime unfavorable inventory adjustment.

Sequentially, gross profit increased approximately 38% from $12.7 million in the third quarter with margin expansion of about 230 basis points from 47.4% reflecting improved product mix and operational efficiencies.

Operating expenses for the quarter were $27.3 million, representing a year-over-year increase of approximately 13% from $24.2 million in the fourth quarter of 2024, primarily due to the inclusion of Markforged. However, on a stand-alone basis, Nano Dimension's operating expenses decreased approximately 42% year-over-year, reflecting the benefits of divestments and disciplined cost management.

On a sequential basis, operating expenses for the fourth quarter declined over 6% from $29.2 million in the third quarter and more than 16% relative to the previously identified baseline of approximately $32.5 million which reflects second quarter operating expenses adjusted to include a full quarter of Markforged. This decrease reflects our continued cost discipline and efforts to streamline operations across the organization.

Adjusted EBITDA for the quarter was a loss of $9.8 million, improving from a loss of $18.9 million in the fourth quarter of 2024 and $16.6 million in the third quarter of 2025, reflecting improved gross margins and disciplined expense management. Turning to our full year results. Revenue for 2025 was $102.4 million, representing approximately 77% year-over-year growth compared to $57.8 million in 2024.

Growth was driven by the inclusion of Markforged, which contributed $54.3 million and continued adoption of our solutions across key industry segments partially offset by strategic divestitures and softer demand amid macroeconomic uncertainties, including tariffs.

Gross profit for the year was $48.1 million with an adjusted gross margin of approximately 46.9% compared to $26.2 million and 45.4% in the prior year. This growth was primarily driven by the inclusion of Markforged.

Operating expenses for the full year were $101 million, representing a year-over-year increase of approximately 12% from $89.8 million, mainly due to the inclusion of Markforged, offset by continued cost discipline across the organization. Adjusted EBITDA for the year was a loss of $53.2 million compared to a loss of $63.6 million in 2024, reflecting increased revenue, improved gross margins and disciplined cost management.

Turning to the balance sheet. Our financial position remains exceptionally strong. As of December 31, 2025, total cash, cash equivalents, deposits and marketable equity securities were approximately $459.6 million, down from about $515.5 million at the end of the prior quarter. This change of approximately $55.9 million includes $19.8 million of cash used for share repurchases during the quarter and $24.4 million related to changes in the fair value of marketable equity securities. Looking ahead, I'd like to take a moment to outline our financial guidance.

As a reminder, our business generates revenue from recurring book and ship activity and larger strategic orders, which can create some variability in quarterly results. Importantly, this variability reflects timing differences rather than lost revenue. With that in mind, we are taking a disciplined approach to providing guidance, and we'll continue to evaluate providing additional metrics over time.

As such, we are implementing annual guidance for 2026. For 2026, we expect revenue in the range of $130 million to $140 million, representing over 30% growth at the midpoint compared to 2025, which included a partial year contribution from Markforged following its acquisition in the second quarter of 2025.

This outlook reflects continued momentum across our forward-leaning industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage and next-generation computing infrastructure. We expect, on a non-GAAP basis, gross margin between 46% and 48%, reflecting improvement at the midpoint compared to 2025, driven by operating leverage and continued efficiency across our cost structure. Operating expenses on a non-GAAP basis are expected to be between $106 million and $111 million, reflecting continued cost savings initiatives and disciplined resource management.

At the midpoint, this represents modest growth relative to 2025, which included a partial year contribution from Markforged as we continue to balance cost control with targeted investments to support growth. We expect adjusted EBITDA loss between $40 million and $50 million, representing meaningful improvement at the midpoint compared to the $53.2 million loss in 2025, driven by operating leverage as revenue growth outpaces expense growth.

In terms of cadence, revenue is expected to be modest in the first half, ramping in the second half, with the first quarter typically the lightest and the fourth quarter the strongest. While full run rate savings from operational improvements remain a 2026 target, we are encouraged by sequential improvement in expenses and expect continued efficiencies to support margin expansion and reduce cash burn throughout the year. I will now hand it back to Dave.

Thank you, John. In summary, our actions we implemented in the second half of 2025 are driving meaningful results today. We believe our momentum is positive and our potential is excellent. We have grown revenue, reduced expenses, one critical new and strategic customers.

We've provided financial guidance, repurchased shares and implemented a comprehensive strategic alternatives review that is rapidly progressing toward key decisions. We fully expect that 2026 will bring an excellent opportunity to maximize shareholder value. We look forward to keeping you updated on our progress. With that, operator, please open the line for questions.

At this time, we'll begin the question-and-answer session. [Operator Instructions] Our first question today comes from [ Moshe Sarsari ] from [indiscernible].

Thank you for the very elaborate call. I want to ask -- I see that you closed the Markforged acquisition on April 25 of 2025. That means you had two months in Q2 with Markforged under the Nano Dimension umbrella, plus Q3 and Q4. If I compare total revenue of Markforged in the same time in 2024 to what you reported, revenue at Markforged is actually down compared to 2024.

And I say that the rest of Nano Dimension revenue is also down. How does that reconcile with what I just heard about continued momentum? And also, how is that not misleading the first line in the press release is how revenue grew by more than 100%, implying that it's all organic. Well, it's clearly not organic, it's also not growing.

First off, thank you very much for the question. As we're stating about the revenue growth year-over-year, that's comparing the consolidated business now after the acquisition with the prior year, which did not include Markforged. So that's specific to the comparisons to the prior year.

As it relates to MarkForged specifically in the fourth quarter, consolidated, the growth that we're talking about is the sequential growth in Q4 over Q3. And the continued improvement within the key areas and product lines that were specified. So that's the improvement that we're speaking of and what we're anticipating continuing into the 2026 year.

Right. Again, I'm sorry, it escapes me how writing that the revenue is up by 100% -- more than 100% is not an attempt to mislead the readers.

Moshe, it's definitely not an attempt to mislead. It's the requirements on how we have to compare our actual financials year-over-year before we had Markforged. And then if you read deeper into the press release and what we talked about on the call, we described the various comparisons, both year-over-year with and without Markforged.

I see. Okay. What about the share repurchases program? Why are you discontinuing it? .

Yes. As we described in the call, we think that there are better uses for our money at this point, which will become very clear in the second quarter, as we said during the call. That's number one. And there we have not taken it off the table. It's still an option. We're just not going to talk about it in advance.

I see. Okay. I just don't understand how buying $2 in something for $1.70. How can you have a better use for the cash than that? Is there anything at all that can be more immediately accretive than buying $1 for $0.85.

Understand the point. And as we said, in Q2, things should become a whole lot more clear.

That is very not encouraging, I have to say, it's very abstract, there is no explanation here. It's just a promise that just like the ones we heard from you often that in a few quarters, everything is going to turn around.

Appreciate the question. And as I said, you'll learn a whole lot more in this next quarter.

[Operator Instructions]. And at this time, I'm showing there are no further questions. I'd like to turn the floor back over to Dave for closing remarks.

Thanks for joining us today and for your continued interest in Nano Dimension. Have a great day, and goodbye.

And with that, ladies and gentlemen, we'll be concluding today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.

Good evening, and welcome to the Nano Dimension Third Quarter 2025 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded.

I would now like to turn the conference over to Purva Sanariya, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimension's Third Quarter 2025 Earnings Conference Call. Joining me today is CEO, David Stehlin; and our new CFO, John Brenton.

Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items. I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the Investor Relations section of the company's website. A replay of today's call will also be available on the Investor Relations section of the company's website.

With that, I will turn the call over to Dave.

Thank you, Purva, and good afternoon, everyone. We appreciate you joining us today. I want to begin by formally welcoming John Brenton as Nano's new Chief Financial Officer. John previously served as our VP of Finance and Controller, and he earned this promotion to CFO. He's been with Nano and Markforged for the past 5 years and brings more than 30 years of experience leading finance and accounting, M&A and corporate control functions. I've had the opportunity to work closely with him over the past 6 months, and his disciplined approach and operational depth will be critical as we advance the next phase for the company.

I became CEO on September 8, approximately 3 weeks before the end of Q3 and have been extremely focused on improving and growing the business over these past weeks. Even in this short period, we've taken meaningful steps forward. We're strengthening how we manage the organization, operating with discipline as we drive toward profitability, pressing aggressively to grow revenue with critical customers and maximizing the value of our assets. As we align our reporting processes with U.S. GAAP standards, we're establishing a more consistent and timely cadence. Today's earnings release reflects meaningful progress toward those standards, and we remain committed to providing visibility into our performance driven by our focus on transparency and operational discipline.

During the third quarter, following the open trading window after our Q2 earnings call, we repurchased approximately $5.6 million or $3.5 million of our shares under our existing authorization, which allows for up to $150 million in repurchases. Subsequent to the quarter end, we repurchased an additional $11.5 million worth or $6.6 million of our shares. We repurchased shares because we believe they remain significantly undervalued. You'll also hear shortly in John's remarks that we're providing guidance for the first time this year. Sharing our expectations for the fourth quarter represents an important step forward and reflects the operational improvements underway across the business.

Turning to the strategic alternatives review process announced in September. Our Board with support from Guggenheim Securities and Houlihan Lokey is conducting a structured data-driven evaluation of all alternatives. The process is active, rigorous and aligned with our objectives to maximize shareholder value and unlock the potential of our technology assets and our operations. Although no time line has been set for completing this review, the Board remains engaged in the process, and we're committed to sharing updates when there is something definitive to report. We have engaged top-tier advisers to ensure we receive the best possible expertise as we explore and evaluate all options.

Now turning back to Q3. And while the macro environment presented challenges from tariff uncertainties and cautious capital spending, we achieved strong improvements in the operating expenses, especially when compared to including a full quarter of Markforged expenses. As we moved into the fourth quarter, we're beginning to see signs of stronger performance through a more focused approach on key segments. Our teams are concentrating on the markets and products that best position us for sustained growth. We're being deliberate in identifying areas where our platforms provide meaningful differentiation and acting on that differentiation to win new opportunities and strengthen relationships with key partners. At the same time, we're accelerating cost reduction initiatives, which are already having an impact. We believe Q3 represents a high point in operating expenses with ongoing efforts expected to drive further improvement in future quarters.

Now turning to the markets we serve. As I said earlier, the demand environment remains mixed with pockets of strength in areas where customers remain cautious in their spending. We're prioritizing segments where additive manufacturing can scale and where customers are ready to adopt new approaches that deliver speed, flexibility and creativity. Our target segments include defense, aerospace, automotive, food and beverage and next-generation networking. We're seeing wins across each of these areas, not only in legacy R&D or prototyping applications, but also in manufacturing opportunities. In these segments, our ability to deliver tangible operational and financial benefits, including reduced cycle time, cost savings, improved quality and IP secure wide network production sets us apart.

Our solutions enable customers to make an impact today while also supporting forward-leaning applications for tomorrow. We believe these differentiators will support our growth in the years to come. Our defense business continues to expand as we deepen relationships with existing customers and extend in new ones. We're seeing strong growth driven by momentum across these programs, expansion with existing accounts and increased adoption of our FX10 and our FX20 platforms. Applications include producing critical components for new systems and supporting maintenance, repair and operations for forward deployed forces. We're also collaborating with leading contractors and technology manufacturers to build the defense systems of the future.

In aerospace and other high reliability applications, adoption continues to expand as customers aim to accelerate innovation, shorten prototype to production cycles and maintain rigorous quality and certification standards. Our platforms enable faster iteration, IP protection and production of complex geometries that would otherwise be difficult or cost prohibitive to manufacture traditionally. Markforged continues to gain traction across advanced manufacturing. Customers such as ALOFT AeroArchitects and Spectrum Networks, LLC are using Markforged Composite 3D printing system to produce certified and flight-ready components for high-profile government and special VIP aircraft. Using our FX10 platform and continuous fiber reinforcement technology, parts can be produced in weeks instead of months, improving operational readiness, accelerating certification cycles and reducing dependency on outsourced machining.

Our flexibility and our fast surface mount technology systems have had great success in new product introduction and high mix, low-volume applications, which are critical in aerospace and in next-gen networking and in other forward-leaning market segments. In automotive, demand continues to rise for advanced lightweight and high-strength components that enhance efficiency and performance on factory floors. Markforged integrated composite and metal printing systems empower manufacturers to design and produce critical parts when and where they're needed with greater precision and reliability. This expanding adoption across multiple customer sites highlights the versatility of our enterprise-level platform and the scalability of our technology across adjacent industrial markets.

Our Essemtec business, which delivers adoptive SMT pick-and-place, jet dispensing and smart material management systems is winning new business to support programs that underscore growing demand for advanced electronics assembly, including applications in data center networking and high-speed connectivity. Essemtec was also recently recognized with the Mexico Technology Award for our PUMA Ultra platform, further validating our leadership in adaptive SMT solutions that scale from prototype to high-mix production. Across the broader additive manufacturing industry, we continue to see a shift toward integrated ecosystems that combine hardware, software and materials into connected data-driven platforms.

Customers are prioritizing solutions that deliver strong ROI, end-to-end traceability and secure compliant workflows, areas where our portfolio is extremely well positioned. Markforged's footprint continues to expand across automotive and consumer packaging good manufacturers, including companies like Volkswagen, Dana Incorporated, Nestlé and Danone, who are using our Digital Forge platform to localize production, reduce tooling lead times and achieve measurable efficiency gains. This industrial adoption underscores the maturity of our technology to scale with blue-chip companies additive manufacturing across multiple locations as they adopt more spare parts in our secure ecosystem.

Taken together, while macro conditions remain uneven, our technology value proposition continues to resonate where precision, security, agility and total cost of ownership matter most. By maintaining customer focus, advancing platform integration and executing our road map, we remain confident in the company's ability to expand adoption and drive durable growth. We remain focused on execution, integration and disciplined capital allocation while positioning the company to capitalize on growing demand for these advanced digital manufacturing solutions that merge additive manufacturing with adoptive electronic assembly.

With that, I will now turn the call over to John, who will both review our third quarter financial results and provide guidance for our fourth quarter. John?

Thanks, Dave. It is a pleasure to be here with you all today. While I only recently transitioned into the CFO role, I have already been working closely with our teams to align operations, identify cost synergies and strengthen financial discipline. Together with Dave and the global leadership team, we're focused on executing on key priorities to improve the company and enhance shareholder value. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations.

The third quarter marks the first full quarter of Markforged being included in our consolidated financial results. Desktop Metal is excluded from our non-GAAP results as it is classified as discontinued operations. The deconsolidation of its assets occurred during the third quarter on July 28, following its filing for bankruptcy under Chapter 11. Revenue for the third quarter was $26.9 million, representing a year-over-year growth of approximately 81% compared to $14.9 million in the third quarter of 2024. This increase was driven primarily by the inclusion of Markforged, which contributed $17.5 million, partially offset by lower revenues from our European business due to tariffs. Excluding Markforged, Nano Dimension's stand-alone revenue was approximately $9.4 million, down approximately 37% year-over-year, driven by strategic divestitures and softer demand amid macroeconomic uncertainties, including tariffs.

Gross profit for the quarter was $12.7 million with an adjusted gross margin of approximately 47.4% compared to 50% in the prior year. The decline primarily reflects lower revenue as just discussed in product mix. Operating expenses for the quarter were $29.2 million, representing a year-over-year increase of approximately 29% from $22.7 million in the third quarter of 2024, mainly due to the inclusion of Markforged. However, on a stand-alone basis, Nano Dimension's operating expenses decreased approximately 42% year-over-year, reflecting the benefits of divestments and disciplined cost management. Adjusted EBITDA for the quarter was a loss of $16.6 million compared to a loss of $15.3 million in the third quarter of 2024, primarily due to the inclusion of Markforged.

Turning to the balance sheet. Our financial position remains exceptionally strong. As of September 30, 2025, total cash, cash equivalents and investment securities were approximately $515.5 million, down from about $551 million at the end of the prior quarter. This change of roughly $35.5 million includes approximately $16.2 million attributable to the deconsolidation of Desktop Metal, and $5.1 million of cash used for share repurchases during the quarter. Looking ahead, I'd like to take a moment to outline our guidance, which, as Dave mentioned, we are providing for the first time this year. Our business generates revenue from recurring book-and-ship activity and larger strategic orders, which can create some variability in quarterly results. Importantly, this variability reflects timing differences rather than lost revenue. With that in mind, we are taking a disciplined approach to providing guidance, and we'll continue to evaluate providing additional metrics over time.

For the fourth quarter, we expect revenue in the range of $31.5 million to $33.5 million, representing nearly 21% sequential growth at the midpoint. This outlook reflects moderate recovery across most markets as macroeconomic uncertainties ease along with positive momentum in key industries such as defense, aerospace and automotive. We expect, on a non-GAAP basis, gross margin between 47% and 48.5%, reflecting improved operating leverage and efficiency across our cost structure. Operating expenses on a non-GAAP basis are expected to be between approximately $28 million and $29 million, reflecting continued progress in aligning operations following the Markforged acquisition. Our teams have been focused on identifying synergies since the acquisition. And while these initiatives have been ongoing, we are now providing formal OpEx guidance for the first time. We expect savings of approximately 10% to 15% calculated based on the second quarter's reported results adjusted to reflect what a full quarter of Markforged would have contributed using a baseline of roughly $32.5 million.

For the third quarter, operating expenses were already about 10% lower than this baseline, and we expect the full run rate savings to be realized in 2026. Adjusted EBITDA loss is expected to be between approximately $12 million and $14 million, which at the midpoint represents approximately a 22% improvement compared to the third quarter. We remain focused on our core markets, disciplined execution and cost management.

I will now hand it back to Dave.

Thank you, John. Nano has taken significant steps forward in a very short period of time. We've strengthened our operations by focusing on products and market segments that position us for scalable growth. We have significantly reduced operating expenses, and we'll continue these efforts to drive toward profitability while preserving our strong cash position. We're increasing transparency by being more aligned with U.S. GAAP reporting requirements and for the first time, providing guidance. We believe in the value of our company and have repurchased a significant amount of shares. We will continue to pursue opportunities to unlock additional value for our shareholders, and we look forward to keeping you updated on our progress.

Now we're ready for questions.

[Operator Instructions] At this time, we are showing no questions. I would like to turn the call back over to Dave Stehlin for closing remarks.

Great. Thank you very much. Listen, before we wrap up, I do want to thank everyone for joining us today. Our team is available to discuss any questions or follow-ups you may have. And we appreciate your continued interest in Nano. I think we've come a long way in a short period of time. And yes, there's a lot of work to do, but I like the trend that we're on. So have a good evening. Thank you very much.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.