Note 8 – Acquisitions and Divestitures

Fiscal 2025 Activity

Acquisition and Divestiture of Desktop Metal, Inc. ("Desktop Metal")

On April 2, 2025, the Company acquired 100% of the shares and voting interests in Desktop Metal, a U.S. based publicly traded company (NYSE: DM). Desktop Metal designs and manufactures industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding the Company’s customer base and global market presence across key industries. After signing the Merger Agreement, the Company and Desktop worked diligently to close the transactions. By late 2024, the sole remaining condition to closing the transactions was approval by the Committee for Foreign Investment in the United States (“CIFIUS”). Desktop instituted a series of legal proceedings against the Company to compel the closing of the transactions. In the months that followed, Desktop incurred significant legal expenses that placed financial strain on its financial resources. After several months, Desktop prevailed in the litigation while reaching insolvency. Immediately following the Merger, the Company provided a $12.0 million bridge loan to Desktop
but notified Desktop that no further capital would be infused from the Company. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and was immediately deconsolidated by the Company. The results of Desktop Metal from April 2, 2025 through July 28, 2025 as well as impairment charges related to the Desktop Metal assets and the costs associated with the bankruptcy and deconsolidation are included in Net loss from discontinued operations on the consolidated statements of operations and comprehensive loss.

Information related to the historical results of Desktop is not relevant to the Company’s future results as well as any pro forma presentation giving effect to the Merger since the Desktop assets have already been disposed of and were never reflected in the Company’s results for the period between the date of acquisition and the date of approval of the Insolvency Proceeding, in its consolidated statements of operations and comprehensive loss as discontinued operations and in related disclosures.

The Company determined that the Desktop assets would be disposed of through a sale or other process on the acquisition date and pursued a plan to sell or otherwise dispose of the Desktop business throughout the fiscal quarter following the closing of the Merger. The Company also recorded impairment charges related to the Desktop assets and the costs associated with the bankruptcy and deconsolidation of Desktop in discontinued operations on the Company’s consolidated statements of operations and comprehensive loss following the closing of the Merger. The consolidated statements of operations and comprehensive loss includes impairment of the Desktop Metal asset group of $139.4 million and loss from operations for the period of acquisition through December 31, 2025 of $53.9 million, which are both included within net loss from discontinued operations of $193.3 million.

The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Desktop Metal employee service rendered prior to the acquisition date was $1.0 million and is recorded in additional paid in capital on the consolidated balance sheet. The fair value of consideration transferred is as follows:


Cash consideration	$	179,380
Fair value of equity awards allocated to pre-acquisition period		957
Total acquisition consideration	$	180,337

The purchase price allocation for Desktop Metal was as follows:


	April 2, 2025

Cash and cash equivalents	$	9,089
Restricted cash		1,110
Trade receivables		16,450
Other current assets		7,910
Inventory		73,460
Property, plant and equipment		24,560
Goodwill		139,400
Right-of-use assets		21,340
Deferred revenue		(12,880	)
Other current liabilities		(74,870	)
Long-term lease liabilities		(21,340	)
Other liabilities		(3,892	)
Total purchase price allocation	$	180,337

The Company incurred acquisition-related costs of $11.9 million, of which $8.1 million was incurred in 2025 and $3.8 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the consolidated statements of operations and comprehensive loss.

Acquisition of Markforged Holding Corporation ("Markforged")

On April 25, 2025, the Company acquired 100% of the shares and voting interests in Markforged Holding Corporation ("Markforged"), a U.S. based publicly traded company (NYSE: MKFG). Markforged designs, produces and markets cloud-based software products (including its software enabled platform the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. The acquisition of Markforged will enable the Company to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio.

The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Markforged employee service rendered prior to the acquisition date was $1.1 million and is recorded in additional paid in capital on the consolidated balance sheet. The fair value of consideration transferred is as follows:


Cash consideration	$	115,080
Fair value of equity awards allocated to pre-acquisition period		1,096
Total acquisition consideration	$	116,176

The preliminary purchase price allocation for Markforged was as follows:


	April 25, 2025

Cash and cash equivalents	$	17,555
Restricted cash		805
Trade receivables		14,819
Other current assets		3,558
Inventory		33,855
Property, plant and equipment		14,336
Right-of-use assets		27,417
Goodwill		40,388
Definite-lived intangible assets		22,427
Other assets		2,446
Accounts payable and accrued expenses		(14,040	)
Lease liability		(28,190	)
Deferred revenue		(12,170	)
Deferred tax liabilities		(7,030	)
Total purchase price allocation	$	116,176

The goodwill resulting from this transaction is primarily attributable to the potential growth and expected synergies from combining operations and is not deductible for tax purposes.

The definite-lived intangible assets acquired for Markforged were as follows:


Definite-Lived Intangible Assets	April 25, 2025		Weighted Average Amortization Life (in years)
Developed technology	$	13,636		6
Mutual licensing under settlement agreement		5,320		23
Trademark		1,811		1
Customer relationships		1,660		10
Total definite-lived intangible assets	$	22,427

The Company incurred acquisition-related costs of $3.8 million, of which $2.2 million was incurred in 2025 and $1.6 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the consolidated statements of operations and comprehensive loss.

The following selected unaudited pro forma consolidated results of operations are presented as if the Markforged acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition.


	December 31,
	2025			2024
Revenue	$	122,167		$	142,865
Net loss attributable to common shareholders		(335,260	)		(189,049	)
Net loss per share - basic and diluted		(1.55	)		(0.87	)

These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition.

Divestitures

From January 2025, we have discontinued a number of product lines, including, Fabrica, Admatec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). The Company implemented a complete cost reduction program for the DeepCube and Nano Fabrica product lines. In April 2025, Admatec, Formatec, and Formatec Holdings were declared

bankrupt. Additionally, in April 2025, J.A.M.E.S ceased operations.

Loss on deconsolidation of subsidiaries represents the difference between proceeds received upon disposition and the book value of a subsidiary which has been divested and was excluded from treatment as a discontinued operation. Also included in loss on disposal of subsidiaries is recognition of the cumulative translation adjustment out of accumulated other comprehensive loss. The loss on deconsolidation of subsidiaries was $1.8 million related to Admatec-Formatec and a gain of $0.1 million related to J.A.M.E.S recorded to Restructuring for the year ended December 31, 2025.

- Definition

The entire disclosure for business combination.

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+ Details

Nano Dimension Ltd. 10-K