NANO DIMENSION LTD., 20-F filed on 3/31/2022
Annual and Transition Report (foreign private issuer)
v3.22.1
Document And Entity Information
12 Months Ended
Dec. 31, 2021
shares
Document Information Line Items  
Entity Registrant Name NANO DIMENSION LTD.
Trading Symbol NNDM
Document Type 20-F
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 257,386,419
Amendment Flag false
Entity Central Index Key 0001643303
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Large Accelerated Filer
Entity Well-known Seasoned Issuer Yes
Document Period End Date Dec. 31, 2021
Document Fiscal Year Focus 2021
Document Fiscal Period Focus FY
Entity Emerging Growth Company false
Entity Shell Company false
ICFR Auditor Attestation Flag true
Document Registration Statement false
Document Annual Report true
Document Transition Report false
Document Shell Company Report false
Entity File Number 001-37600
Entity Incorporation, State or Country Code L3
Entity Address, Address Line One 2 Ilan Ramon
Entity Address, City or Town Ness Ziona
Entity Address, Postal Zip Code 7403635
Entity Address, Country IL
Title of 12(b) Security American Depository Shares each representing one Ordinary Shares par value NIS 5.00 per share(1) Ordinary Shares, par value NIS 5.00 per share(2)
Security Exchange Name NASDAQ
Entity Interactive Data Current Yes
Document Accounting Standard International Financial Reporting Standards
Auditor Firm ID 1057
Auditor Name Somekh Chaikin
Auditor Location Tel-Aviv, Israel
Business Contact  
Document Information Line Items  
Entity Address, Address Line One 2 Ilan Ramon
Entity Address, City or Town Ness Ziona
Entity Address, Postal Zip Code 7403635
Entity Address, Country IL
Contact Personnel Name Yoav Stern
Contact Personnel Email Address yoav.s@nano-di.com
City Area Code 972
Local Phone Number 073-7509142
v3.22.1
Consolidated Statements of Financial Position - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Assets    
Cash and cash equivalents $ 853,626 $ 585,338
Bank deposits 437,598 85,596
Restricted deposits 148 62
Trade receivables 3,422 713
Other receivables 5,902 1,126
Inventory 11,199 3,314
Total current assets 1,311,895 676,149
Restricted deposits 501 406
Bank deposits 64,371
Deferred tax 1,007
Property plant and equipment, net 7,690 5,092
Right of use assets 4,491 3,169
Intangible assets 4,440
Total non-current assets 78,060 13,107
Total assets 1,389,955 689,256
Liabilities    
Trade payables 2,833 776
Financial derivatives 14,910
Other payables 13,836 5,910
Current portion of other long-term liability 417  
Total current liabilities 31,996 6,686
Liability in respect of government grants 1,560 850
Employee benefits 4,145
Liability in respect of warrants 3,347 11,986
Lease liability 3,336 2,618
Deferred tax liabilities 236
Other long-term liabilities 1,104
Total non-current liabilities 13,728 15,454
Total liabilities 45,724 22,140
Equity    
Non-controlling interests 875
Share capital 386,665 257,225
Share premium and capital reserves 1,266,027 518,426
Treasury shares (1,509) (1,509)
Foreign currency translation reserve 1,407 1,431
Accumulated loss (309,234) (108,457)
Equity attributable to owners of the company 1,343,356 667,116
Total equity 1,344,231 667,116
Total liabilities and equity $ 1,389,955 $ 689,256
v3.22.1
Consolidated Statements of Profit or Loss and Other Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Profit or loss [abstract]      
Revenues $ 10,493 $ 3,399 $ 7,070
Cost of revenues 5,730 1,563 4,312
Cost of revenues - amortization of assets recognized in business combination and technology 3,641 771 772
Total cost of revenues 9,371 2,334 5,084
Gross profit 1,122 1,065 1,986
Research and development expenses, net 41,686 9,878 8,082
Sales and marketing expenses 22,713 6,597 5,469
General and administrative expenses 19,644 20,287 3,270
Impairment losses 140,290
Operating loss (223,211) (35,697) (14,835)
Finance income 17,909 446 8,765
Finance expense 428 13,243 2,283
Loss before taxes on income (205,730) (48,494) (8,353)
Taxes benefit 4,906
Loss for the year (200,824) (48,494) (8,353)
Loss attributable to Non-controlling interests (47)
Loss attributable to owners $ (200,777) $ (48,494) $ (8,353)
Loss per share      
Basic loss per share (USD) (in Dollars per share) $ (0.81) $ (1.13) $ (2.38)
Diluted loss per share (USD) (in Dollars per share) $ (0.83) $ (1.13) $ (2.38)
Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss      
Foreign currency translation differences for foreign operations $ (46)
Total comprehensive loss for the year (200,870) (48,494) (8,353)
Comprehensive loss attributable to Non-controlling interests (69)    
Comprehensive loss attributable to Owners of the Company $ (200,801) $ (48,494) $ (8,353)
v3.22.1
Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands
Share capital
Share premium and capital reserves
Treasury shares
Foreign currency translation reserve
Accumulated loss
Total
Non-controlling interests
Total
Balance at Dec. 31, 2018 $ 3,291 $ 63,969 $ (1,509) $ 1,431 $ (51,610)     $ 15,572
Loss for the year (8,353)     (8,353)
Issuance of Ordinary Shares, net 2,216 (633)     1,583
Exercise of warrants and options and conversion of convertible notes 934 1,421     2,355
Share-based payments 445     445
Balance at Dec. 31, 2019 6,441 65,202 (1,509) 1,431 (59,963)     11,602
Loss for the year     (48,494)     (48,494)
Issuance of Ordinary Shares, net 244,511 405,604     650,115
Exercise of warrants and options and conversion of convertible notes 6,273 1,450     7,723
Share-based payments 46,170     46,170
Balance at Dec. 31, 2020 257,225 518,426 (1,509) 1,431 (108,457) $ 667,116   667,116
Investment of non-controlling party in subsidiary $ 944 944
Loss for the year (200,777) (200,777) (47) (200,824)
Other comprehensive loss for the year       (24)   (24) (22) (46)
Issuance of Ordinary Shares, net [1] 114,024 682,322 796,346 796,346
Exercise of warrants and options and conversion of convertible notes 6,219 (3,176) 3,043 3,043
Share issuance as part of business combination 9,197 29,522       38,719   38,719
Share-based payments   38,933       38,933   38,933
Balance at Dec. 31, 2021 $ 386,665 $ 1,266,027 $ (1,509) $ 1,407 $ (309,234) $ 1,343,356 $ 875 $ 1,344,231
[1] See Note 12 for more information regarding issuance of Ordinary Shares.
v3.22.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash flow from operating activities:      
Net loss $ (200,824) $ (48,494) $ (8,353)
Adjustments:      
Depreciation and amortization 7,383 2,658 2,666
Impairment losses 140,290
Financing expenses (income), net (6,873) (60) 2,035
Revaluation of financial liabilities accounted at fair value (10,608) 12,825 (8,707)
Loss from disposal of property plant and equipment and right-of-use assets 567 18
Increase in deferred tax (5,013)
Share-based payments 29,782 20,501 439
Profit loss 155,528 35,924 (3,549)
Changes in assets and liabilities:      
Decrease (increase) in inventory 2,382 229 (442)
Decrease in other receivables (429) (556)
Increase (decrease) in trade receivables (449) 1,103 (503)
Increase in other payables 1,139 2,247 718
Increase (decrease) in trade payables 74 (99) (555)
Changes in assets and liabilities 2,717 2,924 (782)
Net cash used in operating activities (42,579) (9,646) (12,684)
Cash flow from investing activities:      
Investment in bank deposits net (416,019) (85,500)
Interest received 3,706 152
Change in restricted bank deposits (32) (60) (40)
Acquisition of property plant and equipment (9,761) (1,359) (601)
Proceeds from sale of property plant and equipment 4
Acquisition of subsidiary, net of cash acquired (74,574)
Net cash used in investing activities (496,680) (86,763) (641)
Cash flow from financing activities:      
Proceeds from issuance of Ordinary Shares, warrants and convertible notes, net 805,497 676,133 14,367
Exercise of warrants and options 212 2,837 282
Lease payments (1,494) (1,118) (1,095)
Proceeds from non-controlling interests 944
Repayment of bank loans (814)
Amounts recognized in respect of government grants liability, net (96) (126) (113)
Interest paid (70)
Net cash provided by financing activities 804,179 677,726 13,441
Increase in cash 264,920 581,317 116
Cash at beginning of the year 585,338 3,894 3,753
Effect of exchange rate fluctuations on cash 3,368 127 25
Cash at end of year 853,626 585,338 3,894
Non-cash transactions:      
Property plant and equipment acquired on credit 249 25
Conversion of convertible notes and warrants to equity 2,830 4,886 2,073
Acquisition of a right-of-use asset $ 1,919 $ 1,421 $ 1,624
v3.22.1
General
12 Months Ended
Dec. 31, 2021
Disclosure of general hedge accounting [Abstract]  
General

 Note 1General

 

A. Reporting Entity

 

Nano Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 2 Ilan Ramon St., Ness Ziona, Israel. The consolidated financial statements of the Company as of December 31, 2021, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany and in Hong Kong (together referred to as the “Group”). The Company engages, by means of the subsidiary Nano Dimension Technologies Ltd. (“Nano-Technologies”), in the development of a three-dimensional (“3D”) additive manufacturing system and nanotechnology based conductive and dielectric inks, which are supplementary products to the additive manufacturing system. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market. The Ordinary Shares of the Company were registered for trade on the Tel Aviv Stock Exchange (TASE). On May 20, 2020, the Company voluntary delisted its Ordinary Shares from the TASE.

 

  Since August 25, 2014, the Company has devoted substantially all of its financial resources to develop its products and has financed its operations primarily through the issuance of equity securities. The amount of the Company’s future net profits or losses will depend, in part, on the rate of its future expenditures, its ability to generate significant revenues from the sale of its products, and its ability to obtain funding through the issuance of securities, strategic collaborations or grants. Starting in the fourth quarter of 2017, the Group began to commercialize its products and has generated revenues, mainly from sales of its 3D printers. The Group’s ability to generate revenue and achieve profitability depends on its ability to successfully commercialize its products.

 

B. Material events in the reporting period

 

  (1) Equity Offerings

 

During 2020 and 2021, the Company conducted several public offerings in the United States, with aggregate gross proceeds of approximately $1,543,000,000, before deducting underwriting discounts and commissions and other offering-related expenses.

 

  (2) Effect of the spread of the coronavirus pandemic on the Group’s business

 

Following the outbreak of the coronavirus (COVID-19) in China in December 2019, and it spreading to many other countries as well at the beginning of 2020, there was a decrease in economic activity in many areas around the world, including Israel, the U.S., Europe and Asia-Pacific. The spread of the virus has led, inter alia, to a disruption in the supply chain, a decrease in global transportation, restrictions on travel and work that were announced by the State of Israel and other countries around the world and a decrease in the value of financial assets and commodities on the markets in Israel and the world.

 

As a result of the COVID-19 pandemic’s global effects, many entities held off on capital expenses during 2020 and 2021; thus, the Company witnessed a significant decrease in the Group’s revenues. Nevertheless, during 2021, there was an evident trend of recovery from the crisis that is due to the high vaccination rate of the population. This recovery made it possible to ease travel restrictions at various destinations around the world, including return to normal business activity. As a result, the Group gradually returned to operating on a higher scale and it believes that it will be able to continue operating normally in the future.

 

Since this event is not under the control of the Group, the Group is continuing to regularly follow the changes on the markets in Israel and the world and is examining the Mid-term and long-term effects on the business results of the Group.

 

  (3) Acquisition of Subsidiaries

 

In the reporting period, the Group acquired 100% of the shares and voting interests of DeepCube Ltd., NanoFabrica Ltd. and Essemtec AG (“Essemtec”). For further information, see Note 9.

v3.22.1
Basis of Preparation
12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Basis of Preparation

Note 2Basis of Preparation

 

A. Statement of compliance

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. 

 

The consolidated financial statements were authorized for issue by the Company’s board of directors on March 31, 2022.

 

 B. Functional and presentation currency

 

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s functional currency, and have been rounded to the nearest thousand, except when otherwise indicated. The USD is the currency that represents the principal economic environment in which the Company operates.

 

 C. Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis, except when otherwise indicated.

  

D. Operating Cycle

 

The operating cycle period of the Group is 12 months.

 

E. Use of estimates

 

The preparation of financial statements in conformity with IFRS as issued by the International Accounting Standards Board requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

The preparation of accounting estimates used in the preparation of the Group’s financial statements requires management of the Company to make assumptions regarding circumstances and events that involve considerable uncertainty. The Company’s management prepares the estimates on the basis of past experiences, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Information about assumptions made by the Group with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in the following notes:

 

-Acquisitions of subsidiary

 

The Group measures the fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, in business combination transactions. For information on details on fair value measurement in acquisition of subsidiaries, see Note 9 regarding business combinations.

 

  - Estimated impairment of non-financial assets

 

The Group examines on an annual basis whether there is an impairment of goodwill, intangibles and property, plant and equipment that are allocated to cash generating units, in accordance with the accounting policy presented in Note 3 below. Recoverable amounts of cash-generating units are determined on the basis of value-in-use calculations. These calculations require the use of estimates.

 

During 2021, there has been a decline in the value of groups of cash-generating units to which goodwill is allocated. Given the recoverable amount of the said cash-generating units, determined on the basis of the value in use of the units, the goodwill, intangibles and property, plant and equipment relating to the groups of the said cash-generating units was reduced by approximately $140 million.

 

For information on key assumptions used in calculation of the recoverable amount, see Note 8.E regarding intangible assets and Note 7 regarding property, plant and equipment.

 
  - Fair value measurement of financial instruments

 

The Company accounts for financial liabilities relating to contingent liabilities arising from a business combination, warrants and related derivatives at fair value through profit or loss. The fair values of these instruments are determined by using the Monte Carlo simulation method and the Black-Scholes model and assumptions regarding unobservable inputs used in the valuation model including the probability of meeting revenue targets, and weighted average cost of capital, all of which can lead to profit or loss from a change in the fair value of these instruments.

 

When determining the fair value of an asset or liability, the Group uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:

 

  Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
  Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
  Level 3: inputs that are not based on observable market data (unobservable inputs).

 

For information on details regarding fair value measurement at Level 2 and level 3 and sensitivity analysis see Note 20.D regarding financial instruments.

  

  - Share-based payment transactions

 

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including the expected life of the share option and volatility and making assumptions about them. For the measurement of the fair value of equity-settled transactions at the grant date, the Company uses the Black-Scholes formula or the Binomial pricing model. For information on Share-based payment transactions, see Note 19.

v3.22.1
Significant Accounting Policies
12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Significant Accounting Policies

Note 3Significant Accounting Policies

 

The accounting policies of the Group set out below have been applied consistently for all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

 

A. Basis of consolidation

 

  (1) Business combination

 

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the acquiree and it has the ability to affect those returns through its power over the acquiree. Substantive rights held by the Group and others are taken into account when assessing control.

 

The Group recognizes goodwill on an acquisition according to the fair value of the consideration transferred, including any amounts recognized in respect of rights that do not confer control in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of the Group in the acquiree, less the net amount of the identifiable assets acquired and the liabilities assumed. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

 

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

 

If share-based payment awards (“replacement awards”) are required to be exchanged for awards held by the acquiree’s employees (“acquiree’s awards”), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.

 

  (2) Subsidiaries

 

Subsidiaries are entities controlled by the Group. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control is lost. The accounting policies of the subsidiaries are aligned with the policies adopted by the Group.

 

  (3) Non-controlling interest

 

Non-controlling interests comprise the equity of a subsidiary that cannot be attributed, directly or indirectly, to the parent company and they include additional components such as: the equity component of convertible debentures of subsidiaries, share-based payments that will be settled with equity instruments of subsidiaries and share options of subsidiaries.

 

Measurement of non-controlling interests on the date of the business combination

 

Non-controlling interests that are instruments that give rise to a present ownership interest and entitle the holder to a share of net assets in the event of liquidation (for example: ordinary shares), are measured at the date of the business combination at either fair value, or at their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis. This accounting policy choice does not apply to other instruments that meet the definition of non-controlling interests (for example: options to acquire ordinary shares). Such instruments will be measured at fair value or in accordance with other relevant IFRS.

 

Allocation of profit or loss and other comprehensive income to the shareholders

 

Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests. Total profit or loss and other comprehensive income is allocated to the owners of the Company and the non-controlling interests even if the result is a negative balance of non-controlling interests.

 

  (4) Transactions eliminated on consolidations

 

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

 

B. Foreign currency

 

  (1) Foreign currency transactions

 

Transactions in currencies other than the USD are translated to the functional currency of the Group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

 

Foreign currency differences arising on translation are recognized in profit or loss.

 

  (2) Index linked financial items

 

Financial assets and liabilities which according to their terms are linked to changes in the Israeli Consumer Price Index (the “Index”) are adjusted according to the relevant Index on every reporting date in accordance with the terms of the agreement. Linkage differences deriving from said adjustment are recorded to profit and loss.

 

  (3) Foreign operations

 

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions.

 

Foreign currency differences are recognized in other comprehensive income and are presented in equity in the foreign currency translation reserve (hereinafter – “translation reserve”).

 

When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as a part of the gain or loss on disposal.

 

Furthermore, when the Group’s interest in a subsidiary that includes a foreign operation changes, while retaining control in the subsidiary, a proportionate part of the cumulative amount of the translation difference that was recognized in other comprehensive income is reattributed to non-controlling interests.

 

Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements.

 

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income, and are presented within equity as part of the translation reserve.

 

  (4) Below are details regarding the exchange rate of the New Israeli Shekel (“NIS”), Swiss Franc (“CHF”) and the Euro and the Consumer Price Index of the NIS:

 

   Consumer Price Index   Euro   CHF   NIS 
December 31, 2021   102.6    1.13    1.09    0.32 
December 31, 2020   101.1    1.22    1.13    0.31 
December 31, 2019   101.8    1.12    1.03    0.29 
Change in percentages:                   
Year ended December 31, 2021   1.48    (7.38)   (3.54)   3.23 
Year ended December 31, 2020   (0.69)   (8.93)   9.71    (6.9)
Year ended December 31, 2019   0.6    (2)   2    (7.4)

 

C. Financial instruments

 

  (1) Non-derivative financial assets

 

Initial recognition and measurement of financial assets

 

The Group initially recognizes trade receivables on the date that they are created. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables.

 

Derecognition of financial assets

 

Financial assets are derecognized when the contractual rights of the Group to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Group retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset.

 

Classification of financial assets into categories and the accounting treatment of each category

 

Financial assets are classified at initial recognition to the measurement category of amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss.

 

The Group has balances of cash, trade and other receivables and deposits that are held within a business model whose objective is collecting contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest that reflect consideration for the time value of money and the credit risk. Accordingly, these financial assets are measured at amortized cost.

 

Cash includes cash balances available for immediate use. Deposits include short-term deposits with banking corporations (with original maturities of three months or more) that are readily convertible into known amounts of cash and are exposed to insignificant risks of change in value.

 

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt instruments at fair value through other comprehensive income are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

Provisions for expected credit losses of financial assets measured at amortized cost are deducted from the gross carrying amount of the financial assets. For investments in debt instruments at fair value through other comprehensive income, the provision for expected credit losses is recognized in other comprehensive income and it does not reduce the carrying amount of the financial asset.

 

  (2) Non-derivative financial liabilities

 

Non-derivative financial liabilities include trade and other payables.

 

Initial recognition of financial liabilities

 

The Group initially recognizes financial liabilities on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

 

Subsequent measurement of financial liabilities

 

Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Transaction costs directly attributable to an expected issuance of an instrument that will be classified as a financial liability are recognized as an asset in the framework of deferred expenses in the statement of financial position. These transaction costs are deducted from the financial liability upon its initial recognition, or are amortized as financing expenses in the statement of profit or loss and other comprehensive income when the issuance is no longer expected to occur.

 

Derecognition of financial liabilities

 

Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is discharged or cancelled.

 

Offset of financial instruments

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

  (3) Derivative financial liabilities

 

Measurement of derivative financial instruments

 

Derivatives are recognized initially at fair value attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss, as financing income or expense. Inter alia, the Group implements the said accounting treatment to changes in the fair value of warrants that contain a cashless exercise mechanism. For further information, see Note 20.

 

D. Property plant and equipment

 

Property plant and equipment are presented according to cost, including directly attributed acquisition costs, minus accumulated depreciation and losses from accrued decrease in value. Improvements and upgrades are included in the assets’ costs whereas maintenance and repair costs are recognized in profit and loss as accrued.

 

Gains and losses on disposal of a fixed asset item are determined by comparing the net proceeds from disposal with the carrying amount of the asset, and are recognized in their corresponding section, in profit or loss.

 

The cost of printers used for internal purposes, which are classified as property, plant and equipment, includes the cost of materials and direct labor, and any other costs directly attributable to bringing the assets to a working condition for their intended use.

 

 Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount is the cost of the asset, or other amount substituted for cost, less its residual value. An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required for it to operate in the manner intended by management. Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of the fixed asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

 

The estimated useful lives for the current and comparative periods are as follows:

 

   % 
Machinery and equipment (mainly 7%)   7 – 25 
Computers   20 – 33 
Office furniture and equipment   7 – 15 
Leasehold Improvements   7 – 34 
Printers leased to customers   25 
Buildings   3.5 

 

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.

 

E. Intangible assets

 

  (1) Goodwill

 

Goodwill that arises upon the acquisition of subsidiaries is presented as part of intangible assets. For information on measurement of goodwill at initial recognition, see paragraph A(1) of this note.

 

In subsequent periods, goodwill is measured at cost less accumulated impairment losses.

 

  (2) Research and development

 

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.

 

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention and sufficient resources to complete development and to use or sell the asset.

 

The expenditure capitalized in respect of development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use.

 

In the fourth quarter of 2016, the Group ceased to capitalize development expenses and began to amortize the intangible asset arising from capitalization of development expenses, upon the initiation of its beta program. In subsequent periods, capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.

 

  (3) Other intangible assets

 

Other intangible assets that are acquired by the Group are measured at cost less accumulated amortization and accumulated impairment losses.

 

  (4) Subsequent expenditure

 

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

 

  (5) Amortization

 

Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its residual value.

 

Amortization is recognized in profit or loss on a straight-line basis, over the estimated useful lives of the intangible assets from the date they are available for use, since these methods most closely reflect the expected pattern of consumption of the future economic benefits embodied in each asset.

 

The estimated useful lives for the current period are as follows:

 

    %  
Technology      11 – 14  
Trademark     25  
Capitalized development costs     10  
Customer relationships     25  

 

Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.

 

F. Inventories

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted averages method, and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

G. Impairment of non-financial assets

 

Timing of impairment testing

 

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

 

Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash generating unit that contains goodwill.

 

Determining cash-generating units

 

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

 

Measurement of recoverable amount

 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value, less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset or cash-generating unit, for which the estimated future cash flows from the asset or cash-generating unit were not adjusted.

 

Allocation of goodwill to cash-generating units or a group of cash-generating units

 

For the purposes of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes.

 

Goodwill acquired in a business combination is allocated to a group of cash-generating units, including those existing in the Group before the business combination, that are expected to benefit from the synergies of the combination. Therefore, the Group tests the goodwill acquired from the acquisitions of DeepCube Ltd. (“DeepCube”), NanoFabrica Ltd. (“NanoFabrica”) and Essemtec, at the Group’s level, since the goodwill cannot be allocated to individual cash-generating units.

 

The Group’s corporate assets

 

The Group recognizes technology assets, including technology assets recognized in business combinations, as corporate assets that do not generate separate cash inflows and are utilized by more than one cash-generating unit. Those technology assets cannot be allocated reasonably and consistently to cash-generating units and therefore are allocated to the Group level.

 

Recognition of impairment loss

 

An impairment loss is recognized if the carrying amount of an asset or a cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of a group of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the cash-generating units on a pro rata basis.

 

Reversal of impairment loss

 

An impairment loss in respect of goodwill is not reversed. In respect of other assets, for which impairment losses were recognized in prior periods, an assessment is performed at each reporting date for any indications that these losses have decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

H. Provisions

 

A provision for claims is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. When the value of time is material, the provision is measured at its present value.

 

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

 

I. Treasury shares and Ordinary Shares

 

When share capital recognized as equity is repurchased by the Group, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus on the transaction is carried to share premium, whereas a deficit on the transaction is deducted from retained earnings.

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issuance of Ordinary Shares and share options are recognized as a deduction from equity, net of any tax effects.

 

J. Revenue recognition

 

The Group recognizes revenue when the customer obtains control over the promised goods or services. The revenue is measured according to the amount of the consideration to which the Group expects to be entitled in exchange for the goods or services promised to the customer, other than amounts collected for third parties.

 

The Group accounts for a contract with a customer only when the following conditions are met:

 

  (a) The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them;
     
  (b) The Group can identify the rights of each party in relation to the goods or services that will be transferred;

 

  (c) The Group can identify the payment terms for the goods or services that will be transferred;
     
  (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); and
     
  (e) It is probable that the consideration, to which the Group is entitled to in exchange for the goods or services transferred to the customer, will be collected.

 

If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognized as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded. 

 

On the contract’s inception date, the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.

 

The Group identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Group’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Group’s identified performance obligations include: printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation.

 

In some cases the Group recognizes a warranty as a distinct service to the customer and is therefore a distinct performance obligation.

 

Revenue is allocated among performance obligations in a manner that reflects the consideration that the Group expects to be entitled to for the promised goods based on the standalone selling prices (“SSP”) of the goods or services of each performance obligation. SSP are estimated for each distinct performance obligation and judgment may be required in their determination. The best evidence of SSP is the estimated price of a product or service if the Group would sell them separately in similar circumstances and to similar customers.

 

The Group allocates the transaction price to the identified performance obligations based on the residual approach, while allocating the estimated standalone selling prices for performance obligations relating to maintenance, training and installation services, and the residual is allocated to the printer.

 

Revenues allocated to the printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time.

 

Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized during the time of performance.

 

Revenues from the provision of development services, which are contingent on the existence of milestones, are recognized solely on the existence of the relevant milestone.

 

A contract asset is recognized when the Group has a right to consideration for goods or services it transferred to the customer that is conditional on other than the passing of time, such as future performance of the Group. Contract assets are classified as receivables when the rights in their respect become unconditional.

 

A contract liability is recognized when the Group has an obligation to transfer goods or services to the customer for which it received consideration (or the consideration is payable) from the customer.

 

K. Government grants

 

Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant.

 

Grants from the Israeli Innovation Authority (the “Innovation Authority”), with respect to research and development projects, are accounted for as forgivable loans according to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. Grants received from the Innovation Authority are recognized as a liability according to their fair value on the date of their receipt, unless it is reasonably certain, on that date, that the amount received will not be refunded. The amount of the liability is reexamined each period, and any changes in the present value of the cash flows discounted at the original interest rate of the grant are recognized in profit or loss. The difference between the amount received and the fair value on the date of receiving the grant is recognized as a deduction of research and development expenses. Expenses related to revaluation of the liability in respect of government grants were recognized in the statements of profit or loss and other comprehensive income as finance expenses.

  

L.Leases

 

Determining whether an arrangement contains a lease

 

On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term:

 

(a)The right to obtain substantially all the economic benefits from use of the identified asset; and

 

(b)The right to direct the identified asset’s use.

 

For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected to account for the contract as a single lease component without separating the components.

 

Leased assets and lease liabilities

 

Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease.

 

Since the interest rate implicit in the Group’s leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model, and depreciated over the shorter of the lease term or useful life of the asset.

 

The Group has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.

  

The lease term

 

The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.

 

Variable lease payments

 

Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset.

 

Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs.

 

Depreciation of right-of-use asset

 

After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever is earlier, as follows:

 

  Buildings 1-5 years
  Motor vehicles 3 years

 

Reassessment of lease liability

 

Upon the occurrence of a significant event or a significant change in circumstances that is under the control of the Group and had an effect on the decision whether it is reasonably certain that the Group will exercise an option, which was not included before in the lease term, or will not exercise an option, which was previously included in the lease term, the Group re-measures the lease liability according to the revised leased payments using a new discount rate. The change in the carrying amount of the liability is recognized against the right-of-use asset, or recognized in profit or loss if the carrying amount of the right-of-use asset was reduced to zero.

 

Lease modifications

 

When a lease modification increases the scope of the lease by adding a right to use one or more underlying assets, and the consideration for the lease increased by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the contract’s circumstances, the Group accounts for the modification as a separate lease.

 

In all other cases, on the initial date of the lease modification, the Group allocates the consideration in the modified contract to the contract components, determines the revised lease term and measures the lease liability by discounting the revised lease payments using a revised discount rate.

 

For lease modifications that decrease the scope of the lease, the Group recognizes a decrease in the carrying amount of the right-of-use asset in order to reflect the partial or full cancellation of the lease, and recognizes in profit or loss a profit (or loss) that equals the difference between the decrease in the right-of-use asset and re-measurement of the lease liability.

 

For other lease modifications, the Group re-measures the lease liability against the right-of-use asset.

 

M. Financing income and expenses

 

Financing income is comprised of interest income on deposits, revaluation of liability in respect of government grants, foreign currency gains and fair value changes of financial liabilities through profit and loss.

 

Financing expenses are comprised of bank fees, exchange rate differences, revaluation of liability in respect of government grants and fair value changes of financial liabilities through profit and loss.

 

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either financing income or financing expenses depending on whether foreign currency movements are in a net gain or net loss position.

 

M. Income tax expense

 

Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or are recognized directly in equity or in other comprehensive income to the extent they relate to items recognized directly in equity or in other comprehensive income.

 

Current taxes

 

Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends.

 

Deferred taxes

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:

 

  The initial recognition of goodwill; or

 

  Differences relating to investments in subsidiaries, joint arrangements and associates, to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends in respect of the investment.

 

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

 

A deferred tax asset is recognized for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

Deferred tax assets that were not recognized are reevaluated at each reporting date and recognized if it has become probable that future taxable profits will be available against which they can be utilized.

 

Offset of deferred tax assets and liabilities

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their current tax assets and liabilities will be realized simultaneously.

 

Inter-company transactions

 

Deferred tax in respect of inter-company transactions in the consolidated financial statements is recognized according to the tax rate applicable to the buying company.

 

N. Employee benefits

 

Post-employment benefits

 

The Group’s liability for severance pay for its employees is mainly calculated pursuant to Israeli Severance Pay Law (1963) (the “Severance Pay Law”). The Group’s liability is covered by monthly deposits with severance pay funds and insurance policies. For most of the Group’s employees, the payments to pension funds and to insurance companies exempt the Group from any obligation towards its employees, in accordance with Section 14 of the Severance Pay Law, which is accounted for as a defined contribution plan (as defined below). Accumulated amounts in pension funds and in insurance companies are not under the Group’s control or management and, accordingly, neither those amounts nor the corresponding accrual for severance pay are presented in the consolidated statements of financial position.

 

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees.

 

Post-employment benefits for Essemtec’s employee are treated as defined benefit plans. The net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset).

 

Re-measurements of the net defined benefit liability (asset) comprise actuarial gains and losses and the return on plan assets (excluding interest). Re-measurements are recognized immediately directly in retained earnings through other comprehensive income.

 

Interest costs on a defined benefit obligation, interest income on plan assets and interest from the effect of the asset ceiling that were recognized in profit or loss are presented under financing income and expenses, respectively.

 

Share-based payment transactions

 

The grant date fair value of share-based payment awards granted to employees is recognized as a salary expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. Share-based payment arrangements in which the subsidiary grants rights to parent company equity instruments to its employees are accounted for by the Group as equity-settled share-based payment transactions.

 

The Group has also recognized share-based payment transactions for non-employees, based on the fair value of the services received. If the Group is unable to reliably measure the fair value of the services received, the fair value is measured with respect to the fair value of the equity instruments granted.

 

O. Loss per share

 

The Group presents basic and diluted loss per share for its Ordinary Shares. Basic loss per share is calculated by dividing the loss attributable to holders of Ordinary Shares of the Company by the weighted average number of Ordinary Shares outstanding during the year, adjusted for treasury shares. Diluted loss per share is determined by adjusting the loss attributable to holders of Ordinary Shares of the Company and the weighted average number of Ordinary Shares outstanding, after adjustment for treasury shares, for the effects of all dilutive potential Ordinary Shares. 

v3.22.1
Cash
12 Months Ended
Dec. 31, 2021
Disclosure Of Cash And Restricted Deposits Explanatory [Abstract]  
Cash

Note 4.ACash

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Bank accounts- dominated in NIS   1,057    72,190 
Bank accounts- dominated in USD   584,205    753,320 
Bank accounts- dominated in GBP   
-
    23,651 
Bank accounts- other   76    4,465 
    585,338    853,626 

 

Note 4.BRestricted deposits

 

The Group has a restricted deposit of $649 thousand for the lease of its offices and labs and for credit cards ($148 thousand presented under current assets and $501 thousand presented as non-current assets). The deposit is not linked and bears an annual interest rate of 0.01%. The Group expects to lease its offices and labs for a period of more than a year, thus the restricted deposit was classified as a non-current asset. The restricted deposit for the credit cards was classified as a current asset.

 

Note 4.C – Bank deposits

 

The Group has unrestricted bank deposits of $501,969 thousand (2020: $85,596 thousand). $437,598 thousand are presented under current assets and $64,371 thousand are presented as non-current assets. The deposits bear an annual and fixed interest rate of between 0.36%-1.22%.

v3.22.1
Trade Receivables and Other Receivables
12 Months Ended
Dec. 31, 2021
Trade and other receivables [Abstract]  
Trade receivable and Other receivables

Note 5.ATrade receivables

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Trade receivables   713    3,530 
Provision for impairment   
-
    (108)
    713    3,422 

 

Note 5.BOther receivables

 

   December 31,  
   2020   2021  
   Thousands
USD
   Thousands
USD
  
Government authorities   400    1,093  
Prepaid expenses   696    1,386  
Others   30    3,423 (*)
    1,126    5,902  

 

(*) Including deposit in escrow for payment of Earn-Out in the acquisition of NanoFabrica of approximately $3,362 thousand. For more information see Note 9.B(2).
v3.22.1
Inventory
12 Months Ended
Dec. 31, 2021
Inventory [Abstract]  
Inventory

Note 6Inventory

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Raw materials and work in progress (*)   2,692    7,028 
Finished goods   622    4,171 
    3,314    11,199 

 

(*) A part of the raw materials and work in progress is expected to be sold in a period longer than the operating cycle of the Company.
v3.22.1
Property plant and equipment, net
12 Months Ended
Dec. 31, 2021
Property, plant and equipment [Abstract]  
Property plant and equipment, net

Note 7Property plant and equipment, net

 

    Machinery, equipment and vehicles     Computers     Office furniture and equipment     Leasehold improvements     Raw materials for property     Buildings     Total  
    Thousands
USD
    Thousands
USD
    Thousands
USD
    Thousands
USD
    USD     Thousands
USD
    Thousands
USD
 
Cost                                          
As of January 1, 2020     4,708       476       187       1,745      
     
-
      7,116  
                                                         
Additions     1,163       124       85       12      
     
-
      1,384  
Disposals    
-
      (8 )     (22 )    
-
     
     
-
      (30 )
As of December 31, 2020     5,871       592       250       1,757      
     
-
      8,470  
                                                         
Acquisitions through business combinations     1,686       325       110       592      
-
     
-
      2,713  
Additions     1,545       1,078       461       423       439       6,064       10,010  
Disposals     (646 )     (122 )     (25 )     (193 )                 (986 )
Effect of changes in exchange rates     34       (3 )     (1 )    
-
     
     
      30  
As of December 31, 2021     8,490       1,870       795       2,579       439       6,064       20,237  
                                                         
Depreciation accrued                                                        
As of January 1, 2020     1,486       430       53       404      
     
-
      2,373  
                                                         
Additions     787       47       30       167      
     
-
      1,031  
Disposals    
-
      (8 )     (18 )    
-
     
     
-
      (26 )
As of December 31, 2020     2,273       469       65       571      
     
-
      3,378  
                                                         
Additions     1,144       184       61       367      
      18       1,774  
Disposals     (539 )     (118 )     (7 )     (3 )    
     
-
      (667 )
Impairment loss     5,585       1,331       676      
-
      439      
-
      8,031  
Effect of changes in exchange rates     27       4      
-
     
-
     
     
-
      31  
As of December 31, 2021     8,490       1,870       795       935       439       18       12,547  
                                                         
Carrying amount                                                        
As of December 31, 2020     3,598       123       185       1,186      
-
     
-
      5,092  
As of December 31, 2021    
-
     
-
     
-
      1,644      
-
      6,046       7,690  

 

During the year ended December 31, 2021, the group acquired $249,000 of property and equipment on credit.

 

A. Impairment loss

 

As part of the impairment testing of cash generating units, an impairment loss of property plant and equipment was recognized at the sum of approximately $8,031 thousand. For further information regarding the impairment test, see Note 8.D.

v3.22.1
Intangible Assets
12 Months Ended
Dec. 31, 2021
Intangible Assets [Abstract]  
Intangible assets

Note 8Intangible assets

 

A. Movement in carrying amount

 

   Goodwill   Technology   Development Costs   Other   Total 
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Cost                    
As of January 1, 2020   
-
    
-
    7,672    
-
    7,672 
                          
As of December 31, 2020   
-
    
-
    7,672    
-
    7,672 
                          
Acquisitions through   89,244    39,987    
-
    2,853    132,084 
 business combinations                         
                          
As of December 31, 2021   89,244    39,987    7,672    2,853    139,756 
                          
Amortization and impairment losses                         
As of January 1, 2020   
-
    
-
    (2,461)   
-
    (2,461)
                          
Amortization for the year   
-
    
-
    (771)   
-
    (771)
                          
As of December 31, 2020   
-
    
-
    (3,232)   
-
    (3,232)
                          
Amortization for the year   
-
    (3,189)   (775)   (301)   (4,265)
Impairment loss   (89,244)   (36,798)   (3,665)   (2,552)   (132,259)
As of December 31, 2021   (89,244)   (39,987)   (7,672)   (2,853)   (139,756)
                          
Carrying amount                         
As of December 31, 2020   
-
    
-
    4,440    
-
    4,440 
As of December 31, 2021   
-
    
-
    
-
    
-
    
-
 

 

B. Development Costs

 

Intangible assets include development costs that were capitalized. The expenditure capitalized in respect of development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use. See also Note 3.E.(2).

 

C. Amortization

 

The current amortization of technology is allocated both to the cost of revenues and to the research and development expenses, net. The current amortization of development costs, backlogs (included in Other) is recognized in cost of revenues as inventory is sold. Furthermore, the current amortization of trademarks (included in other) is recognized in selling and distribution expenses.

 

D. Impairment testing for cash-generating units containing goodwill

 

For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to a group of cash-generating units, including those existing in the Group before the business combination, that are expected to benefit from the synergies of the combination. Therefore, the Group tests the goodwill acquired from the acquisition of DeepCube, NanoFabrica and Essemtec, at the Group’s level, since the goodwill cannot be allocated to individual cash-generating units. Moreover, the Group recognized technology assets that were acquired in business combinations, as corporate assets that do not generate separate cash inflows and are utilized by more than one cash-generating unit. Those technology assets cannot be allocated reasonably and consistently to cash-generating units and therefore are allocated to the Group level.

 

The estimated recoverable amount of the cash generating units was based on the value-in-use of the Group and was determined by discounting the future cash flows to be generated from the continuing use of the Group, with the assistance of independent valuers. The carrying amount of the cash-generating units was determined to be higher than its recoverable amount and an impairment loss of $140,290 thousand was recognized. The impairment loss was allocated to goodwill, intangible assets and property plant and equipment, and is included in other expenses.

 

E. Key assumptions used in calculation of recoverable amount

 

Key assumptions used in the calculation of recoverable amounts are discount rates, revenues terminal value growth rates and EBITDA (earnings before income tax, financing, depreciation and amortization) margins. These assumptions are as follows:

 

  (1) Discount rate

 

The discount rate was estimated based on an industry average weighted average cost of capital, without debt leveraging, and was estimated to 20%. The discount rate is based on the risk-free rate for 20-year debentures issued by the government in the relevant market, and adjusted for a risk premium to reflect the increased risk of investing in equities, a small stock premium and a company specific risk premium.

 

  (2) Revenues and revenues terminal growth rate

 

The Company’s estimated revenues are based on the Company's budget, growth plans and available market information. In total, revenues annual growth rate is expected to gradually decrease from 33.33% in 2026 to 5% in 2029. From 2030 onward, revenues are expected to increase at an annual rate of 3%, which reflects the long-term growth rate assumed.

 

  (3) EBITDA margin

 

EBITDA margin is expected to gradually increase from negative 280.7% in 2022 to 17.1% in 2030 onward, which represents the EBITDA margin assumed for the long-term. This estimation is supported by a sample of projected EBITDA margin of comparable companies, according to analyst reports.

 

  (4) Tax expense

 

The effective tax rate during the projection period is 16%.

 

  (5)

Assets that were not impaired

 

The estimated fair value less cost of sell of some property, plant and equipment assets and right of use assets was higher than its carrying amount, and therefore there was no need to impair them.

v3.22.1
Subsidiaries
12 Months Ended
Dec. 31, 2021
Subsidiaries [Abstract]  
Subsidiaries

Note 9Subsidiaries

 

A. Details in respect of subsidiaries

 

Presented hereunder is a list of the Group’s subsidiaries:

 

    Principal location
of the
  The Group’s ownership interest in the subsidiary for the year ended December 31  
    company’s   2020     2021  
Name of company   activity   %     %  
Nano Dimension Technologies Ltd.   Israel     100 %     100 %
Nano Dimension IP Ltd.   Israel     100 %     100 %
Nano Dimension USA Inc.   USA     100 %     100 %
Nano Dimension (HK) Limited   Asia-Pacific     100 %     100 %
Nano Dimension GmbH   Germany     100 %     100 %
J.A.M.E.S GmbH (*)   Germany     0 %     50 %
DeepCube Ltd. (**)   Israel     0 %     100 %
NanoFabrica Ltd. (**)   Israel     0 %     100 %
Essemtec AG (**)   Switzerland     0 %     100 %
Nano Dimension Swiss (***)   Switzerland     0 %     100 %

 

(*) On June 30, 2021, the Company signed an agreement with Hensoldt AG, under which the two companies agreed to jointly own and manage a joint venture company, named J.A.M.E.S GmbH (“JAMES”). The object of JAMES is the development of an electronic designer’s community that will exchange designs and methodologies for manufacturing, component integration, and materials for Printed Electronics (PE) and Additively Manufactured Electronics (AME). Although the Company owns 50% of JAMES and has 50% of their voting power, the Company’s management has determined that the Company controls JAMES, by virtue of an agreement with JAMES’s other shareholder (50%). This agreement gives the company the current ability to direct relevant activities of JAMES, among other things by giving the Company a casting vote in JAMES’s advisory board, which is the governing body that directs the relevant activities.

(**)See Note 9B.

  

(***)Nano Dimension Swiss was incorporated by the Company in 2021 and its main activity is holding a property in Switzerland, which is rented to Essemtec.

B. Acquisition of subsidiaries

 

  (1). Acquisition of DeepCube

 

On April 22, 2021, the Group acquired 100% of the shares and voting interests in DeepCube. DeepCube operates in the Machine Learning/Deep Learning (ML/DL) industry. Taking control of DeepCube will enable the Group access to DeepCube’s unique technology, and to benefit from its experienced scientists and engineers.

 

The founders of DeepCube are directors of the Company, and they continue to serve as directors of the Company after completion of DeepCube’s acquisition. One of the founders also continue working at DeepCube, in the role of Chief Technology Officer.

 

For further details on the remuneration to key management personnel, and the amounts of transactions and outstanding balances with related parties, see Note 22.

 

From the date of the acquisition until December 31, 2021, DeepCube contributed costs of $8,238 thousand to the Group’s results. If the acquisition had occurred on January 1, 2021, the unaudited consolidated pro forma loss for the year would have been $66,200 thousand (before impairment testing). In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2021.

 

    Consideration transferred

 

The following table summarizes the acquisition date fair value of each major class of consideration:

 

   Thousands
USD
 
Cash   40,082 
Equity instruments (2,535,218 Ordinary Shares) – with holdback restrictions
   16,328 
Replacement of share-based payment awards   734 
Share price protection   9,550 
Total consideration transferred   66,694 

 

  a)

Equity instruments issued

 

The fair value of the Ordinary Shares issued was based on the listed share price of the Company at the date of acquisition, with discounts for lack of marketability as a result of holdback restrictions.

 

In accordance with the terms of the acquisition agreement, additional Ordinary Shares of the Company will be issued to one founder of DeepCube, with a share price protection mechanism. The granting of these shares is subject to conditions related to the continued employment of the founder. Hence these shares were not taken as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, is estimated at $7,347 thousand, and will be recognized as post-acquisition compensation cost. For further details on the replacement awards, see Note 19.

 

  b)

Replacement of share-based payment awards

 

In accordance with the terms of the acquisition agreement, the Group exchanged equity-settled share-based payment awards held by employees of DeepCube (the acquiree’s awards) for equity settled share-based payment awards of the Company (the replacement awards). The details of the acquiree’s awards and replacement awards were as follows.

 

The acquiree’s awards were granted during the years 2018 to 2021, and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date, and are subject to a 3-year vesting schedule.

 

The fair value of the acquiree’s awards and the fair value of the replacement awards at the date of acquisition is $2,171 thousand. The consideration for the business combination includes $734 thousand transferred to employees of DeepCube when the acquiree’s awards were substituted by the replacement awards, which relates to past service. The balance of $1,437 thousand will be recognized as post-acquisition compensation cost. For further details on the replacement awards, see Note 19.

 

  c)

Share price protection

 

DeepCube’s shareholders, who hold 2,535,218 Ordinary Shares of the Company, have a price protection for a period of twelve months, based on a per share protection price which is the volume weighted average of the closing sale prices for one share of the Company as quoted on the Nasdaq over the thirty days immediately prior to the closing date, multiplied by 0.7. The fair value of the share price protection was measured using a Monte Carlo simulation analysis. For further details on the fair value measurement of the share price protection, see Note 20.

 

d)Acquisition-related costs

 

The Group incurred acquisition-related costs of $177 thousand on legal fees and due diligence costs. These costs have been included in general and administrative expenses.

 

    Identifiable assets acquired and liabilities assumed

 

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition.

 

   Thousands
USD
 
Cash and cash equivalents   2,691 
Restricted cash   105 
Other current assets   218 
Property and equipment, net   701 
Right-of-use asset   948 
Technology   21,680 
Goodwill   43,989 
Trade accounts payable   (94)
Employees and related   (373)
Other current liabilities   (30)
Deferred taxes   (2,193)
Lease liability   (948)
Total identifiable net assets acquired   66,694 

 

Measurement of fair value

 

For the valuation of the technology asset, the income approach: multi-period excess earnings method (“MEEM”) was used. The value of the asset is estimated based on the present value of the after-tax cash flows attributable only to that intangible asset. The MEEM approach comprises the following steps: (a) Forecasting revenues attributable solely to DeepCube’s technology; (b) Applying an appropriate operating margin to forecast sales; (c) Applying an appropriate tax charge to estimate post-tax cash flows; (d) Applying post-tax contributory asset charges to reflect the return required on other assets that contribute to the generation of the forecast cash flows; (e) Discounting the resulting net post-tax cash flows, using an appropriate discount rate to arrive at the net present value; and (f) Adding an amortization benefit based on the technology’s remaining useful life.

 

The aggregate cash flows derived for the Group as a result of the acquisition:

 

   Thousands
USD
 
Cash and cash equivalents paid   (40,082)
Cash and cash equivalents of the subsidiary   2,691 
    (37,391)

 

Goodwill

 

The goodwill is attributable mainly to the skills and technical talent of DeepCube’s work force, its technology and the synergies expected to be achieved from integrating DeepCube into the Group’s existing 3D Technologies and business. None of the goodwill recognized is expected to be deductible for tax purposes.

 

(2). Acquisition of NanoFabrica

 

On April 26, 2021, the Group acquired 100% of the shares and voting interests in NanoFabrica. NanoFabrica operates in the additive manufacturing (AM) industry. Taking control of NanoFabrica will enable the Group access to NanoFabrica’s micron-resolution technology, and benefit from its experienced scientists and engineers.

 

From the date of the acquisition until December 31, 2021, NanoFabrica contributed revenue of $864 thousand and loss of $9,785 thousand to the Group’s results. If the acquisition had occurred on January 1, 2021, the unaudited consolidated pro forma revenue would have been $10,497 thousand, and the unaudited consolidated pro forma loss for the year would have been $66,467 thousand (before impairment testing). In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2021.

 

Consideration transferred

 

The following table summarizes the acquisition date fair value of each major class of consideration
transferred.

 

    Thousands
USD
 
Cash     22,977  
Deferred payment     1,123  
Earn-out cash consideration – contingent consideration     1,367  
Equity instruments (2,249,232 Ordinary Shares)     19,614  
Equity instruments (262,070 Ordinary Shares) – with holdback restrictions     1,873  
Replacement of share-based payment awards     171  
Total consideration transferred     47,125  

 

  a) Earn-out cash consideration – Contingent Consideration
     
    The Company will pay NanoFabrica’s founders Earn-out payments, depending on certain targets, in an aggregate amount of up to $3,362 thousand (“Earn-Out Consideration”) as follows:

 

    (i)

Revenue based earn-out (50% of Earn-Out Consideration) – In the event that NanoFabrica generates, during the period commencing on June 1, 2021 and ending on May 31, 2022, revenues of at least $2,800 thousand (“Revenues Target”).

 

If the actual amount of revenue that was achieved by NanoFabrica during this period is equal to or lower than 75% of the Revenues Target, then NanoFabrica’s founders shall not be entitled to receive any portion of the revenue based earn-out consideration.

If the actual amount of revenue that was achieved by NanoFabrica during this period is lower than the Revenues Target but higher than 75% of the Revenues Target, then the founders shall be entitled to a portion of the revenue earn-out based on this formula:

revenue consideration - (revenue consideration * (1-revenues/Revenues Target)*4).

 

    (ii)

Gross margin based earn-out (50% of Earn-Out Consideration) – In the event that NanoFabrica generates, during the period commencing on June 1 ,2021 and ending on May 31, 2022, gross margin of at least $1,740 thousand (“Gross Margin Target”).

 

If the gross margin that was achieved by NanoFabrica during this period is equal to or lower than 41.33% of the Gross Margin Target, then NanoFabrica’s founders shall not be entitled to receive any portion of the gross margin based earn-out consideration.

If the gross margin that was achieved by NanoFabrica during this period is lower than the Gross Margin Target but higher than 41.33% of the Gross Margin Target then the founders shall be entitled to a portion of the gross margin earn-out based on this formula:

gross margin consideration - (gross margin consideration * (1-margin/62%)*3).

 

    The Group has included $1,367 thousand as contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition. The fair value of the contingent consideration was measured using a Monte Carlo simulation analysis. Against this liability, the Group has deposited in escrow an amount of approximately $3,362 thousand. As of December 31, 2021, the contingent consideration has reduced to zero, due to lack of expectations for meeting the targets. (see Note 20.F).

 

  b)

Equity instruments issued

 

The fair value of the Ordinary Shares issued was based on the listed share price of the Company at the date of acquisition. Some of the shares are subject to holdback restrictions, and were measured with discounts for lack of marketability.

 

In accordance with the terms of the acquisition agreement, additional Ordinary Shares of the Company will be issued to two founders of NanoFabrica, with a share price protection mechanism. The granting of these shares is subject to conditions related to the continued employment of the founders. Hence these shares were not taken as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, is estimated at $10,941 thousand, and will be recognized as post-acquisition compensation cost. For further details on the replacement awards, see Note 20.

 

  c)

Replacement of share-based payment awards

 

In accordance with the terms of the acquisition agreement, the Group exchanged equity-settled share-based payment awards held by employees of NanoFabrica (the acquiree’s awards) for equity settled share-based payment awards of the Company (the replacement awards). The details of the acquiree’s awards and replacement awards were as follows.

 

The acquiree’s awards were granted during the years 2017 to 2020, and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date, and are subject to a 3-year vesting schedule.

 

The fair value of the acquiree’s awards and the fair value of the replacement awards at the date of acquisition is $633 thousand. The consideration for the business combination includes $171 thousand transferred to employees of NanoFabrica when the acquiree’s awards were substituted by the replacement awards, which relates to past service. The balance of $462 thousand will be recognized as post-acquisition compensation cost. For further details on the replacement awards, see Note 19.

  d) Acquisition-related costs

 

The Group incurred acquisition-related costs of $230 thousand on legal fees and due diligence costs. These costs have been included in general and administrative expenses.

 

Identifiable assets acquired and liabilities assumed

 

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition.

 

    Thousands
USD
 
Cash and cash equivalents     2,218  
Restricted cash     44  
Prepaid expenses and other receivables     102  
Inventory     130  
Property and Equipment, net     654  
Backlog     190  
Technology     14,211  
Goodwill     33,029  
Trade payables     (195 )
Other accounts payable and accrued expenses     (694 )
Deferred taxes     (1,669 )
Long term liabilities     (895 )
Total identifiable net assets acquired     47,125  

 

 

Measurement of fair value

 

For the valuation of the technology asset, the income approach: MEEM was used. The value of the asset is estimated based on the present value of the after-tax cash flows attributable only to that intangible asset. The MEEM approach comprises the following steps: (a) Forecasting revenues attributable solely to NanoFabrica’s technology; (b) Applying an appropriate operating margin to forecast sales; (c) Applying an appropriate tax charge to estimate post-tax cash flows; (d) Applying post-tax contributory asset charges to reflect the return required on other assets that contribute to the generation of the forecast cash flows; (e) Discounting the resulting net post-tax cash flows, using an appropriate discount rate to arrive at the net present value; and (f) Adding an amortization benefit based on the technology’s remaining useful life.

 

  The aggregate cash flows derived for the Group as a result of the acquisition:

 

   Thousands
USD
 
Cash and cash equivalents paid   (22,977)
Cash and cash equivalents of the subsidiary   2,218 
    (20,759)

 

Goodwill

 

The goodwill is attributable mainly to the skills and technical talent of NanoFabrica’s work force, its technology and the synergies expected to be achieved from integrating NanoFabrica into the Group’s existing business. NanoFabrica fits the Group’s target markets, and the combined offering will increase the number of applications that can be relevant for mass manufacturing. None of the goodwill recognized is expected to be deductible for tax purposes.

 

(3). Acquisition of Essemtec

 

On November 2, 2021, the Group acquired 100% of the shares and voting interests in Essemtec. Essemtec is a Swiss company, that produces equipment for placing and assembling electronic components on printed circuit boards. Taking control of Essemtec will enable the Group to enhance product lines of both companies, and benefit from Essemtec’s experienced scientists and engineers.

 

From the date of the acquisition until December 31, 2021, Essemtec contributed revenue of $6,283 thousand and profit of $969 thousand to the Group’s results. If the acquisition had occurred on January 1, 2021, the unaudited consolidated pro forma revenue would have been $29,662 thousand, and the unaudited consolidated pro forma profit for the year would have been $65,691 thousand (before impairment testing). In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2021.

 

Consideration transferred

 

The following table summarizes the fair value as of the acquisition date of each major class of consideration transferred:

 

   Thousands
USD
 
Cash   15,152 
Shareholder’s loans   (2,681)
Earn-out cash consideration – Contingent consideration   8,792 
Total consideration transferred   21,263 

 

  a)

Shareholder’s loan

Comprised of two loans – one of approximately $1,095 thousand, bearing interest of 3%, and the other of approximately $1,586 thousand, bearing interest of 1%.

 

  b)

Earn-out cash consideration – Contingent Consideration

The Company will pay Essemtec’s shareholders earn-out payments, depending on certain targets, in an aggregate amount of up to CHF 8,900 thousand (as for December 31, 2021, approximately $9,700 thousand) (“Earn-Out Consideration”) as follows:

 

  (i)

EBITDA based earn-out (maximum of up to CHF 3,500 thousand (as for December 31, 2021, approximately $3,815 thousand) of the Earn-Out Consideration) – In the event that Essemtec generates, during the fiscal year ending on December 31, 2021, EBITDA of at least CHF 2,000 thousand (as for December 31, 2021, approximately $2,180 thousand) (“EBITDA Target”).

 

If the actual amount of EBITDA that was achieved by Essemtec during this period is equal to or lower than 50% of the EBITDA Target, then Essemtec’s shareholders shall not be entitled to receive any portion of the EBITDA based earn-out consideration.

If the actual amount of EBITDA that was achieved by Essemtec during this period is lower than the EBITDA Target but higher than 50% of the EBITDA Target, then Essemtec’s shareholders shall be entitled to a portion of the EBITDA earn-out based on this formula:

EBITDA consideration * (1 - (EBITDA Target - Actual EBITDA)*2/EBITDA Target).

 

  (ii)

Gross profit based earn-out (maximum of up to CHF 5,400 thousand (as for December 31, 2021, approximately $5,886 thousand) of the Earn-Out Consideration) – In the event that Essemtec generates, during the fiscal year ending on December 31, 2022, gross profit of at least CHF 10,702,683 (as for December 31, 2021, approximately $11,666 thousand) (“Gross Profit Threshold”), the earn-out consideration will be paid as follows:

 

If the actual gross profit that was achieved by Essemtec during this period is equal to CHF 13,378,298 (as for December 31, 2021, approximately $14,582 thousand) (“Gross Profit Target”), then Essemtec’s shareholders shall be entitled to receive a gross profit based earn-out consideration of CHF 4,500 thousand (as for December 31, 2021, approximately $4,905 thousand).

 

If the actual gross profit that was achieved by Essemtec during this period is lower than the Gross Profit Target but higher than the Gross Profit Threshold, then Essemtec’s shareholders shall be entitled to a portion of the gross profit earn-out based on this formula:

CHF 4,500 thousand * (1 - (Gross Profit Target - Actual Gross Profit)*5/Gross Profit Target).

 

If the actual gross profit that was achieved by Essemtec during this period is greater than the Gross Profit Target, then Essemtec’s shareholders shall be entitled to a portion of the gross profit earn-out based on this formula (but not more than CHF 5,400 thousand):

 

CHF 4,500 thousand * (1 + (Actual Gross Profit - Gross Profit Target)/Gross Profit Target).

 

b)Acquisition-related costs

 

The Group incurred acquisition-related costs of $1,094 thousand on legal fees and due diligence costs. These costs have been included in general and administrative expenses.

 

Identifiable assets acquired and liabilities assumed

 

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition.

 

   Thousands
USD
 
 Cash and cash equivalents   3,221 
Trade receivables   2,270 
Other short-term receivables   661 
Inventories   10,172 
Deferred tax assets   994 
Property, plant and equipment   1,358 
Right-of-use   47 
Customer relationships   1,579 
Technology   4,096 
Trademark   1,085 
Goodwill   12,225 
Trade payable   (1,454)
Other current liabilities   

(4,371

)
Long-term liabilities   (6,518)
Shareholder’s loan (*)   (2,681)
Deferred tax liabilities   (1,374)
Lease liability   

(47

)
Total identifiable net assets acquired   21,263 

 

(*) See Note 9.B.3(a).

 

The aggregate cash flows derived for the Group as a result of the acquisition:

 

   Thousands
USD
 
Cash and cash equivalents paid   

(15,152

)
Cash and cash equivalents of the subsidiary   3,221 
    

(11,931

)

 

Goodwill

 

The goodwill is attributable mainly to the skills and technical talent of Essemtec’s work force, its technology and the synergies expected to be achieved from integrating Essemtec into the Group’s existing business. Essemtec’s present products fit the Group’s markets, in a way that can leverage the distribution channels and go-to-market efforts of both organizations. In addition, the Group’s intention to use its newly acquired deep learning based artificial intelligence technologies from the DeepCube acquisition with Essemtec’s systems. None of the goodwill recognized is expected to be deductible for tax purposes.

 

4.The aggregate cash flows derived for the Group as a result of all acquisitions during the current period:

 

   Thousands
USD
 
Cash and cash equivalents paid   (78,211)
Amount deposited in escrow   (4,493)
Cash and cash equivalents of the subsidiary   8,130 
    (74,574)

 

See also Note 24.A regarding acquisition after the reporting date.

v3.22.1
Other Payables
12 Months Ended
Dec. 31, 2021
Other Payables [Abstract]  
Other payables

Note 10Other payables

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Accrued expenses   1,635    2,658 
Contract liabilities   968    3,021 
Lease liability   1,148    2,086 
Employees and related liabilities   1,230    4,392 
Government authorities   659    1,231 
Current maturities in respect of government grants   226    428 
Other   44    20 
    5,910    13,836 
v3.22.1
Liability in Respect of Government Grants
12 Months Ended
Dec. 31, 2021
Liability in Respect of Government Grants [Abstract]  
Liability in respect of government grants

Note 11Liability in respect of government grants

 

   2020   2021 
   Thousands
USD
   Thousands
USD
 
Balance as of January 1   1,275    1,076 
Increase through business combination   
-
    912 
Amounts received during the year   55    217 
Payment of royalties   (158)   (196)
Amounts recognized as an offset from research and development expenses   (23)   (118)
Revaluation of the liability   (73)   97 
Balance as of December 31   1,076    1,988 
           
Current maturities in respect of government grants   226    428 
Long term liability in respect of government grants   850    1,560 

 

During the years 2014 to 2021, the Company’s subsidiaries received several approvals from the Innovation Authority, to finance development projects in an aggregate amount of up to $8,745,000, while the Innovation Authority share of financing the aforesaid amount was in a range of 30% to 85% of expenditures. As of December 31, 2021, the Company received grants in the aggregate amount of $3,843,000. In consideration, the Company undertook to pay the Innovation Authority royalties in the rate of 3%-3.5% of the future sales up to the amount of the grants received. On the date on which the grants were received, the Group recognized a liability using a discount rate ranging between 19% to 30%.

v3.22.1
Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Equity

Note 12Equity

 

A. The Company’s share capital (in thousands of Ordinary Shares)

 

   Ordinary Shares 
   2020(*)   2021 
Issued and paid-up share capital as at December 31   172,052    257,376 
Authorized share capital   250,000    500,000 

 

(*)Following the approval of its shareholders on April 16, 2020, the board of directors of the Company approved a 1-for-50 reverse split of the Company’s share capital. The implementation of the reverse split resulted in a reduction in the issued and outstanding Ordinary Shares, and the increase of the par value per Ordinary Share from NIS 0.10 to NIS 5.00 per Ordinary Share. Concurrently with the reverse split, the Company effected a corresponding change in the ratio of ordinary shares to each of the Company’s ADSs, such that its ratio of ADSs to Ordinary Shares has changed from one (1) ADS representing fifty (50) Ordinary Shares to a new ratio of one (1) ADS representing one (1) Ordinary Share. The effective date of this reverse split was June 29, 2020. All options and warrants of the Company outstanding immediately prior to the reverse split were appropriately adjusted by dividing the number of Ordinary Shares into which the options and warrants are exercisable by 50 and multiplying the exercise price thereof by 50, as a result of the reverse split. All the figures in these financial statements relating to share capital were appropriately adjusted to reflect the above-mentioned reverse split.

 

Share capital (in thousands of shares of NIS 5 par value)

 

   Ordinary Shares 
   2020   2021 
Issued as at January 1   4,179    172,052 
Issued for cash during the period   163,542    74,100 
Issued for purchase of companies during the period   -    7,162 
Conversion into shares of convertible notes during the period   1,395    - 
Exercise of warrants during the period   2,918    2,690 
Exercise of share options during the period   18    1,372 
Issued and paid-in share capital as at December 31   172,052    257,376 

 

In April 2020, following approval of the general meeting of the Company’s shareholders, the Company increased its authorized share capital by NIS 100,000,000, such that the authorized share capital of the Company was NIS 150,000,000.

 

In May 2020, following approval of the general meeting of the Company’s shareholders, the Company increased its authorized share capital by NIS 100,000,000, such that the authorized share capital of the Company was NIS 250,000,000.

 

In June 2020, following approval of the general meeting of the Company’s shareholders, the Company increased its authorized share capital by NIS 1,000,000,000, such that the authorized share capital of the Company was NIS 1,250,000,000 divided into 250,000,000 Ordinary Shares, par value NIS 5.00 each.

 

In February 2021, following approval of the general meeting of the Company’s shareholders, the Company increased its authorized share capital by NIS 1,250,000,000, such that the authorized share capital of the Company was NIS 2,500,000,000 divided into 500,000,000 Ordinary Shares, par value NIS 5.00 each.

 

B. Financing transactions

 

  1. In February 2019, the Company issued, pursuant to a public offering in the United States, an aggregate of 1,600,000 ADSs, 1,600,000 non-tradable warrants with an exercise price of $8.625 per ADS and term of 5 years and 1,200,000 non-tradable rights to purchase shares with an exercise price of $7.50 per ADS and term of 6 months. In certain cases, the rights to purchase and the warrants may be exercised on a cashless basis. Therefore, the rights to purchase and the warrants are accounted for as derivative instruments which are classified as a liability and measured at fair value through profit or loss. The total gross consideration was $12,000,000 and was initially attributed to the financial liability for the rights to purchase and warrants based on their fair value of $10,201,000 and the remaining amount was attributed to the ADSs issued and recognized as an equity component of $1,799,000. Applicable issuance costs, amounting to $1,440,000, have been allocated in the same proportion as the allocation of the gross proceeds. An amount of $1,224,000 was considered as issuance costs allocated to the rights to purchase and the warrants and has been recorded in profit or loss as finance expense, while costs allocated as issuance costs of ADSs of $216,000 have been recorded in equity as a reduction of the share premium. The total net proceeds from the offering were approximately $10,560,000.

 

During the first quarter of 2019, investors exercised 37,620 of the rights to purchase 37,620 Ordinary Shares for a total consideration of $282,000.

 

The value of the financial liability in respect to the warrants was measured as of December 31, 2021, at an amount of approximately $3,057,000.

 

2.In August 2019, the Company issued, pursuant to a securities purchase agreement, convertible promissory notes, in an aggregate principal amount of $4,276,000 and an additional approximately $2,700,000 to be received in two subsequent closings, bringing the expected total gross proceeds from this funding to approximately $7,000,000. The notes were convertible into the Company’s ADSs. As a part of this transaction, the Company issued non-tradable warrants to purchase 62,668,850 ADSs. The warrants have an exercise price equal to 125% of the conversion price of the convertible promissory notes, will be exercisable upon the six-month anniversary of issuance and will expire five years from the date of issuance. The total gross proceeds from the first closing were $4,276,000.

 

The first tranche of the convertible promissory notes was unsecured, had a maturity date of March 4, 2021, bore no interest except in an event of default and could be converted, at the election of the holder, into ADSs at an initial per share conversion price of $2.90, subject to adjustments, including among others, revenue targets and the conversion prices of the subsequent tranches. The convertible notes have been designated as a financial liability measured at fair value through profit and loss since they were combined instruments including embedded derivatives. The warrants are also classified as a financial liability that is measured at fair value through profit and loss as neither the exercise price nor the number of shares to be issued is fixed. The rights for the future issuance of the convertible notes and the warrants of the second and third tranches have been accounted for as derivatives.

 

The initial fair value of the financial liabilities issued in the transaction at their issuance date has been evaluated in the amount of $11,609,000, while the consideration received from this transaction was $4,276,000. The difference of $7,333,000 has been allocated to the convertible notes, warrants and rights to purchase recognized with respect to this transaction.

 

The allocation was based on the proportion of the fair value of each instrument. The loss that has not been recognized for each instrument is amortized on a straight line basis over the term of each instrument.

 

Accordingly, from the consideration received, approximately $1,569,000 was attributed to the convertible notes of the first tranche, $1,902,000 was attributed to the warrants of the first tranche, and a total of approximately $805,000 was attributed to the rights with respect to the second and third tranches.

 

During 2019 and until December 31, 2019, $1,767,400 of the principal amount of the convertible notes was converted into 609,448 ADSs. As a result of the conversion, $2,003,000 of the loss that had not been initially recorded has been recognized as finance expenses in the year ended December 31, 2019.

 

Prior to February 4, 2020, an additional of approximately $204,000 of the principal amount of the convertible notes was converted.

 

On February 4, 2020, the Company and the holders of a significant portion of the remaining financial instruments agreed to amend the terms of this transaction such that the conversion price of the convertible notes decreased to $1.74 per ADS, and the holders of such notes agreed to convert such notes into ADSs. As a result, an aggregate of approximately $2,305,000 of the principal amount of the convertible notes was converted. Additionally, the Company agreed to amend the exercise price of the warrants of the first tranche to $1.914 per ADS, and the Company and the investors agreed to terminate substantially all remaining obligations in this transaction, including the instruments to be issued under the second and third tranche.

 

During the first quarter of 2020, all the outstanding balance of the convertible notes was converted.

 

The fair value of the remaining financial liabilities relating to the warrants issued in this transaction was measured as of December 31, 2021, at an amount of approximately $290,000. See also Note 20.D - Financial Liabilities.

 

3.

During 2020, the Company issued, pursuant to several public offerings in the United States, an aggregate of 163,542,447 ADSs and 430,000 pre-funded warrants (that were converted to ADSs during 2020). The total gross proceeds from the offerings were approximately $710,013,000, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $650,115,000. As a part of those offerings, the Company issued a total of 7,365,289 non-tradable warrants to the underwriters. The warrants are accounted for as share-based payment expenses, see also Note 19.

 

During 2021, the Company issued, pursuant to two public offerings in the United States, an aggregate of 74,100,000 ADSs. The total gross proceeds from the offerings were approximately $832,980,000, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $796,437,000. As a part of one of these offerings, the Company issued 1,137,500 non-tradable warrants to the underwriters. The warrants are accounted for as share-based payment expenses. See also Note 19.

 

C. Treasury shares

 

As of December 31, 2021, the Company held 10,540 Ordinary Shares, constituting approximately 0.004% of its issued and paid up share capital.

 

D.Translation reserve from foreign operations

 

Net changes in translation reserve from foreign operations in 2021 amounted to $24 thousand, mainly from JAMES which its functional currency is Euro.

v3.22.1
Revenues
12 Months Ended
Dec. 31, 2021
Revenues [Abstract]  
Revenues

Note 13Revenues

 

   For the year ended
December 31
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Consumables   650    554    1,631 
Support services   650(*)   654    1,117 
Sales of systems   5,770    2,191    7,250 
Research and development services   
-
    
-
    495 
Total revenue   7,070    3,399    10,493 

(*) Immaterial reclassification

 

Revenues per geographical locations:

 

   For the year ended
December 31,
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
America   3,367    1,263    2,513 
Asia Pacific   1,591    1,362    743 
Europe and Israel(*)   2,112    774    7,237 
Total revenue   7,070    3,399    10,493 

 

(*) The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts.

 

Timing of revenue recognition:

 

   For the year ended
December 31,
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Goods and services transferred over time   650    654    1,074 
Goods transferred at a point in time   6,420    2,745    9,419 
Total revenue   7,070    3,399    10,493 

 

The table below provides information regarding receivables and contract liabilities deriving from contracts with customers.

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Trade receivables   713    3,422 
Contract liabilities   968    3,021 

 

The contract liabilities primarily relate to the advance consideration received from customers for contracts giving yearly maintenance for the printer. The revenue is recognized in a straight line basis over the contracts’ period.

 

Contract costs

 

Management expects that commissions paid to agents for obtaining contracts are recoverable. The Group applies the expedient included in IFRS 15.94 and recognizes incremental costs for obtaining the contract as an expense as incurred, where the amortization period of the asset it would have otherwise recognized is one year or less.

v3.22.1
Cost of Revenues
12 Months Ended
Dec. 31, 2021
Disclosure of cost of sales [text block] [Abstract]  
Cost of revenues

Note 14Cost of revenues

 

   For the year ended December 31 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
According to components -            
Raw materials, auxiliary materials and consumables   2,129    772    3,585 
Salaries, wages and related expenses   807    293    1,412 
Other   1,376    499    733 
Total   4,312    1,563    5,730 
v3.22.1
Further Detail of Profit or Loss
12 Months Ended
Dec. 31, 2021
Profit or loss [abstract]  
Further detail of profit or loss

Note 15Further detail of profit or loss

 

    For the year ended December 31  
    2019     2020     2021  
    Thousands
USD
    Thousands
USD
    Thousands
USD
 
A. Research and development expenses, net                  
Payroll     4,672 (*)     4,849       14,604  
Share-based payment expenses     162 (*)     1,682       14,238  
Materials     1,001       940       2,764  
Subcontractors     82       258       2,864  
Patent registration     144       160       441  
Depreciation     1,534       1,588       5,697  
Rental fees and maintenance     197       173       559  
Other     339       249       637  
      8,131       9,899       41,804  
Less – government grants     (49 )     (21 )     (118 )
      8,082       9,878       41,686  
B. Sales and marketing expenses                        
Payroll     2,729       3,336       8,283  
Share-based payment expenses     144       1,990       8,569  
Marketing, advertising and commissions     1,808       577       4,053  
Rental fees and maintenance     114       201       365  
Travel abroad     317       235       749  
Depreciation     212       223       318  
Other     145       35       376  
      5,469       6,597       22,713  
                         
C. General and administrative expenses                        
Payroll     872       1,377       2,880  
Share-based payment expenses     155       16,837       6,974  
Fees     22       22       33  
Professional services     1,545       1,064       6,993  
Office expenses     359       386       1,065  
Travel abroad     37       44       461  
Depreciation     78       76       210  
Rental fees and maintenance     43       46       97  
Other     159       435       931  
      3,270       20,287       19,644  
D. Finance income                        
Revaluation of liability in respect of government grants     58       75       25  
Exchange rate differences    
-
      123      

3,444

 
Revaluation of financial liabilities at fair value through profit or loss (**)     8,707      
-
     

10,608

 
Bank interest and fees    
-
      248       3,832  
      8,765       446       17,909  
Finance expense                        
Exchange rate differences     151      
-
     
-
 
Bank fees     14       28       70  
Finance expense in respect of lease liability     425       390       237  
Revaluation of financial liabilities at fair value through profit or loss (**)    
-
      12,825      
-
 
Fundraising expenses     1,693      
-
     
-
 
Revaluation of liability in respect of government grants    
-
     
-
      121  
      2,283       13,243       428  

 

(*)Reclassified.

 

(**) See Note 19 regarding financing transactions that included issuance of financial instruments accounted at fair value through profit and loss.
v3.22.1
Income Tax
12 Months Ended
Dec. 31, 2021
Income Tax [Abstract]  
Income Tax

Note 16Income Tax

 

A. Corporate tax rate

 

Presented hereunder are the tax rates relevant to the Company in the years 2019 to 2021:

 

2019 – 23%

2020 – 23%

2021 – 23%

 

On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first step will be to a rate of 24% as from January 2017 and the second step will be to a rate of 23% as from January 2018.

 

As a result of the reduction in the tax rate, the deferred tax balances as at December 31, 2019 and 2020 were calculated according to the new tax rates specified in the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018), at the tax rate expected to apply on the date of reversal.

 

B. Benefits under the Law for the Encouragement of Industry (Taxes)

 

  (a) The Company and some of its subsidiaries qualify as “Industrial Companies” as defined in the Law for the Encouragement of Industry (Taxes) – 1969, and accordingly they are entitled to benefits, of which the most significant are, under limited conditions, the possibility of submitting consolidated tax returns with related Israeli companies and amortization in three equal annual portions of issuance expenses when registering shares for trading as from the date the shares of the company were registered.
     
  (b) The Company and certain subsidiaries are submitting a consolidated tax return to the tax authorities in accordance with the Law for the Encouragement of Industry (Taxes) – 1969. As a result, the companies are, inter alia, entitled to offset their losses from the taxable income of other companies, subject to compliance with certain conditions.

 

C. Description of the implications of the tax laws applicable to affiliated companies incorporated outside of Israel

 

The Group companies operating outside of Israel are subject to the tax laws applicable in the countries of residence and the activity of those companies. The tax rate applicable to material companies outside of Israel is 12.44% in Switzerland.

 

D. Composition of income tax expense (income)

 

   Thousands
USD
 
   For the year
ended
December 31,
 
   2021 
     
Current tax expense   (107)
      
Deferred tax income   5,013 
Income tax   4,906 

  

E.Deferred tax assets and liabilities

 

Deferred taxes are calculated according to the tax rate anticipated to be in effect on the date of reversal as stated above.

 

The movement in deferred tax assets and liabilities is attributable to the following items:

 

   Intangible
assets and
inventories
   Carry-
forward
tax losses
   Total 
   Thousands USD   Thousands USD   Thousands USD 
             
Balance of deferred tax asset (liability) as at January 1, 2021   
-
    
-
    
-
 
Deferred tax asset (liability) acquired in business combinations (see Note 9.B)   (7,117)   2,875    (4,242)
Changes recognized in profit or loss   6,881    (1,868)   5,013 
Balance of deferred tax asset (liability) as at December 31, 2021   (236)   1,007    771 

  

F. Theoretical tax

 

The main reconciliation between the theoretical tax on the pre-tax profit and the tax expense drives from temporary differences and tax losses for which deferred taxes are not created.

 

G. Tax assessments

 

The Company has final tax assessments until and including the 2017 tax year.

 

Nano Dimension Technologies Ltd. has final tax assessments until and including the 2016 tax year.

 

H. Accumulated losses for tax purposes and other deductible temporary differences

 

As of December 31, 2021, the Group has a net operating loss for tax purposes of approximately $156,200,000, approximately $122,820,000 of which is originated from the Company, the remining amount of which is mostly allocated to Nano Dimension Technologies Ltd. and capital loss for tax purposes of approximately $845,000, approximately $495,752 of which is originated from the Company.

 

Essemtec, which operates in Switzerland, has approximately $8,826,000 accumulated loss as of December 31, 2021.

 

As of December 31, 2021, the Group has deductible temporary differences in the amount of approximately $29,000,000, mainly relating to funding expenses and research and development expenses which are deductible over a period of three years for tax purposes.

 

The Group has not recognized a tax asset for the aforesaid losses and deductible temporary differences, except deferred tax of $1,007 thousand recognized partially by Essemtec on accumulated loss, due to the uncertainty regarding the ability to utilize those losses and deductible of temporary differences in the future.

 

I. Income Tax Regulations (Rules on Bookkeeping by Foreign Invested Companies and Certain Partnerships and Determination of their Taxable Income), 1986

 

As a “Foreign investment company” (as defined in the Israeli Law for the Encouragement of Capital Investments-1959), the Company’s management has elected to apply Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Invested Companies and Certain Partnerships and Determining Their Taxable Income) – 1986, from January 2018. Accordingly, its taxable income or loss is calculated in USD.

v3.22.1
Loss Per Share
12 Months Ended
Dec. 31, 2021
Earnings per share [Abstract]  
Loss per share

Note 17Loss per share

 

Basic loss per share

 

The calculation of basic loss per share as at December 31, 2021 was based on the loss attributable to the owners of the company divided by a weighted average number of ordinary shares outstanding, calculated as follows:

 

   For the year ended December 31 
   2019(*)   2020(*)   2021 
Weighted average number of Ordinary Shares (thousands of shares)(*)   3,513    42,947    247,335 
Loss attributable to the owners of the company (thousands USD)   8,353    48,494    200,777 

 

(*) All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020. See Note 12.A.

 

Weighted average number of Ordinary Shares:

 

   Year ended December 31 
   2019(*)   2020(*)   2021 
   Thousands
of
   Thousands
of
   Thousands
of
 
   shares of
NIS 5.0
   shares of
NIS 5.0
   shares of
NIS 5.0
 
   par value   par value   par value 
Balance as at January 1   1,932    4,179    172,052 
Effect of share options exercised   135    9    2,558 
Effect of warrants exercised   
-
    1,184    575 
Effect of conversion of notes   
-
    1,236    
-
 
Effect of shares issued during the year   1,446    36,339    72,150 
Weighted average number of Ordinary Shares used to calculate basic loss per share as at December 31   3,513    42,947    247,335 

  

(*) All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020, see note 12.A.

 

Diluted loss per share

 

The calculation of diluted loss per share as at December 31, 2021 was based on loss attributable to the owners of the company divided by a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:

 

Loss attributable to owners of the company (diluted)

 

   Year ended December 31 
   2019   2020   2021 
   Thousands 
Loss used to calculate basic loss per share   8,353    48,494    200,777 
Changes in fair value of share price protection liability   
-
    
-
    3,783 
Changes in fair value of warrants classified as liabilities   
-
    
-
    456 
Loss attributable to ordinary shareholders   8,353    48,494    205,016 

  

Weighted average number of ordinary shares (diluted)

 

   Year ended December 31 
   2019   2020   2021 
   Thousands
of
   Thousands
of
   Thousands
of
 
   shares of
NIS 5.0
   shares of
NIS 5.0
   shares of
NIS 5.0
 
   par value   par value   par value 
Weighted average number of Ordinary Shares used to calculate loss
per share
   3,513    42,947    247,335 
Effect of share price protection on issue   
-
    
-
    702 
Effect of warrants on issue   
-
    
-
    95 
Weighted average number of Ordinary Shares used to calculate diluted loss per share as at December 31   3,513    42,947    248,132 

 

In 2021, 55,817,296 options and warrants (in 2020: 22,810,291 and 2019: 3,468,948) were excluded from the diluted weighted average number of Ordinary Shares calculation as their effect would have been anti-dilutive.

v3.22.1
Employee Benefits
12 Months Ended
Dec. 31, 2021
Disclosure of employee benefits [text block] [Abstract]  
Employee Benefits

Note 18Employee Benefits

 

As regards share-based payments, see Note 19 on share-based payments.

 

As regards benefits to key management employees, see Note 23 on related and interested parties.

 

A. Composition of employee benefits:

 

   December 31, 
   2021 
   Thousands USD 
Presented under current liabilities – other payables:    
Short-term employee benefits   (234)
Total   (234)
      
Presented under non-current liabilities – employee benefits:     
Recognized liability for defined benefit plan, net   (4,145)
Total   (4,145)

  

B. Post-employment benefit plans – defined benefit plan

 

Essemtec, a subsidiary of the Company, located in Switzerland, participates in a defined benefit plan. Employees in Switzerland are insured against the risks of old age, death and disability. Essemtec is affiliated to the collective foundation Bâloise Collective BVG foundation. The supreme governing body of the pension fund is the Foundation Council, which is made up of an equal number of representatives from the employees and the employer. The pension fund rules, together with the legal provisions concerning occupational pension plans, constitute the formal regulatory framework of the pension plan. Individual retirement savings accounts are maintained for each beneficiary, which savings contributions varying with age are credited to as well as any interest which accrues. The rate of interest to be applied to the retirement savings accounts is set each year by the Foundation Council, having regard to the financial situation of the pension fund. The amounts credited to the individual savings accounts are funded by savings contributions from both the employer and employees. In addition, the employer pays risk contributions to fund death and disability benefits.

 

The standard retirement age is 64 for women and 65 for men. Employees are entitled to early retirement with a reduced old-age pension. The amount of the old-age pension is the result of multiplying the individual retirement savings account at the time of retirement by a conversion rate set out in the pension-fund rules. The retirement benefits can also be paid out in the form of a capital payment either in full or in part. The amount of disability pensions is determined as a percentage of the insured salary and is independent of the number of years of service.

 

The Group’s defined benefit obligations and the related defined benefit costs are determined at each balance sheet date by a qualified actuary using the Projected Unit Credit Method. The amount recognized in the consolidated balance sheet represents the present value of the defined benefit obligations reduced by the fair value of plan assets. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

 

  1) Plan assets

 

As of December 31, 2021, plan assets were comprised of qualifying insurance policies of $11,671 thousand (December 31, 2020: $0).

 

  2) Movement in net defined benefit liabilities (assets) and in their components

  

   Defined benefit obligation   Fair value of plan assets   Net defined benefit liability (asset) 
   2020   2021   2020   2021   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Balance as of January 1   
        -
    
       -
    
         -
    
    -
    
       -
    
      -
 
Included in other comprehensive income                              
Effect of movements in exchange rates   
-
    91    
-
    (67)   
-
    24 
Other movements                              
Changes from business combinations and loss of control   
-
    (15,907)   
-
    11,738    
-
    (4,169)
Balance as of December 31   
-
    (15,816)   
-
    11,671    
-
    (4,145)

 

  3) The defined benefit liability is attributed to the plans’ participants as follows:

 

  - Active members: 93.6% (2020: 0%)
  - Pensioners: 6.4% (2020: 0%)

 

  4) Actuarial assumptions and sensitivity analysis

 

Principal actuarial assumptions at the reporting date (expressed as weighted averages):

 

   2021 
   % 
Discount rate as of December 31   0.4 
Future salary growth   1 
Interest rate on the savings account   0.75 
Price inflation   1 
Future pension growth   0 

 

Assumptions regarding future mortality are based on published statistics and mortality tables (BVG 2020 generational).

 

The calculation of the defined benefit obligation is sensitive to the mortality assumptions in accepted mortality tables. As a result, an increase of one year in average life would cause an increase in the defined benefit obligation of $ 248 thousand as of December 31, 2021.

 

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

 

   December 31, 
   0.5 percentage
point
increase
   0.5 percentage
point
decrease
 
   2021   2021 
   Thousands
USD
   Thousands
USD
 
Future salary growth   (100)   95.59 
Discount rate   1,173    (1,350)

 

  5) Effect of the plan on the Group’s future cash flows

 

The Group expects $469 thousand in contributions to be paid to the funded defined benefit plan in 2022.

 

The Group estimates the plan’s duration (based on weighted average) to be 15.9 years at the end of the reporting period.

v3.22.1
Share-Based Payment
12 Months Ended
Dec. 31, 2021
Share-Based Payment [Abstract]  
Share-based payment

Note 19Share-based payment

 

A. During 2019, the Company granted to employees, officers and consultants 6,029,000 non-tradable share options, which are exercisable into 6,029,000 Ordinary Shares. The share options vest over a period of three years. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date, in consideration for an exercise price ranging between $0.14 to $0.17 for each share option. Some of the share options include a cashless exercise mechanism.

 

During 2019, the Company granted to employees 2,723,500 restricted shares units (“RSUs”). The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years.

 

During 2020, the Company granted to employees, officers and consultants 6,930,000 non-tradable share options and RSUs, which are exercisable into 5,400,000 Ordinary Shares. The share options vest over a period of three years. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date in consideration for an exercise price ranging between $0.70 to $4.12 for each share option. Some of the share options include a cashless exercise mechanism.

 

During 2021, the Company granted to employees, officers and consultants 10,967,162 non-tradable share options and RSUs, which are exercisable into 10,967,162 Ordinary Shares. The share options vest over a period of three years. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date, in consideration for an exercise price ranging between $0 to $7.5 for each share option. Some of the share options include a cashless exercise mechanism.

 

During 2020, the Company granted to underwriters in public offerings in the U.S. an aggregate of 7,365,289 warrants, which are exercisable into 7,365,289 Ordinary Shares. The exercise prices range between $0.875 to $9.375 for each warrant. The warrants are exercisable 6 months from the issuance date and expire 5 years after the issuance date.

 

During 2021, the Company granted to underwriters in public offering in the U.S. an aggregate of 1,137,500 warrants, which are exercisable into 1,137,500 Ordinary Shares. The exercise price is $11.875 for each warrant. The warrants are exercisable 6 months from the issuance date and expire 4 years after the issuance date.

 

B.  

 

In July 2019, the Company issued non-tradable share options to purchase 2,545,000 Ordinary Shares to directors of the Company at an exercise price of $0.15 per share. One third of the share options will vest after one year from the grant date, and the remaining will vest in eight equal quarterly batches over a period of two years. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.

 

In July 2020, the Company issued non-tradable share options to purchase 440,000 Ordinary Shares to directors of the Company at an exercise price of $0.70 per share. The share options are vested over a period of no more than 3 years from the grant date. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.

 

In December 2019, the Company signed an agreement for options grants on January 2, 2020, to purchase 286,172 ADSs with Yoav Stern, the Company’s Chief Executive Officer (“CEO”), with an exercise price of $2.86 per ADS. The vesting start date of the share options is January 2, 2020.

 

In March 2020, the Company issued options to purchase 294,828 ADSs to Yoav Stern, the Company’s CEO, with an exercise price of $1.09 per ADS. 99.9% of the options vest at the grant date, and the remaining options will vest 3 years after the grant date.

 

In August 2020, following the approval of our shareholders, in consideration for his services as the Company’s CEO, and as appropriate incentive, the Company entered a private placement of warrants (the “Stern Transaction”) with its CEO, Mr. Yoav Stern. In consideration of $150,000, the Company issued to Mr. Stern warrants to purchase 6,880,402 ADSs of the Company. The warrants have an exercise price of $0.75 per ADS, will vest over a period of two and a half years and will expire after 7 years. Simultaneously with the issuance of the warrants, Mr. Stern forfeited options to purchase 581,000 ADSs, previously granted to him, as described above. In addition, as long as Mr. Stern is employed by the Company or is a member of the Company’s board of directors, Mr. Stern may invest an additional amount up to $50,000 to buy Series B Warrants, in an amount equal to 10% of the Company’s fully diluted capital. The exercise price per ADS under the Series B Warrants will be the average of the daily volume weighted average price of the ADSs for the 10 consecutive trading days ending on the trading day that is immediately prior to the date of the applicable notice to purchase the Series B Warrants. The grant of the warrants was treated as a modification of the terms of equity-classified share-based payment under IFRS 2. The fair value of the grant was measured at the grant date in an amount of approximately $18.7 million and is recorded as share-based compensation expenses through the vesting period. In the same general meeting that approved the Stern Transaction, the Company’s shareholders approved the amended terms of compensation of the Company’s CEO. In February 2021, Mr. Stern exercised 30% of the series A warrants. In May 2021, Mr. Stern invested $50,000 and received 27,742,103 Series B Warrants. The exercise price of the Series B Warrants is $6.16 per ADS.

 

In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS, will vest over a period of three years and will expire after 7 years.

 

In May 2021, the Company issued non-tradable share options to purchase 131,000 Ordinary Shares to directors of the Company at an exercise price ranging from $7.69 to $9.33 per share. The share options are vested over a period 3 years from the grant date. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.

 

C.

On April 22, 2021, the Group acquired 100% of the shares and voting interests in DeepCube. After the acquisition, one of DeepCube’s founders continued to work at DeepCube, in the role of Chief Technology Officer. In accordance with the terms of the acquisition agreement, 892,465 Ordinary Shares of the Company will be issued to this founder, with a share price protection mechanism. The granting of these shares is subject to conditions related to the continued employment of the founder. Hence these shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, is estimated at $7,756 thousand, and will be recognized as post-acquisition compensation cost. 

 

 

In addition, as part of the acquisition agreement, the Group exchanged equity-settled share-based payment awards held by employees of DeepCube (the acquiree’s awards) for 299,455 RSUs of the Company (the replacement awards). The acquiree’s awards were granted during the years 2018 to 2021 and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date and are subject to a 3-year vesting schedule.

 

D. On April 26, 2021, the Group acquired 100% of the shares and voting interests in NanoFabrica. In accordance with the terms of the acquisition agreement, 1,178,008 Ordinary Shares of the Company will be issued to NanoFabrica’s founders, with a share price protection mechanism. The granting of these shares is subject to conditions related to the continued employment of the founders. Hence these shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, is estimated at $10,941 thousand, and will be recognized as post-acquisition compensation cost.

 

 

In addition, as part of the acquisition agreement, the Group exchanged equity-settled share-based payment awards held by employees of NanoFabrica (the acquiree’s awards) for 76,928 RSUs of the Company (the replacement awards). The acquiree’s awards were granted during the years 2017 to 2020 and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date and are subject to a 3-year vesting schedule.

 

E.

The fair value of share options is measured using the Black-Scholes formula or the Binomial pricing model. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility (based on the weighted average volatility of the Company’s shares, over the expected term of the options), expected term of the options (based on general option holder behavior and expected share price), expected dividends, and the risk-free interest rate (based on government debentures).

 

The following is the data used in determining the fair value of the equity instruments granted in 2019 to 2021:

 

   19.A, C. and D-
Consultants and
Employees
   19.B-
Directors
and
CEO
 
Number of equity instruments granted   26,861,174    36,744,405 
Fair value in the grant date (thousands USD)   86,989    21,056 
Range of share price (USD)   2.03-10.94    1.38-6.52 
Range of exercise price (USD)   0-11.88    0.7-9.33 
Range of expected share price volatility   58.54%-115.14%    60.22%-125.95% 
Range of estimated life (years)   4-9    4-7.08 
Range of weighted average of risk-free interest rate   0.36%-1.65%    0.29%-1.33% 
Expected dividend yield   -    - 
Outstanding as of December 31, 2021   21,022,609    34,410,284 
Exercisable as of December 31, 2021 (from grants granted in 2019-2021)   7,337,388    30,631,203 

 

F.The number of share options and RSUs granted to employees and consultants, and included in Note 19.A are as follows:

 

   2020   2021 
   Share
option
programs
   Share
option
programs
   Replacement
awards
 
Outstanding at January 1   521,138    12,603,828    
-
 
Granted during the year   14,295,289    11,850,252    254,409 
Exercised during the year   (1,703,902)   (2,351,420)   
-
 
Forfeited or expired during the year   (508,697)   (1,334,460)   
-
 
Outstanding at December 31   12,603,828    20,768,200    254,409 
Exercisable as of December 31   880,734    7,337,388    
-
 

 

The number of share options granted to directors and the CEO included in Note 19.B are as follows:

 

   2020   2021 
Outstanding at January 1   78,435    8,839,482 
Granted during the year   8,820,402    27,873,103 
Exercised during the year   
-
    (2,147,454)
Forfeited or expired during the year   (59,355)   (154,847)
Outstanding at December 31   8,839,482    34,410,284 
Exercisable as of December 31   8,679,113    30,631,203 

 

G. The share-based payments expenses in 2021 were $29,782 thousand (in 2020: $20,502 thousand, in 2019: $445 thousand). In addition, the fair value of the warrants granted to underwriters in 2021 were $9,151 thousands and has been recorded as a deduction of share premium.
v3.22.1
Financial Instruments
12 Months Ended
Dec. 31, 2021
Financial Instruments [Abstract]  
Financial instruments

Note 20Financial instruments

 

A. Risk management policy

 

The actions of the Group expose it to various financial risks, such as a market risk (including a currency risk, fair value risk regarding interest rate and price risk), credit risk, liquidity risk and cash flow risk for the interest rate. The comprehensive risk-management policy of the Group focuses on actions to limit the potential negative impacts on financial performance of the Group to a minimum. The Group does not typically use derivative financial instruments in order to hedge exposures. Risk management is performed by the Group’s CEO in accordance with the policy approved by the board of directors.

 

B. Credit risk

 

The Group does not have a significant concentration of credit risks.

 

The cash of the Group is deposited in Israeli, European and U.S. banking corporations. In the estimation of the Group’s management, the credit risk for these financial instruments is low.

 

In the estimation of the Group’s management, it does not have any material expected credit losses.

 

C. Currency risk

 

A currency risk is the risk of fluctuations in a financial instrument, as a result of changes in the exchange rate of the foreign currency.

 

The following is the classification and linkage terms of the financial instruments of the Group (in thousands USD):

 

   NIS   USD   Other (*)   Total 
December 31, 2021                
Cash   72,190    753,320    28,116    853,626 
Bank deposits   80,457    421,512    
-
    501,969 
Restricted deposits   569    80    
-
    649 
Trade receivables (net)   36    130    3,256    3,422 
Other receivables   4,240    2,806    856    5,902 
    157,492    1,175,848    32,228    1,365,568 
Financial liabilities at amortized cost   (10,392)   (3,623)   (7,096)   (21,111)
Total net financial assets (liabilities)   147,100    1,172,225    25,132    1,344,457 
                     
December 31, 2020                    
Cash   1,057    584,205    76    585,338 
Bank deposits   
-
    85,596    
-
    85,596 
Restricted deposits   406    62    
-
    468 
Trade receivables   17    534    162    713 
Other receivables   410    19    
-
    429 
    1,890    670,416    238    672,544 
Financial liabilities at amortized cost   4,366    16,134    45    20,545 
Total net financial assets (liabilities)   (2,476)   654,282    193    651,999 

 

(*)Mainly Euro

 

The following is a sensitivity analysis of changes in the exchange rate of the NIS as of December 31, 2021:

 

   Profit
(loss)
from the
change
 
   Thousands
USD
 
Increase at a rate of 5%   7,355 
Increase at a rate of 10%   14,710 
Decrease at a rate of 5%   (7,355)
Decrease at a rate of 10%   (14,710)

 

D. Fair value of financial instruments

 

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, trade payables and other payables are the same or proximate to their fair value.

 

The table below presents an analysis of financial instruments measured at fair value through profit or loss using a valuation methodology in accordance with the fair value hierarchy levels (for a definition of the various hierarchy levels, see Note 2.E regarding the basis of preparation of the financial statements).

 

   2020   2021 
   Thousands
USD
   Thousands
USD
 
Financial liabilities:        
Liability in respect of warrants   11,986    3,697 
Share price protection for previews shareholders of subsidiary acquired   
-
    5,768 
Contingent consideration in business combination   
-
    8,792 
Total   11,986    18,257 
Presented under current liabilities   
-
    14,910 
Presented under non-current liabilities   11,986    3,347 

 

  (1) Details regarding fair value measurement at Level 2

 

    Warrants

 

The fair value of the warrants was measured using the Black-Scholes model. The following inputs were used to determine the fair value:

 

Expected term of warrant (a) – 2.1-2.68 years (2020: 3.1-3.68 years).

Expected volatility (b) –138.5%-152.4% (2020: 118.77%-128.1%).

Risk-free rate (c) – 0.69%-0.83% (2020: 0.17%-0.24%). Expected dividend yield – 0%.

 

    (a) Based on contractual terms.
    (b) Based on the historical volatility of the Company’s Ordinary Shares and ADSs.
    (c) Based on traded zero-coupon U.S. treasury bonds with maturity equal to expected terms.

 

    Share price protection for previews shareholders of subsidiary acquired

 

During 2021, the Group acquired 100% of the shares and voting interests in DeepCube. The consideration transferred includes a share price protection. For further details on the share price protection, see Note 9.

 

The fair value of the share price protection is determined by external valuers on a regular basis. The valuations are presented to the Company’s management. The fair value of the share price protection was measured using a Monte Carlo simulation analysis. The following inputs were used to determine the fair value at December 31, 2021 and at April 22, 2021 (the business combination’s date):

 

Share price protection period (a) – 0.31 years (April 22nd: 1 year).

Expected volatility (b) – 56.89% (April 22nd: 196.01%).

Risk-free rate (c) – 0.09% (April 22nd: 0.02%).

Share price – 3.8 USD (April 22nd: 7.25 USD).

Expected dividend yield – 0%.

 

    (a) Based on contractual terms.
    (b) Based on the historical volatility of the Company’s Ordinary Shares and ADSs.
    (c) Based on traded zero-coupon U.S. treasury bonds with maturity equal to expected terms.

 

(2)Details regarding fair value measurement at Levels 3

 

    Contingent consideration in business combination

 

During 2021, the Group acquired 100% of the shares and voting interests in Essemtec. The consideration transferred includes earn-out cash considerations. For further details on the earn-out payments, see Note 9.

 

The fair value of the contingent consideration is determined by external valuers/internal valuations on a regular basis. The valuations are presented to the Company’s management. The fair value of the earn-out cash payments was measured using a Monte Carlo simulation analysis. The following inputs were used to determine the fair value:

 

   

Essemtec’s underlying EBITDA– CHF 2,100-2,500.

Risk Neutral probability of EBITDA – 21% (positive), 31% (neutral), 47% (negative)

    Essemtec’s underlying gross profit – CHF 13,502-17,360.
    Risk neutral probability of gross profit – 1% (positive), 11% (neutral), 89% (negative).
   

Risk free rate – (0.73%).

 

  (3) Level 3 financial instruments carried at fair value

 

The table hereunder presents a reconciliation from the opening balance to the closing balance of financial instruments carried at fair value level 3 of the fair value hierarchy:

 

   2021 
   Contingent
consideration in
business
combinations
 
Balance as of January 1, 2021   
-
 
Arising from business combinations (*)   (10,159)
Changes in fair value (unrealized)   1,367 
Balance as of December 31, 2021   (8,792)

 

(*)

See Note 9.B regarding acquisition of NanoFabrica for information in relation to the contingent consideration liability at the amount of $1,367 thousand arising from business combination and Note 20.F regarding offsetting the liability against deposit. See Note 9 (3) B  regarding acquisition of Essemtec for information in relation to the contingent consideration liability at the amount of $8,792 thousand arising from business combination.

 

  (4) Sensitivity analysis for share price

 

If the share price had increased in 10%, the fair value of the warrants would have increased in approximately $399 thousand. If the share price had decreased in 10%, the fair value of the warrants would have decreased by approximately $393 thousand.  

 

E. Liquidity risk

 

The table below presents the repayment dates of the Group’s financial liabilities based on the contractual terms in undiscounted amounts:

 

   First year   More than
a year
   Total 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
December 31, 2021            
Trade payables   2,833    
-
    2,833 
Other payables   11,322    
-
    11,322 
Financial derivatives   14,910    3,347    18,257 
Lease liabilities   2,086    3,336    5,422 
Other long-term liability   417    1,104    1,521 
Liability in respect of government grants   428    1,560    1,988 
    31,996    9,347    41,343 
December 31, 2020               
Trade payables   776    
-
    776 
Other payables   5,910    
-
    5,910 
Lease liabilities   
-
    2,618    2,618 
Liability in respect of government grants   
-
    850    850 
    6,686    3,468    10,154 

 

F.Offset of financial assets and financial liabilities

 

As part of the acquisition of NanoFabrica, the Company has recognized a contingent liability to pay NanoFabrica’s founders earn-out payments, depending on certain targets, as described in Note 9.B.(2). As of December 31, 2021, the contingent consideration is reduced to zero, due to lack of expectation in reaching the target of paying the liability.

 

Against this liability, the Company has deposited in escrow an amount of approximately $3,362   thousand, designated for the repayment of this contingent liability. This arrangement meets the criteria for offsetting in the statement of financial position, because the Group has a legally enforceable right to offset recognized amounts, and the intention to settle the asset and the liability on a net basis.

 

As of December 31, 2021, the net asset is measured to be $3,362 thousand, and is included in other receivables in the statement of financial position.

v3.22.1
Leases
12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases

Note 21Leases

 

A. Information regarding material lease agreements

 

  a. The Group leases vehicles for three-year periods from several different leasing companies and from time to time changes the number of leased vehicles according to its current needs. The leased vehicles are identified by means of license numbers and the vehicle’s registration, with the leasing companies not being able to switch vehicles, other than in cases of deficiencies. The leased vehicles are used by the Group’s headquarter staff, marketing and sales persons and other employees whose employment agreements include an obligation of the Group to put a vehicle at their disposal. The Group accounted for the arrangement between it and the leasing companies as a lease arrangement in the scope of IFRS 16 “Leases” and for the arrangement between it and its employees as an arrangement in the scope of IAS 19, “Employee Benefits”. The agreements with the leasing companies do not contain extension and/or termination options that the Group is reasonably certain to exercise.

 

A lease liability and right-of-use asset in the amount of $324 thousand have been recognized in the statement of financial position as at December 31, 2021 in respect of new leases of vehicles.

 

  b. The Group leases offices in Ness- Ziona from Africa-Israel for a period of five years under a few different contracts for four different floors used for offices, labs and manufacturing facilities, at the same building. The contractual periods of the aforesaid lease agreements end in August 2021, December 2023 and August 2024. The Group has an option to extend two of the lease agreements for an additional five years for an additional monthly fee (10% increase). The Company extended the lease agreement ended in August 2021 for an additional five years. The Group also leases offices in Hong-Kong. The contractual period of the aforesaid lease agreement ended in March 2024. The Group also leases offices in the U.S. for a contractual period of three years, which ends in August 2023. A lease liability and right-of-use asset of $1,595 thousand have been recognized in the statement of financial position as at December 31, 2021 in respect of new leases of offices, in order to expand the current headquarters of the Group.
     
  c. A lease liability and right-of-use asset of $995 thousand have been recognized as part of the consolidation of Essemtec and DeepCube, which is mostly allocated to DeepCube offices in Tel-Aviv. For more information, see Note 9.B.

  

B. Right-of-use assets:

 

   Buildings   Vehicles   Total 
   Thousands USD   Thousands USD   Thousands USD 
Balance as at January 1, 2020   2,506    167    2,673 
                
Depreciation   740    116    856 
Disposals   
-
    69    69 
Additions   1,312    109    1,421 
Balance as at December 31, 2020   3,078    91    3,169 
Acquisition through business combinations   948    47    995 
Depreciation   1,359    (15)   1,344 
Disposals   70    178    248 
Additions   1,595    324    1,919 
Balance as at December 31, 2021   4,192    299    4,491 

 

C. Lease liabilities

 

Maturity analysis of the Group’s lease liabilities:

 

   December 31,
2020
   December 31,
2021
 
   Thousands
USD
   Thousands
USD
 
Less than one year   1,148    2,086 
One to five years   2,618    3,336 
Total   3,766    5,422 

 

During the years ended December 31, 2021 and 2020, the Company paid a total of $1,494 thousand and $1,118 thousand, respectively, for lease payments.

v3.22.1
Other long-term liabilities
12 Months Ended
Dec. 31, 2021
Other long-term liabilities [Abstract]  
Other long-term liabilities

Note 22 – Other long-term liabilities

 

Bank loans received by Essemtec.

v3.22.1
Transactions and balances with related parties
12 Months Ended
Dec. 31, 2021
Transactions and balances with related parties [Abstract]  
Transactions and balances with related parties

Note 23Transactions and balances with related parties

 

A. Balances with related parties

 

   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Other payables   207    330 

 

B. Shareholders and other related parties benefits

 

   Year ended on December 31, 
   2019   2020   2021 
   Thousands USD   Thousands USD   Thousands USD 
Salaries and related expenses- related parties employed by the Group   1,047    18,252    13,629(*)
Number of related parties   4    5    7 
Compensation for directors not employed by the Group   218    2,204    3,951 
Number of directors   6    6    8 

(*)

Includes share-based payment expenses of $10,925,000.

 

C. On November 12, 2019, the board of directors of the Company approved an arms-length transaction in which Mr. Ofir Baharav, the former chairman of the board of directors of the Company, has a personal interest, for an administrative services agreement between Nano Dimension USA Inc. and Breezer Holdings LLC, whereby the Company will lease space and will use logistics services for the Company’s office in Boca Raton, Florida, starting on February 1, 2020. In September 2020, the Company ceased this transaction.

 

D. On December 5, 2019, the Company announced the appointment of Yoav Stern as CEO, effective January 2, 2020. See note 19 regarding options granted to the CEO.

 

E. On July 7, 2020, following approval of the general meeting of the Company’s shareholders, the Company granted options to purchase 1,000,000 ADSs to officer and additional 440,000 ADSs and directors of the Company at an exercise price of $0.70 per ADS. 

 

F. On July 7, 2020, the Company issued warrants to the Company’s CEO, Mr. Yoav Stern. See note 19.B.  In February 2021, Mr. Stern exercised 30% of the series A warrants. In May 2021, Mr. Stern invested $50,000 and received 27,742,103 Series B Warrants. The exercise price of the Series B Warrants is $6.16 per ADS.

 

G. In August 2020, the Company issued warrants to the Company’s director, Mr. Yaron Eitan, see Note 19.B.

 

H.

On April 22, 2021, the Company acquired 100% of the shares and voting interests in DeepCube. The founders of DeepCube are Mr. Eli David and Mr. Yaron Eitan (through his holding in Anaknu LLC (“Anaknu”), of which he is one of the shareholders). Mr. Eli David and Mr. Yaron Eitan are directors of the Company. Mr. Eli David also continued to work at DeepCube after the acquisition, in the role of Chief Technology Officer.

For further details on the transaction, see Note 9.B.

 

For the sale of their holdings in the company, the founders received the following consideration (Mr. Eli David and Anaknu in aggregate):

 

  1) Cash payments - $19.42 million.

 

  2)

Payment in equity instruments to Anaknu 1,339 thousand Ordinary Shares in the fair value of $11,682 thousand. Those shares are entitled to a share price protection mechanism for a period of 12 months, whose fair value at the transaction date was $9,551 thousand, and as of December 31, 2021, was $5,768 thousand.

 

  3)

Post-acquisition compensation cost 892 thousand Ordinary Shares, with a share price protection mechanism for a period of 12 to 36 months, subject to conditions related to the continued employment of Mr. Eli David. These shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, was estimated at the transaction date at $7,756 thousand.

 

For the year ended December 31, 2021, $3,286 thousand of the share-based compensation was recognized as share based payment expenses. 

 

I. In November 2021, the Company acquired 100% of the shares and voting interests of Essemtec. In addition, the Group acquired, through Nano Dimension Swiss, from a third party, the property from which Essemtec facilities are operated. Hence, as of the end of November 2021, Essemtec rents its offices from Nano Dimension Swiss under terms similar to those that Essemtec rented the facilities from the third party that owned the facilities before this acquisition.

 

J.On May 25, 2021, following approval of the general meeting of the Company’s shareholders, the Company granted options to purchase 131,000 ADSs to directors of the Company at an exercise price ranging from $7.69 to $9.33 per ADS.

 

K. In May 2021, the Company granted options to purchase 3,000,000 ADSs to officers of the Company at an exercise price of $6 per ADS. In addition, the Company granted options to purchase 1,000,000 ADSs to an officer of the Company, subject to certain change-of-control events, which have not occurred during the reporting period.
v3.22.1
Events after the reporting date
12 Months Ended
Dec. 31, 2021
Disclosure of non-adjusting events after reporting period [Abstract]  
Events after the reporting date

Note 24Events after the reporting date

 

A. After the reporting date, in January 2022, the Company acquired 100% of the shares and voting interests in Global Inkjet Systems Ltd. (“GIS”), a company incorporated under the laws of England & Wales. GIS is a leading developer and supplier of high-performance control electronics, software, and ink delivery systems. Taking control of GIS will enable technology synergies with the Group’s existing technology, and a financial value through a business growth using the Group’s existing resources.
   
  The consideration for GIS will be paid fully in cash, according to the following structure:

 

  (1) Closing consideration – Around £13,500 thousand (as for the closing date, approximately $18,225 thousand), adjusted post-closing upwards or downwards to reflect a cash-free debt free basis on the closing date, with respect to an agreed working capital level. The total closing consideration was estimated at around £17,000 thousand (as for the closing date, approximately $22,950 thousand).
     
  (2) Deferred consideration – £1,000 thousand (as for the closing date, approximately $1,350 thousand), due on April 1st, 2024, to all sellers in an unconditional manner, except to key management team, for whom payment is due only if they stay with the company until such date.
     
  (3)

Earn-out cash consideration – Contingent Consideration – Up to £7,000 thousand (as for the closing date, approximately $9,450 thousand), depending on certain targets (“Earn-Out Consideration”) as follows:

 

  (i) EBITDA based earn-out – £1,000 thousand (as for the closing date, approximately $1,350 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2022, EBITDA of at least £396 thousand (as for the closing date, approximately $535 thousand).
     
    For every 1% below EBITDA of £396 thousand, EBITDA based earn-out will be reduced by 2%, going down to 0 if EBITDA will be £198.

 

  (ii) Gross profit based earn-out – £3,000 thousand (as for the closing date, approximately $4,050 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2023, gross profit of at least £6,962 thousand (as for the closing date, approximately $9,400 thousand).
     
    For every 1% below gross profit of £6,962 thousand, gross profit based earn-out will be reduced by 5%, going down to 0 if gross profit will be £5,570.
     
  (iii) Revenues based earn-out – £3,000 thousand (as for the closing date, approximately $4,050 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2023, revenues of at least £9,537 thousand (as for the closing date, approximately $12,875 thousand).
     
    For every 1% below gross profit of £9,537 thousand, revenues based earn-out will be reduced by 10%, going down to 0 if revenues will be £8,584.
     
  The Group has not yet completed the measurement of the fair value of the consideration transferred in the business combination, the fair value of the identifiable assets acquired and the measurement of the goodwill that may be recognized as a result of the business combination.

 

B. After the reporting date, in January 2022, the Group granted to employees 5,507,000 options and RSUs. The options and RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three to four years.

C. After the reporting date, in March 2022, the Group granted to employees 1,207,000 options and RSUs. The options and RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three to four years.
v3.22.1
Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of consolidation
A. Basis of consolidation

 

  (1) Business combination

 

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the acquiree and it has the ability to affect those returns through its power over the acquiree. Substantive rights held by the Group and others are taken into account when assessing control.

 

The Group recognizes goodwill on an acquisition according to the fair value of the consideration transferred, including any amounts recognized in respect of rights that do not confer control in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of the Group in the acquiree, less the net amount of the identifiable assets acquired and the liabilities assumed. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

 

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

 

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

 

If share-based payment awards (“replacement awards”) are required to be exchanged for awards held by the acquiree’s employees (“acquiree’s awards”), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.

 

  (2) Subsidiaries

 

Subsidiaries are entities controlled by the Group. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control is lost. The accounting policies of the subsidiaries are aligned with the policies adopted by the Group.

 

  (3) Non-controlling interest

 

Non-controlling interests comprise the equity of a subsidiary that cannot be attributed, directly or indirectly, to the parent company and they include additional components such as: the equity component of convertible debentures of subsidiaries, share-based payments that will be settled with equity instruments of subsidiaries and share options of subsidiaries.

 

Measurement of non-controlling interests on the date of the business combination

 

Non-controlling interests that are instruments that give rise to a present ownership interest and entitle the holder to a share of net assets in the event of liquidation (for example: ordinary shares), are measured at the date of the business combination at either fair value, or at their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis. This accounting policy choice does not apply to other instruments that meet the definition of non-controlling interests (for example: options to acquire ordinary shares). Such instruments will be measured at fair value or in accordance with other relevant IFRS.

 

Allocation of profit or loss and other comprehensive income to the shareholders

 

Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests. Total profit or loss and other comprehensive income is allocated to the owners of the Company and the non-controlling interests even if the result is a negative balance of non-controlling interests.

 

  (4) Transactions eliminated on consolidations

 

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

 

Foreign currency
B. Foreign currency

 

  (1) Foreign currency transactions

 

Transactions in currencies other than the USD are translated to the functional currency of the Group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

 

Foreign currency differences arising on translation are recognized in profit or loss.

 

  (2) Index linked financial items

 

Financial assets and liabilities which according to their terms are linked to changes in the Israeli Consumer Price Index (the “Index”) are adjusted according to the relevant Index on every reporting date in accordance with the terms of the agreement. Linkage differences deriving from said adjustment are recorded to profit and loss.

 

  (3) Foreign operations

 

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions.

 

Foreign currency differences are recognized in other comprehensive income and are presented in equity in the foreign currency translation reserve (hereinafter – “translation reserve”).

 

When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as a part of the gain or loss on disposal.

 

Furthermore, when the Group’s interest in a subsidiary that includes a foreign operation changes, while retaining control in the subsidiary, a proportionate part of the cumulative amount of the translation difference that was recognized in other comprehensive income is reattributed to non-controlling interests.

 

Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements.

 

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income, and are presented within equity as part of the translation reserve.

 

  (4) Below are details regarding the exchange rate of the New Israeli Shekel (“NIS”), Swiss Franc (“CHF”) and the Euro and the Consumer Price Index of the NIS:

 

   Consumer Price Index   Euro   CHF   NIS 
December 31, 2021   102.6    1.13    1.09    0.32 
December 31, 2020   101.1    1.22    1.13    0.31 
December 31, 2019   101.8    1.12    1.03    0.29 
Change in percentages:                   
Year ended December 31, 2021   1.48    (7.38)   (3.54)   3.23 
Year ended December 31, 2020   (0.69)   (8.93)   9.71    (6.9)
Year ended December 31, 2019   0.6    (2)   2    (7.4)

 

Financial instruments
C. Financial instruments

 

  (1) Non-derivative financial assets

 

Initial recognition and measurement of financial assets

 

The Group initially recognizes trade receivables on the date that they are created. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables.

 

Derecognition of financial assets

 

Financial assets are derecognized when the contractual rights of the Group to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Group retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset.

 

Classification of financial assets into categories and the accounting treatment of each category

 

Financial assets are classified at initial recognition to the measurement category of amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss.

 

The Group has balances of cash, trade and other receivables and deposits that are held within a business model whose objective is collecting contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest that reflect consideration for the time value of money and the credit risk. Accordingly, these financial assets are measured at amortized cost.

 

Cash includes cash balances available for immediate use. Deposits include short-term deposits with banking corporations (with original maturities of three months or more) that are readily convertible into known amounts of cash and are exposed to insignificant risks of change in value.

 

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt instruments at fair value through other comprehensive income are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

Provisions for expected credit losses of financial assets measured at amortized cost are deducted from the gross carrying amount of the financial assets. For investments in debt instruments at fair value through other comprehensive income, the provision for expected credit losses is recognized in other comprehensive income and it does not reduce the carrying amount of the financial asset.

 

  (2) Non-derivative financial liabilities

 

Non-derivative financial liabilities include trade and other payables.

 

Initial recognition of financial liabilities

 

The Group initially recognizes financial liabilities on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

 

Subsequent measurement of financial liabilities

 

Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Transaction costs directly attributable to an expected issuance of an instrument that will be classified as a financial liability are recognized as an asset in the framework of deferred expenses in the statement of financial position. These transaction costs are deducted from the financial liability upon its initial recognition, or are amortized as financing expenses in the statement of profit or loss and other comprehensive income when the issuance is no longer expected to occur.

 

Derecognition of financial liabilities

 

Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is discharged or cancelled.

 

Offset of financial instruments

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

  (3) Derivative financial liabilities

 

Measurement of derivative financial instruments

 

Derivatives are recognized initially at fair value attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss, as financing income or expense. Inter alia, the Group implements the said accounting treatment to changes in the fair value of warrants that contain a cashless exercise mechanism. For further information, see Note 20
Property plant and equipment
D. Property plant and equipment

 

Property plant and equipment are presented according to cost, including directly attributed acquisition costs, minus accumulated depreciation and losses from accrued decrease in value. Improvements and upgrades are included in the assets’ costs whereas maintenance and repair costs are recognized in profit and loss as accrued.

 

Gains and losses on disposal of a fixed asset item are determined by comparing the net proceeds from disposal with the carrying amount of the asset, and are recognized in their corresponding section, in profit or loss.

 

The cost of printers used for internal purposes, which are classified as property, plant and equipment, includes the cost of materials and direct labor, and any other costs directly attributable to bringing the assets to a working condition for their intended use.

 

 Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount is the cost of the asset, or other amount substituted for cost, less its residual value. An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required for it to operate in the manner intended by management. Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of the fixed asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

 

The estimated useful lives for the current and comparative periods are as follows:

 

   % 
Machinery and equipment (mainly 7%)   7 – 25 
Computers   20 – 33 
Office furniture and equipment   7 – 15 
Leasehold Improvements   7 – 34 
Printers leased to customers   25 
Buildings   3.5 

 

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.

 

Intangible assets
E. Intangible assets

 

  (1) Goodwill

 

Goodwill that arises upon the acquisition of subsidiaries is presented as part of intangible assets. For information on measurement of goodwill at initial recognition, see paragraph A(1) of this note.

 

In subsequent periods, goodwill is measured at cost less accumulated impairment losses.

 

  (2) Research and development

 

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.

 

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention and sufficient resources to complete development and to use or sell the asset.

 

The expenditure capitalized in respect of development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use.

 

In the fourth quarter of 2016, the Group ceased to capitalize development expenses and began to amortize the intangible asset arising from capitalization of development expenses, upon the initiation of its beta program. In subsequent periods, capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.

 

  (3) Other intangible assets

 

Other intangible assets that are acquired by the Group are measured at cost less accumulated amortization and accumulated impairment losses.

 

  (4) Subsequent expenditure

 

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

 

  (5) Amortization

 

Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its residual value.

 

Amortization is recognized in profit or loss on a straight-line basis, over the estimated useful lives of the intangible assets from the date they are available for use, since these methods most closely reflect the expected pattern of consumption of the future economic benefits embodied in each asset.

 

The estimated useful lives for the current period are as follows:

 

    %  
Technology      11 – 14  
Trademark     25  
Capitalized development costs     10  
Customer relationships     25  

 

Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.

 

Inventories
F. Inventories

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted averages method, and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

Impairment of non-financial assets
G. Impairment of non-financial assets

 

Timing of impairment testing

 

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

 

Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash generating unit that contains goodwill.

 

Determining cash-generating units

 

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

 

Measurement of recoverable amount

 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value, less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset or cash-generating unit, for which the estimated future cash flows from the asset or cash-generating unit were not adjusted.

 

Allocation of goodwill to cash-generating units or a group of cash-generating units

 

For the purposes of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes.

 

Goodwill acquired in a business combination is allocated to a group of cash-generating units, including those existing in the Group before the business combination, that are expected to benefit from the synergies of the combination. Therefore, the Group tests the goodwill acquired from the acquisitions of DeepCube Ltd. (“DeepCube”), NanoFabrica Ltd. (“NanoFabrica”) and Essemtec, at the Group’s level, since the goodwill cannot be allocated to individual cash-generating units.

 

The Group’s corporate assets

 

The Group recognizes technology assets, including technology assets recognized in business combinations, as corporate assets that do not generate separate cash inflows and are utilized by more than one cash-generating unit. Those technology assets cannot be allocated reasonably and consistently to cash-generating units and therefore are allocated to the Group level.

 

Recognition of impairment loss

 

An impairment loss is recognized if the carrying amount of an asset or a cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of a group of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the cash-generating units on a pro rata basis.

 

Reversal of impairment loss

 

An impairment loss in respect of goodwill is not reversed. In respect of other assets, for which impairment losses were recognized in prior periods, an assessment is performed at each reporting date for any indications that these losses have decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

Provisions
H. Provisions

 

A provision for claims is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. When the value of time is material, the provision is measured at its present value.

 

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

 

Treasury shares and Ordinary Shares
I. Treasury shares and Ordinary Shares

 

When share capital recognized as equity is repurchased by the Group, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus on the transaction is carried to share premium, whereas a deficit on the transaction is deducted from retained earnings.

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issuance of Ordinary Shares and share options are recognized as a deduction from equity, net of any tax effects.

 

Revenue recognition
J. Revenue recognition

 

The Group recognizes revenue when the customer obtains control over the promised goods or services. The revenue is measured according to the amount of the consideration to which the Group expects to be entitled in exchange for the goods or services promised to the customer, other than amounts collected for third parties.

 

The Group accounts for a contract with a customer only when the following conditions are met:

 

  (a) The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them;
     
  (b) The Group can identify the rights of each party in relation to the goods or services that will be transferred;

 

  (c) The Group can identify the payment terms for the goods or services that will be transferred;
     
  (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); and
     
  (e) It is probable that the consideration, to which the Group is entitled to in exchange for the goods or services transferred to the customer, will be collected.

 

If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognized as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded. 

 

On the contract’s inception date, the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.

 

The Group identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Group’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Group’s identified performance obligations include: printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation.

 

In some cases the Group recognizes a warranty as a distinct service to the customer and is therefore a distinct performance obligation.

 

Revenue is allocated among performance obligations in a manner that reflects the consideration that the Group expects to be entitled to for the promised goods based on the standalone selling prices (“SSP”) of the goods or services of each performance obligation. SSP are estimated for each distinct performance obligation and judgment may be required in their determination. The best evidence of SSP is the estimated price of a product or service if the Group would sell them separately in similar circumstances and to similar customers.

 

The Group allocates the transaction price to the identified performance obligations based on the residual approach, while allocating the estimated standalone selling prices for performance obligations relating to maintenance, training and installation services, and the residual is allocated to the printer.

 

Revenues allocated to the printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time.

 

Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized during the time of performance.

 

Revenues from the provision of development services, which are contingent on the existence of milestones, are recognized solely on the existence of the relevant milestone.

 

A contract asset is recognized when the Group has a right to consideration for goods or services it transferred to the customer that is conditional on other than the passing of time, such as future performance of the Group. Contract assets are classified as receivables when the rights in their respect become unconditional.

 

A contract liability is recognized when the Group has an obligation to transfer goods or services to the customer for which it received consideration (or the consideration is payable) from the customer.

 

Government grants
K. Government grants

 

Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant.

 

Grants from the Israeli Innovation Authority (the “Innovation Authority”), with respect to research and development projects, are accounted for as forgivable loans according to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. Grants received from the Innovation Authority are recognized as a liability according to their fair value on the date of their receipt, unless it is reasonably certain, on that date, that the amount received will not be refunded. The amount of the liability is reexamined each period, and any changes in the present value of the cash flows discounted at the original interest rate of the grant are recognized in profit or loss. The difference between the amount received and the fair value on the date of receiving the grant is recognized as a deduction of research and development expenses. Expenses related to revaluation of the liability in respect of government grants were recognized in the statements of profit or loss and other comprehensive income as finance expenses.

  

Leases
L.Leases

 

Determining whether an arrangement contains a lease

 

On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term:

 

(a)The right to obtain substantially all the economic benefits from use of the identified asset; and

 

(b)The right to direct the identified asset’s use.

 

For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected to account for the contract as a single lease component without separating the components.

 

Leased assets and lease liabilities

 

Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease.

 

Since the interest rate implicit in the Group’s leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model, and depreciated over the shorter of the lease term or useful life of the asset.

 

The Group has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.

  

The lease term

 

The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.

 

Variable lease payments

 

Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset.

 

Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs.

 

Depreciation of right-of-use asset

 

After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever is earlier, as follows:

 

  Buildings 1-5 years
  Motor vehicles 3 years

 

Reassessment of lease liability

 

Upon the occurrence of a significant event or a significant change in circumstances that is under the control of the Group and had an effect on the decision whether it is reasonably certain that the Group will exercise an option, which was not included before in the lease term, or will not exercise an option, which was previously included in the lease term, the Group re-measures the lease liability according to the revised leased payments using a new discount rate. The change in the carrying amount of the liability is recognized against the right-of-use asset, or recognized in profit or loss if the carrying amount of the right-of-use asset was reduced to zero.

 

Lease modifications

 

When a lease modification increases the scope of the lease by adding a right to use one or more underlying assets, and the consideration for the lease increased by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the contract’s circumstances, the Group accounts for the modification as a separate lease.

 

In all other cases, on the initial date of the lease modification, the Group allocates the consideration in the modified contract to the contract components, determines the revised lease term and measures the lease liability by discounting the revised lease payments using a revised discount rate.

 

For lease modifications that decrease the scope of the lease, the Group recognizes a decrease in the carrying amount of the right-of-use asset in order to reflect the partial or full cancellation of the lease, and recognizes in profit or loss a profit (or loss) that equals the difference between the decrease in the right-of-use asset and re-measurement of the lease liability.

 

For other lease modifications, the Group re-measures the lease liability against the right-of-use asset.

 

Financing income and expenses
M. Financing income and expenses

 

Financing income is comprised of interest income on deposits, revaluation of liability in respect of government grants, foreign currency gains and fair value changes of financial liabilities through profit and loss.

 

Financing expenses are comprised of bank fees, exchange rate differences, revaluation of liability in respect of government grants and fair value changes of financial liabilities through profit and loss.

 

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either financing income or financing expenses depending on whether foreign currency movements are in a net gain or net loss position.

 

Income tax expense
M. Income tax expense

 

Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or are recognized directly in equity or in other comprehensive income to the extent they relate to items recognized directly in equity or in other comprehensive income.

 

Current taxes

 

Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends.

 

Deferred taxes

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:

 

  The initial recognition of goodwill; or

 

  Differences relating to investments in subsidiaries, joint arrangements and associates, to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends in respect of the investment.

 

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

 

A deferred tax asset is recognized for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

Deferred tax assets that were not recognized are reevaluated at each reporting date and recognized if it has become probable that future taxable profits will be available against which they can be utilized.

 

Offset of deferred tax assets and liabilities

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their current tax assets and liabilities will be realized simultaneously.

 

Inter-company transactions

 

Deferred tax in respect of inter-company transactions in the consolidated financial statements is recognized according to the tax rate applicable to the buying company.

 

Employee benefits
N. Employee benefits

 

Post-employment benefits

 

The Group’s liability for severance pay for its employees is mainly calculated pursuant to Israeli Severance Pay Law (1963) (the “Severance Pay Law”). The Group’s liability is covered by monthly deposits with severance pay funds and insurance policies. For most of the Group’s employees, the payments to pension funds and to insurance companies exempt the Group from any obligation towards its employees, in accordance with Section 14 of the Severance Pay Law, which is accounted for as a defined contribution plan (as defined below). Accumulated amounts in pension funds and in insurance companies are not under the Group’s control or management and, accordingly, neither those amounts nor the corresponding accrual for severance pay are presented in the consolidated statements of financial position.

 

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees.

 

Post-employment benefits for Essemtec’s employee are treated as defined benefit plans. The net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset).

 

Re-measurements of the net defined benefit liability (asset) comprise actuarial gains and losses and the return on plan assets (excluding interest). Re-measurements are recognized immediately directly in retained earnings through other comprehensive income.

 

Interest costs on a defined benefit obligation, interest income on plan assets and interest from the effect of the asset ceiling that were recognized in profit or loss are presented under financing income and expenses, respectively.

 

Share-based payment transactions

 

The grant date fair value of share-based payment awards granted to employees is recognized as a salary expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. Share-based payment arrangements in which the subsidiary grants rights to parent company equity instruments to its employees are accounted for by the Group as equity-settled share-based payment transactions.

 

The Group has also recognized share-based payment transactions for non-employees, based on the fair value of the services received. If the Group is unable to reliably measure the fair value of the services received, the fair value is measured with respect to the fair value of the equity instruments granted.

 

Loss per share
O. Loss per share

 

The Group presents basic and diluted loss per share for its Ordinary Shares. Basic loss per share is calculated by dividing the loss attributable to holders of Ordinary Shares of the Company by the weighted average number of Ordinary Shares outstanding during the year, adjusted for treasury shares. Diluted loss per share is determined by adjusting the loss attributable to holders of Ordinary Shares of the Company and the weighted average number of Ordinary Shares outstanding, after adjustment for treasury shares, for the effects of all dilutive potential Ordinary Shares. 

v3.22.1
Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Schedule of details regarding the exchange rate
   Consumer Price Index   Euro   CHF   NIS 
December 31, 2021   102.6    1.13    1.09    0.32 
December 31, 2020   101.1    1.22    1.13    0.31 
December 31, 2019   101.8    1.12    1.03    0.29 
Change in percentages:                   
Year ended December 31, 2021   1.48    (7.38)   (3.54)   3.23 
Year ended December 31, 2020   (0.69)   (8.93)   9.71    (6.9)
Year ended December 31, 2019   0.6    (2)   2    (7.4)

 

Schedule of property plant and equipment, useful life span of the assets
   % 
Machinery and equipment (mainly 7%)   7 – 25 
Computers   20 – 33 
Office furniture and equipment   7 – 15 
Leasehold Improvements   7 – 34 
Printers leased to customers   25 
Buildings   3.5 

 

Schedule of estimated useful lives
    %  
Technology      11 – 14  
Trademark     25  
Capitalized development costs     10  
Customer relationships     25  

 

v3.22.1
Cash (Tables)
12 Months Ended
Dec. 31, 2021
Disclosure Of Cash And Restricted Deposits Explanatory [Abstract]  
Schedule of components of cash
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Bank accounts- dominated in NIS   1,057    72,190 
Bank accounts- dominated in USD   584,205    753,320 
Bank accounts- dominated in GBP   
-
    23,651 
Bank accounts- other   76    4,465 
    585,338    853,626 

 

v3.22.1
Trade Receivables and Other Receivables (Tables)
12 Months Ended
Dec. 31, 2021
Trade and other receivables [Abstract]  
Schedule of trade receivables
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Trade receivables   713    3,530 
Provision for impairment   
-
    (108)
    713    3,422 

 

Schedule of other receivables
   December 31,  
   2020   2021  
   Thousands
USD
   Thousands
USD
  
Government authorities   400    1,093  
Prepaid expenses   696    1,386  
Others   30    3,423 (*)
    1,126    5,902  

 

(*) Including deposit in escrow for payment of Earn-Out in the acquisition of NanoFabrica of approximately $3,362 thousand. For more information see Note 9.B(2).
v3.22.1
Inventory (Tables)
12 Months Ended
Dec. 31, 2021
Inventory [Abstract]  
Schedule of inventory
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Raw materials and work in progress (*)   2,692    7,028 
Finished goods   622    4,171 
    3,314    11,199 

 

(*) A part of the raw materials and work in progress is expected to be sold in a period longer than the operating cycle of the Company.
v3.22.1
Property plant and equipment, net (Tables)
12 Months Ended
Dec. 31, 2021
Property, plant and equipment [Abstract]  
Schedule of property plant and equipment, net
    Machinery, equipment and vehicles     Computers     Office furniture and equipment     Leasehold improvements     Raw materials for property     Buildings     Total  
    Thousands
USD
    Thousands
USD
    Thousands
USD
    Thousands
USD
    USD     Thousands
USD
    Thousands
USD
 
Cost                                          
As of January 1, 2020     4,708       476       187       1,745      
     
-
      7,116  
                                                         
Additions     1,163       124       85       12      
     
-
      1,384  
Disposals    
-
      (8 )     (22 )    
-
     
     
-
      (30 )
As of December 31, 2020     5,871       592       250       1,757      
     
-
      8,470  
                                                         
Acquisitions through business combinations     1,686       325       110       592      
-
     
-
      2,713  
Additions     1,545       1,078       461       423       439       6,064       10,010  
Disposals     (646 )     (122 )     (25 )     (193 )                 (986 )
Effect of changes in exchange rates     34       (3 )     (1 )    
-
     
     
      30  
As of December 31, 2021     8,490       1,870       795       2,579       439       6,064       20,237  
                                                         
Depreciation accrued                                                        
As of January 1, 2020     1,486       430       53       404      
     
-
      2,373  
                                                         
Additions     787       47       30       167      
     
-
      1,031  
Disposals    
-
      (8 )     (18 )    
-
     
     
-
      (26 )
As of December 31, 2020     2,273       469       65       571      
     
-
      3,378  
                                                         
Additions     1,144       184       61       367      
      18       1,774  
Disposals     (539 )     (118 )     (7 )     (3 )    
     
-
      (667 )
Impairment loss     5,585       1,331       676      
-
      439      
-
      8,031  
Effect of changes in exchange rates     27       4      
-
     
-
     
     
-
      31  
As of December 31, 2021     8,490       1,870       795       935       439       18       12,547  
                                                         
Carrying amount                                                        
As of December 31, 2020     3,598       123       185       1,186      
-
     
-
      5,092  
As of December 31, 2021    
-
     
-
     
-
      1,644      
-
      6,046       7,690  

 

A. Impairment loss

 

v3.22.1
Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2021
Intangible Assets [Abstract]  
Schedule of movement in carrying amount
   Goodwill   Technology   Development Costs   Other   Total 
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Cost                    
As of January 1, 2020   
-
    
-
    7,672    
-
    7,672 
                          
As of December 31, 2020   
-
    
-
    7,672    
-
    7,672 
                          
Acquisitions through   89,244    39,987    
-
    2,853    132,084 
 business combinations                         
                          
As of December 31, 2021   89,244    39,987    7,672    2,853    139,756 
                          
Amortization and impairment losses                         
As of January 1, 2020   
-
    
-
    (2,461)   
-
    (2,461)
                          
Amortization for the year   
-
    
-
    (771)   
-
    (771)
                          
As of December 31, 2020   
-
    
-
    (3,232)   
-
    (3,232)
                          
Amortization for the year   
-
    (3,189)   (775)   (301)   (4,265)
Impairment loss   (89,244)   (36,798)   (3,665)   (2,552)   (132,259)
As of December 31, 2021   (89,244)   (39,987)   (7,672)   (2,853)   (139,756)
                          
Carrying amount                         
As of December 31, 2020   
-
    
-
    4,440    
-
    4,440 
As of December 31, 2021   
-
    
-
    
-
    
-
    
-
 

 

v3.22.1
Subsidiaries (Tables)
12 Months Ended
Dec. 31, 2021
Subsidiaries [Abstract]  
Summary of group's material subsidiaries
    Principal location
of the
  The Group’s ownership interest in the subsidiary for the year ended December 31  
    company’s   2020     2021  
Name of company   activity   %     %  
Nano Dimension Technologies Ltd.   Israel     100 %     100 %
Nano Dimension IP Ltd.   Israel     100 %     100 %
Nano Dimension USA Inc.   USA     100 %     100 %
Nano Dimension (HK) Limited   Asia-Pacific     100 %     100 %
Nano Dimension GmbH   Germany     100 %     100 %
J.A.M.E.S GmbH (*)   Germany     0 %     50 %
DeepCube Ltd. (**)   Israel     0 %     100 %
NanoFabrica Ltd. (**)   Israel     0 %     100 %
Essemtec AG (**)   Switzerland     0 %     100 %
Nano Dimension Swiss (***)   Switzerland     0 %     100 %

 

(*) On June 30, 2021, the Company signed an agreement with Hensoldt AG, under which the two companies agreed to jointly own and manage a joint venture company, named J.A.M.E.S GmbH (“JAMES”). The object of JAMES is the development of an electronic designer’s community that will exchange designs and methodologies for manufacturing, component integration, and materials for Printed Electronics (PE) and Additively Manufactured Electronics (AME). Although the Company owns 50% of JAMES and has 50% of their voting power, the Company’s management has determined that the Company controls JAMES, by virtue of an agreement with JAMES’s other shareholder (50%). This agreement gives the company the current ability to direct relevant activities of JAMES, among other things by giving the Company a casting vote in JAMES’s advisory board, which is the governing body that directs the relevant activities.

(**)See Note 9B.

  

(***)Nano Dimension Swiss was incorporated by the Company in 2021 and its main activity is holding a property in Switzerland, which is rented to Essemtec.

Schedule of assets acquired and liabilities assumed at the date of acquisition
   Thousands
USD
 
Cash   40,082 
Equity instruments (2,535,218 Ordinary Shares) – with holdback restrictions
   16,328 
Replacement of share-based payment awards   734 
Share price protection   9,550 
Total consideration transferred   66,694 

 

    Thousands
USD
 
Cash     22,977  
Deferred payment     1,123  
Earn-out cash consideration – contingent consideration     1,367  
Equity instruments (2,249,232 Ordinary Shares)     19,614  
Equity instruments (262,070 Ordinary Shares) – with holdback restrictions     1,873  
Replacement of share-based payment awards     171  
Total consideration transferred     47,125  

 

   Thousands
USD
 
Cash   15,152 
Shareholder’s loans   (2,681)
Earn-out cash consideration – Contingent consideration   8,792 
Total consideration transferred   21,263 

 

Schedule of assets acquired and liabilities assumed at the date of acquisition
   Thousands
USD
 
Cash and cash equivalents   2,691 
Restricted cash   105 
Other current assets   218 
Property and equipment, net   701 
Right-of-use asset   948 
Technology   21,680 
Goodwill   43,989 
Trade accounts payable   (94)
Employees and related   (373)
Other current liabilities   (30)
Deferred taxes   (2,193)
Lease liability   (948)
Total identifiable net assets acquired   66,694 

 

    Thousands
USD
 
Cash and cash equivalents     2,218  
Restricted cash     44  
Prepaid expenses and other receivables     102  
Inventory     130  
Property and Equipment, net     654  
Backlog     190  
Technology     14,211  
Goodwill     33,029  
Trade payables     (195 )
Other accounts payable and accrued expenses     (694 )
Deferred taxes     (1,669 )
Long term liabilities     (895 )
Total identifiable net assets acquired     47,125  

 

   Thousands
USD
 
 Cash and cash equivalents   3,221 
Trade receivables   2,270 
Other short-term receivables   661 
Inventories   10,172 
Deferred tax assets   994 
Property, plant and equipment   1,358 
Right-of-use   47 
Customer relationships   1,579 
Technology   4,096 
Trademark   1,085 
Goodwill   12,225 
Trade payable   (1,454)
Other current liabilities   

(4,371

)
Long-term liabilities   (6,518)
Shareholder’s loan (*)   (2,681)
Deferred tax liabilities   (1,374)
Lease liability   

(47

)
Total identifiable net assets acquired   21,263 

 

Schedule of cash flows derived for the Group as a result of the acquisition
   Thousands
USD
 
Cash and cash equivalents paid   (40,082)
Cash and cash equivalents of the subsidiary   2,691 
    (37,391)

 

   Thousands
USD
 
Cash and cash equivalents paid   (22,977)
Cash and cash equivalents of the subsidiary   2,218 
    (20,759)

 

   Thousands
USD
 
Cash and cash equivalents paid   

(15,152

)
Cash and cash equivalents of the subsidiary   3,221 
    

(11,931

)

 

   Thousands
USD
 
Cash and cash equivalents paid   (78,211)
Amount deposited in escrow   (4,493)
Cash and cash equivalents of the subsidiary   8,130 
    (74,574)

 

v3.22.1
Other Payables (Tables)
12 Months Ended
Dec. 31, 2021
Other Payables [Abstract]  
Schedule of other payables
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Accrued expenses   1,635    2,658 
Contract liabilities   968    3,021 
Lease liability   1,148    2,086 
Employees and related liabilities   1,230    4,392 
Government authorities   659    1,231 
Current maturities in respect of government grants   226    428 
Other   44    20 
    5,910    13,836 
v3.22.1
Liability in Respect of Government Grants (Tables)
12 Months Ended
Dec. 31, 2021
Liability in Respect of Government Grants [Abstract]  
Schedule of liability in respect of government grants
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Balance as of January 1   1,275    1,076 
Increase through business combination   
-
    912 
Amounts received during the year   55    217 
Payment of royalties   (158)   (196)
Amounts recognized as an offset from research and development expenses   (23)   (118)
Revaluation of the liability   (73)   97 
Balance as of December 31   1,076    1,988 
           
Current maturities in respect of government grants   226    428 
Long term liability in respect of government grants   850    1,560 

 

v3.22.1
Equity (Tables)
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of share capital
   Ordinary Shares 
   2020(*)   2021 
Issued and paid-up share capital as at December 31   172,052    257,376 
Authorized share capital   250,000    500,000 

 

Schedule of issued share capital
   Ordinary Shares 
   2020   2021 
Issued as at January 1   4,179    172,052 
Issued for cash during the period   163,542    74,100 
Issued for purchase of companies during the period   -    7,162 
Conversion into shares of convertible notes during the period   1,395    - 
Exercise of warrants during the period   2,918    2,690 
Exercise of share options during the period   18    1,372 
Issued and paid-in share capital as at December 31   172,052    257,376 

 

v3.22.1
Revenues (Tables)
12 Months Ended
Dec. 31, 2021
Revenues [Abstract]  
Schedule of revenue
   For the year ended
December 31
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Consumables   650    554    1,631 
Support services   650(*)   654    1,117 
Sales of systems   5,770    2,191    7,250 
Research and development services   
-
    
-
    495 
Total revenue   7,070    3,399    10,493 

(*) Immaterial reclassification

 

Schedule of revenues per geographical locations
   For the year ended
December 31,
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
America   3,367    1,263    2,513 
Asia Pacific   1,591    1,362    743 
Europe and Israel(*)   2,112    774    7,237 
Total revenue   7,070    3,399    10,493 

 

(*) The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts.

 

Schedule of timing of revenue recognition
   For the year ended
December 31,
 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Goods and services transferred over time   650    654    1,074 
Goods transferred at a point in time   6,420    2,745    9,419 
Total revenue   7,070    3,399    10,493 

 

Schedule of contract assets and contract liabilities deriving from contracts with customers
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Trade receivables   713    3,422 
Contract liabilities   968    3,021 

 

v3.22.1
Cost of Revenues (Tables)
12 Months Ended
Dec. 31, 2021
Disclosure of cost of sales [text block] [Abstract]  
Schedule of cost of revenues
   For the year ended December 31 
   2019   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
According to components -            
Raw materials, auxiliary materials and consumables   2,129    772    3,585 
Salaries, wages and related expenses   807    293    1,412 
Other   1,376    499    733 
Total   4,312    1,563    5,730 
v3.22.1
Further Detail of Profit or Loss (Tables)
12 Months Ended
Dec. 31, 2021
Profit or loss [abstract]  
Schedule of further detail of profit or loss
    For the year ended December 31  
    2019     2020     2021  
    Thousands
USD
    Thousands
USD
    Thousands
USD
 
A. Research and development expenses, net                  
Payroll     4,672 (*)     4,849       14,604  
Share-based payment expenses     162 (*)     1,682       14,238  
Materials     1,001       940       2,764  
Subcontractors     82       258       2,864  
Patent registration     144       160       441  
Depreciation     1,534       1,588       5,697  
Rental fees and maintenance     197       173       559  
Other     339       249       637  
      8,131       9,899       41,804  
Less – government grants     (49 )     (21 )     (118 )
      8,082       9,878       41,686  
B. Sales and marketing expenses                        
Payroll     2,729       3,336       8,283  
Share-based payment expenses     144       1,990       8,569  
Marketing, advertising and commissions     1,808       577       4,053  
Rental fees and maintenance     114       201       365  
Travel abroad     317       235       749  
Depreciation     212       223       318  
Other     145       35       376  
      5,469       6,597       22,713  
                         
C. General and administrative expenses                        
Payroll     872       1,377       2,880  
Share-based payment expenses     155       16,837       6,974  
Fees     22       22       33  
Professional services     1,545       1,064       6,993  
Office expenses     359       386       1,065  
Travel abroad     37       44       461  
Depreciation     78       76       210  
Rental fees and maintenance     43       46       97  
Other     159       435       931  
      3,270       20,287       19,644  
D. Finance income                        
Revaluation of liability in respect of government grants     58       75       25  
Exchange rate differences    
-
      123      

3,444

 
Revaluation of financial liabilities at fair value through profit or loss (**)     8,707      
-
     

10,608

 
Bank interest and fees    
-
      248       3,832  
      8,765       446       17,909  
Finance expense                        
Exchange rate differences     151      
-
     
-
 
Bank fees     14       28       70  
Finance expense in respect of lease liability     425       390       237  
Revaluation of financial liabilities at fair value through profit or loss (**)    
-
      12,825      
-
 
Fundraising expenses     1,693      
-
     
-
 
Revaluation of liability in respect of government grants    
-
     
-
      121  
      2,283       13,243       428  

 

(*)Reclassified.

 

(**) See Note 19 regarding financing transactions that included issuance of financial instruments accounted at fair value through profit and loss.
v3.22.1
Income Tax (Tables)
12 Months Ended
Dec. 31, 2021
Income Tax [Abstract]  
Schedule of composition of income tax expense (income)
   Thousands
USD
 
   For the year
ended
December 31,
 
   2021 
     
Current tax expense   (107)
      
Deferred tax income   5,013 
Income tax   4,906 

  

Schedule of movement in deferred tax assets and liabilities
   Intangible
assets and
inventories
   Carry-
forward
tax losses
   Total 
   Thousands USD   Thousands USD   Thousands USD 
             
Balance of deferred tax asset (liability) as at January 1, 2021   
-
    
-
    
-
 
Deferred tax asset (liability) acquired in business combinations (see Note 9.B)   (7,117)   2,875    (4,242)
Changes recognized in profit or loss   6,881    (1,868)   5,013 
Balance of deferred tax asset (liability) as at December 31, 2021   (236)   1,007    771 

  

v3.22.1
Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2021
Earnings per share [Abstract]  
Schedule of basic loss per share
   For the year ended December 31 
   2019(*)   2020(*)   2021 
Weighted average number of Ordinary Shares (thousands of shares)(*)   3,513    42,947    247,335 
Loss attributable to the owners of the company (thousands USD)   8,353    48,494    200,777 

 

(*) All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020. See Note 12.A.

 

Schedule of weighted average number of ordinary shares
   Year ended December 31 
   2019(*)   2020(*)   2021 
   Thousands
of
   Thousands
of
   Thousands
of
 
   shares of
NIS 5.0
   shares of
NIS 5.0
   shares of
NIS 5.0
 
   par value   par value   par value 
Balance as at January 1   1,932    4,179    172,052 
Effect of share options exercised   135    9    2,558 
Effect of warrants exercised   
-
    1,184    575 
Effect of conversion of notes   
-
    1,236    
-
 
Effect of shares issued during the year   1,446    36,339    72,150 
Weighted average number of Ordinary Shares used to calculate basic loss per share as at December 31   3,513    42,947    247,335 

  

(*) All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020, see note 12.A.

 

Schedule of loss attributable to owners of the company (diluted)
   Year ended December 31 
   2019   2020   2021 
   Thousands 
Loss used to calculate basic loss per share   8,353    48,494    200,777 
Changes in fair value of share price protection liability   
-
    
-
    3,783 
Changes in fair value of warrants classified as liabilities   
-
    
-
    456 
Loss attributable to ordinary shareholders   8,353    48,494    205,016 

  

Schedule of weighted average number of ordinary shares (diluted)
   Year ended December 31 
   2019   2020   2021 
   Thousands
of
   Thousands
of
   Thousands
of
 
   shares of
NIS 5.0
   shares of
NIS 5.0
   shares of
NIS 5.0
 
   par value   par value   par value 
Weighted average number of Ordinary Shares used to calculate loss
per share
   3,513    42,947    247,335 
Effect of share price protection on issue   
-
    
-
    702 
Effect of warrants on issue   
-
    
-
    95 
Weighted average number of Ordinary Shares used to calculate diluted loss per share as at December 31   3,513    42,947    248,132 

 

v3.22.1
Employee Benefits (Tables)
12 Months Ended
Dec. 31, 2021
Disclosure of employee benefits [text block] [Abstract]  
Schedule of composition of employee benefits
   December 31, 
   2021 
   Thousands USD 
Presented under current liabilities – other payables:    
Short-term employee benefits   (234)
Total   (234)
      
Presented under non-current liabilities – employee benefits:     
Recognized liability for defined benefit plan, net   (4,145)
Total   (4,145)

  

Schedule of movement in net defined benefit liabilities (assets) and in their components
   Defined benefit obligation   Fair value of plan assets   Net defined benefit liability (asset) 
   2020   2021   2020   2021   2020   2021 
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Balance as of January 1   
        -
    
       -
    
         -
    
    -
    
       -
    
      -
 
Included in other comprehensive income                              
Effect of movements in exchange rates   
-
    91    
-
    (67)   
-
    24 
Other movements                              
Changes from business combinations and loss of control   
-
    (15,907)   
-
    11,738    
-
    (4,169)
Balance as of December 31   
-
    (15,816)   
-
    11,671    
-
    (4,145)

 

Schedule of principal actuarial assumptions at the reporting date (expressed as weighted averages)
   2021 
   % 
Discount rate as of December 31   0.4 
Future salary growth   1 
Interest rate on the savings account   0.75 
Price inflation   1 
Future pension growth   0 

 

Schedule of the relevant actuarial assumptions, holding other assumptions constant
   December 31, 
   0.5 percentage
point
increase
   0.5 percentage
point
decrease
 
   2021   2021 
   Thousands
USD
   Thousands
USD
 
Future salary growth   (100)   95.59 
Discount rate   1,173    (1,350)

 

v3.22.1
Share-Based Payment (Tables)
12 Months Ended
Dec. 31, 2021
Share-Based Payment (Tables) [Line Items]  
Schedule of fair value of the share options
   19.A, C. and D-
Consultants and
Employees
   19.B-
Directors
and
CEO
 
Number of equity instruments granted   26,861,174    36,744,405 
Fair value in the grant date (thousands USD)   86,989    21,056 
Range of share price (USD)   2.03-10.94    1.38-6.52 
Range of exercise price (USD)   0-11.88    0.7-9.33 
Range of expected share price volatility   58.54%-115.14%    60.22%-125.95% 
Range of estimated life (years)   4-9    4-7.08 
Range of weighted average of risk-free interest rate   0.36%-1.65%    0.29%-1.33% 
Expected dividend yield   -    - 
Outstanding as of December 31, 2021   21,022,609    34,410,284 
Exercisable as of December 31, 2021 (from grants granted in 2019-2021)   7,337,388    30,631,203 

 

Employees and consultants [Member]  
Share-Based Payment (Tables) [Line Items]  
Schedule of fair value of the share options
   2020   2021 
   Share
option
programs
   Share
option
programs
   Replacement
awards
 
Outstanding at January 1   521,138    12,603,828    
-
 
Granted during the year   14,295,289    11,850,252    254,409 
Exercised during the year   (1,703,902)   (2,351,420)   
-
 
Forfeited or expired during the year   (508,697)   (1,334,460)   
-
 
Outstanding at December 31   12,603,828    20,768,200    254,409 
Exercisable as of December 31   880,734    7,337,388    
-
 

 

Directors and CEO [Member]  
Share-Based Payment (Tables) [Line Items]  
Schedule of fair value of the share options
   2020   2021 
Outstanding at January 1   78,435    8,839,482 
Granted during the year   8,820,402    27,873,103 
Exercised during the year   
-
    (2,147,454)
Forfeited or expired during the year   (59,355)   (154,847)
Outstanding at December 31   8,839,482    34,410,284 
Exercisable as of December 31   8,679,113    30,631,203 

 

v3.22.1
Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2021
Financial Instruments [Abstract]  
Schedule of classification and linkage terms of financial instruments
   NIS   USD   Other (*)   Total 
December 31, 2021                
Cash   72,190    753,320    28,116    853,626 
Bank deposits   80,457    421,512    
-
    501,969 
Restricted deposits   569    80    
-
    649 
Trade receivables (net)   36    130    3,256    3,422 
Other receivables   4,240    2,806    856    5,902 
    157,492    1,175,848    32,228    1,365,568 
Financial liabilities at amortized cost   (10,392)   (3,623)   (7,096)   (21,111)
Total net financial assets (liabilities)   147,100    1,172,225    25,132    1,344,457 
                     
December 31, 2020                    
Cash   1,057    584,205    76    585,338 
Bank deposits   
-
    85,596    
-
    85,596 
Restricted deposits   406    62    
-
    468 
Trade receivables   17    534    162    713 
Other receivables   410    19    
-
    429 
    1,890    670,416    238    672,544 
Financial liabilities at amortized cost   4,366    16,134    45    20,545 
Total net financial assets (liabilities)   (2,476)   654,282    193    651,999 

 

(*)Mainly Euro

 

Schedule of sensitivity analysis of changes in exchange rate of dollar
   Profit
(loss)
from the
change
 
   Thousands
USD
 
Increase at a rate of 5%   7,355 
Increase at a rate of 10%   14,710 
Decrease at a rate of 5%   (7,355)
Decrease at a rate of 10%   (14,710)

 

Schedule of fair value of financial instruments position
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Financial liabilities:        
Liability in respect of warrants   11,986    3,697 
Share price protection for previews shareholders of subsidiary acquired   
-
    5,768 
Contingent consideration in business combination   
-
    8,792 
Total   11,986    18,257 
Presented under current liabilities   
-
    14,910 
Presented under non-current liabilities   11,986    3,347 

 

Schedule of Level 3 financial instruments carried at fair value
   2021 
   Contingent
consideration in
business
combinations
 
Balance as of January 1, 2021   
-
 
Arising from business combinations (*)   (10,159)
Changes in fair value (unrealized)   1,367 
Balance as of December 31, 2021   (8,792)

 

(*)

See Note 9.B regarding acquisition of NanoFabrica for information in relation to the contingent consideration liability at the amount of $1,367 thousand arising from business combination and Note 20.F regarding offsetting the liability against deposit. See Note 9 (3) B  regarding acquisition of Essemtec for information in relation to the contingent consideration liability at the amount of $8,792 thousand arising from business combination.

 

Schedule of repayment dates of financial liabilities
   First year   More than
a year
   Total 
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
December 31, 2021            
Trade payables   2,833    
-
    2,833 
Other payables   11,322    
-
    11,322 
Financial derivatives   14,910    3,347    18,257 
Lease liabilities   2,086    3,336    5,422 
Other long-term liability   417    1,104    1,521 
Liability in respect of government grants   428    1,560    1,988 
    31,996    9,347    41,343 
December 31, 2020               
Trade payables   776    
-
    776 
Other payables   5,910    
-
    5,910 
Lease liabilities   
-
    2,618    2,618 
Liability in respect of government grants   
-
    850    850 
    6,686    3,468    10,154 

 

v3.22.1
Leases (Tables)
12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Schedule of lease liability and right of use asset
   Buildings   Vehicles   Total 
   Thousands USD   Thousands USD   Thousands USD 
Balance as at January 1, 2020   2,506    167    2,673 
                
Depreciation   740    116    856 
Disposals   
-
    69    69 
Additions   1,312    109    1,421 
Balance as at December 31, 2020   3,078    91    3,169 
Acquisition through business combinations   948    47    995 
Depreciation   1,359    (15)   1,344 
Disposals   70    178    248 
Additions   1,595    324    1,919 
Balance as at December 31, 2021   4,192    299    4,491 

 

Schedule of maturity analysis of the group's lease liabilities
   December 31,
2020
   December 31,
2021
 
   Thousands
USD
   Thousands
USD
 
Less than one year   1,148    2,086 
One to five years   2,618    3,336 
Total   3,766    5,422 

 

v3.22.1
Transactions and balances with related parties (Tables)
12 Months Ended
Dec. 31, 2021
Transactions and balances with related parties [Abstract]  
Schedule of balances with related parties
   December 31, 
   2020   2021 
   Thousands
USD
   Thousands
USD
 
Other payables   207    330 

 

Schedule of shareholder and other related parties benefits
   Year ended on December 31, 
   2019   2020   2021 
   Thousands USD   Thousands USD   Thousands USD 
Salaries and related expenses- related parties employed by the Group   1,047    18,252    13,629(*)
Number of related parties   4    5    7 
Compensation for directors not employed by the Group   218    2,204    3,951 
Number of directors   6    6    8 

(*)

Includes share-based payment expenses of $10,925,000.

 

v3.22.1
General (Details) - USD ($)
12 Months Ended
Dec. 31, 2021
Nov. 30, 2021
Nov. 02, 2021
Apr. 26, 2021
Apr. 22, 2021
General Hedge Accounting [Abstract]          
Aggregate gross proceeds $ 1,543,000,000        
Voting interests 100.00% 100.00% 100.00% 100.00% 100.00%
DeepCube Ltd [Member]          
General Hedge Accounting [Abstract]          
Voting interests 100.00%        
v3.22.1
Basis of Preparation (Details)
$ in Millions
12 Months Ended
Dec. 31, 2021
USD ($)
Summary of Significant Accounting Policies [Abstract]  
Goodwill and intangible asset $ 140
v3.22.1
Significant Accounting Policies (Details)
12 Months Ended
Dec. 31, 2021
Building [Member] | Bottom of Range [Member]  
Significant Accounting Policies (Details) [Line Items]  
Estimated useful lives of the capitalized development costs 1 year
Building [Member] | Top of Range [Member]  
Significant Accounting Policies (Details) [Line Items]  
Estimated useful lives of the capitalized development costs 5 years
Motor Vehicles [Member]  
Significant Accounting Policies (Details) [Line Items]  
Estimated useful lives of the capitalized development costs 3 years
v3.22.1
Significant Accounting Policies (Details) - Schedule of details regarding the exchange rate - $ / shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of details regarding the exchange rate [Abstract]            
Consumer Price Index $ 102.6 $ 101.1 $ 101.8 $ 102.6 $ 101.1 $ 101.8
Exchange rate of Euro 1.13 1.22 1.12 1.13 1.22 1.12
Exchange rate of CHF 1.09 1.13 1.03      
Exchange rate of NIS $ 0.32 $ 0.31 $ 0.29 0.32 0.31 0.29
Change in percentages of CHF       1.48 (0.69) 0.6
Change in percentages of Euro       (7.38) (8.93) (2)
Change in percentages of CHF       (3.54) 9.71 2
Change in percentages of NIS       $ 3.23 $ (6.9) $ (7.4)
v3.22.1
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets
12 Months Ended
Dec. 31, 2021
Machinery and equipment [Member] | Minimum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 7.00%
Machinery and equipment [Member] | Maximum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 25.00%
Computers [Member] | Minimum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 20.00%
Computers [Member] | Maximum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 33.00%
Office furniture and equipment [Member] | Minimum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 7.00%
Office furniture and equipment [Member] | Maximum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 15.00%
Leasehold Improvements [Member] | Minimum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 7.00%
Leasehold Improvements [Member] | Maximum [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 34.00%
Printers leased to customers [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 25.00%
Buildings [Member]  
Significant Accounting Policies (Details) - Schedule of property plant and equipment, useful life span of the assets [Line Items]  
Depreciation rates useful life span of assets 3.50%
v3.22.1
Significant Accounting Policies (Details) - Schedule of estimated useful lives
12 Months Ended
Dec. 31, 2021
Technology [Member] | Bottom of range [member]  
Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items]  
Estimated useful lives 11.00%
Technology [Member] | Top of range [member]  
Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items]  
Estimated useful lives 14.00%
Trademark [Member]  
Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items]  
Estimated useful lives 25.00%
Capitalized development costs [Member]  
Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items]  
Estimated useful lives 10.00%
Customer relationships [Member]  
Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items]  
Estimated useful lives 25.00%
v3.22.1
Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Cash (Details) [Line Items]    
Restricted deposit $ 148 $ 62
Current assets 148 437,598
Non-current assets 501 64,371
Unrestricted bank deposits $ 501,969 $ 85,596
Bottom of range [member]    
Cash (Details) [Line Items]    
Annual interest rate   0.36%
Top of range [member]    
Cash (Details) [Line Items]    
Annual interest rate   1.22%
Lease [Member]    
Cash (Details) [Line Items]    
Restricted deposit   $ 649
Annual interest rate   0.01%
v3.22.1
Cash (Details) - Schedule of components of cash - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Cash (Details) - Schedule of components of cash [Line Items]    
Bank accounts- other $ 4,465 $ 76
Cash 853,626 585,338
NIS [Member]    
Cash (Details) - Schedule of components of cash [Line Items]    
Bank accounts- dominated in NIS 72,190 1,057
USD [Member]    
Cash (Details) - Schedule of components of cash [Line Items]    
Bank accounts- dominated in USD 753,320 584,205
GBP [Member]    
Cash (Details) - Schedule of components of cash [Line Items]    
Bank accounts- dominated in GBP $ 23,651
v3.22.1
Trade Receivables and Other Receivables (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Trade and other receivables [Abstract]  
Net trust for earn-out $ 3,362
v3.22.1
Trade Receivables and Other Receivables (Details) - Schedule of trade receivables - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of trade receivables [Abstract]    
Trade receivables $ 3,530 $ 713
Provision for impairment (108)
Total $ 3,422 $ 713
v3.22.1
Trade Receivables and Other Receivables (Details) - Schedule of other receivables - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of other receivables [Abstract]    
Government authorities $ 1,093 $ 400
Prepaid expenses 1,386 696
Others 3,423 [1] 30
Total $ 5,902 $ 1,126
[1] Including deposit in escrow for payment of Earn-Out in the acquisition of NanoFabrica of approximately $3,362 thousand. For more information see Note 9.B(2).
v3.22.1
Inventory (Details) - Schedule of inventory - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of inventory [Abstract]    
Raw materials and work in progress [1] $ 7,028 $ 2,692
Finished goods 4,171 622
Total $ 11,199 $ 3,314
[1] A part of the raw materials and work in progress is expected to be sold in a period longer than the operating cycle of the Company.
v3.22.1
Property plant and equipment, net (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Property, plant and equipment [Abstract]  
Impairment loss $ 8,031
Property and equipment $ 249
v3.22.1
Property plant and equipment, net (Details) - Schedule of property plant and equipment, net - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cost    
Beginning balance   $ 7,116
Additions $ 10,010 1,384
Disposals (986) (30)
Effect of changes in exchange rates 30  
Ending balance 20,237 8,470
Acquisitions through business combinations 2,713  
Depreciation accrued    
Beginning balance 3,378 2,373
Additions 1,774 1,031
Disposals (667) (26)
Impairment loss 8,031  
Effect of changes in exchange rates 31  
Ending balance 12,547 3,378
Carrying amount    
Property plant and equipment, net 7,690 5,092
Machinery, equipment and vehicles [Member]    
Cost    
Beginning balance   4,708
Additions 1,545 1,163
Disposals (646)
Effect of changes in exchange rates 34  
Ending balance 8,490 5,871
Acquisitions through business combinations 1,686  
Depreciation accrued    
Beginning balance 2,273 1,486
Additions 1,144 787
Disposals (539)
Impairment loss 5,585  
Effect of changes in exchange rates 27  
Ending balance 8,490 2,273
Carrying amount    
Property plant and equipment, net 3,598
Computers [Member]    
Cost    
Beginning balance   476
Additions 1,078 124
Disposals (122) (8)
Effect of changes in exchange rates (3)  
Ending balance 1,870 592
Acquisitions through business combinations 325  
Depreciation accrued    
Beginning balance 469 430
Additions 184 47
Disposals (118) (8)
Impairment loss 1,331  
Effect of changes in exchange rates 4  
Ending balance 1,870 469
Carrying amount    
Property plant and equipment, net 123
Office furniture and equipment [Member]    
Cost    
Beginning balance   187
Additions 461 85
Disposals (25) (22)
Effect of changes in exchange rates (1)  
Ending balance 795 250
Acquisitions through business combinations 110  
Depreciation accrued    
Beginning balance 65 53
Additions 61 30
Disposals (7) (18)
Impairment loss 676  
Effect of changes in exchange rates  
Ending balance 795 65
Carrying amount    
Property plant and equipment, net 185
Leasehold improvements [member]    
Cost    
Beginning balance   1,745
Additions 423 12
Disposals (193)
Effect of changes in exchange rates  
Ending balance 2,579 1,757
Acquisitions through business combinations 592  
Depreciation accrued    
Beginning balance 571 404
Additions 367 167
Disposals (3)
Impairment loss  
Effect of changes in exchange rates  
Ending balance 935 571
Carrying amount    
Property plant and equipment, net 1,644 1,186
Raw materials for property [Member]    
Cost    
Beginning balance  
Additions 439
Disposals  
Effect of changes in exchange rates  
Ending balance 439
Acquisitions through business combinations  
Depreciation accrued    
Beginning balance
Additions
Disposals
Impairment loss 439  
Effect of changes in exchange rates  
Ending balance 439
Carrying amount    
Property plant and equipment, net
Buildings [member]    
Cost    
Beginning balance  
Additions 6,064
Disposals  
Effect of changes in exchange rates  
Ending balance 6,064
Acquisitions through business combinations  
Depreciation accrued    
Beginning balance
Additions 18
Disposals
Impairment loss  
Effect of changes in exchange rates  
Ending balance 18
Carrying amount    
Property plant and equipment, net $ 6,046
v3.22.1
Intangible Assets (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Intangible Assets (Details) [Line Items]  
Recoverable amount (in Dollars) $ 140,290
Estimated percentage 20.00%
Revenues and revenues terminal growth rate, description s estimated revenues are based on the Company's budget, growth plans and available market information.
Effective tax rate 16.00%
2022 [Member]  
Intangible Assets (Details) [Line Items]  
Changes in margin percentage 280.70%
2030 [Member]  
Intangible Assets (Details) [Line Items]  
Changes in margin percentage 17.10%
NanoFabrica’s revenues [Member]  
Intangible Assets (Details) [Line Items]  
Revenues and revenues terminal growth rate, description In total, revenues annual growth rate is expected to gradually decrease from 33.33% in 2026 to 5% in 2029. From 2030 onward, revenues are expected to increase at an annual rate of 3%, which reflects the long-term growth rate assumed.
v3.22.1
Intangible Assets (Details) - Schedule of movement in carrying amount - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cost    
Beginning balance $ 7,672 $ 7,672
Ending balance 139,756 7,672
Acquisitions through 132,084  
Amortization and impairment losses    
Amortization and impairment losses, Beginning balance (3,232) (2,461)
Amortization and impairment losses, Amortization for the year   (771)
Amortization and impairment losses, Ending balance (139,756) (3,232)
Amortization for the year (4,265)  
Impairment loss (132,259)  
Carrying amount    
Intangible Assets, beginning   4,440
Intangible Assets, ending  
Goodwill [Member]    
Cost    
Beginning balance
Ending balance 89,244
Acquisitions through 89,244  
Amortization and impairment losses    
Amortization and impairment losses, Beginning balance
Amortization and impairment losses, Amortization for the year  
Amortization and impairment losses, Ending balance (89,244)
Amortization for the year  
Impairment loss (89,244)  
Carrying amount    
Intangible Assets, beginning  
Intangible Assets, ending  
Technology [Member]    
Cost    
Beginning balance
Ending balance 39,987
Acquisitions through 39,987  
Amortization and impairment losses    
Amortization and impairment losses, Beginning balance
Amortization and impairment losses, Amortization for the year  
Amortization and impairment losses, Ending balance (39,987)
Amortization for the year (3,189)  
Impairment loss (36,798)  
Carrying amount    
Intangible Assets, beginning  
Intangible Assets, ending  
Development Costs [Member]    
Cost    
Beginning balance 7,672 7,672
Ending balance 7,672 7,672
Acquisitions through  
Amortization and impairment losses    
Amortization and impairment losses, Beginning balance (3,232) (2,461)
Amortization and impairment losses, Amortization for the year   (771)
Amortization and impairment losses, Ending balance (7,672) (3,232)
Amortization for the year (775)  
Impairment loss (3,665)  
Carrying amount    
Intangible Assets, beginning   4,440
Intangible Assets, ending  
Other [Member]    
Cost    
Beginning balance
Ending balance 2,853
Acquisitions through 2,853  
Amortization and impairment losses    
Amortization and impairment losses, Beginning balance
Amortization and impairment losses, Amortization for the year  
Amortization and impairment losses, Ending balance (2,853)
Amortization for the year (301)  
Impairment loss (2,552)  
Carrying amount    
Intangible Assets, beginning  
Intangible Assets, ending  
v3.22.1
Subsidiaries (Details) - USD ($)
1 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2021
Dec. 31, 2020
[1]
Dec. 31, 2019
[1]
Nov. 30, 2021
Nov. 02, 2021
Apr. 26, 2021
Apr. 22, 2021
Jan. 31, 2021
Jan. 01, 2021
Subsidiaries (Details) [Line Items]                    
Owns percentage 50.00%                  
Voting power perecentage 50.00%                  
Other shareholder percentage 50.00%                  
Percentage of voting interests   100.00%     100.00% 100.00% 100.00% 100.00%    
Contributed costs   $ 8,238,000                
Pro forma loss                 $ 66,200,000  
Estimated cost   7,347,000                
Date of acquisition   $ 633,000                
Ordinary shares issued (in Shares)   72,150,000 36,339,000 1,446,000            
Maturity term   12 months                
Closing sale prices   one                
Closing date   30 days                
Share price (in Dollars per share)   $ 0.7                
Acquisition related costs   $ 177,000                
Contributed revenue   864,000                
Loss   9,785,000                
Pro forma revenue                   $ 29,662,000
Aggregate amount   $ 3,843,000                
Earn out consideration percentage   50.00%                
Description of revenue   In the event that NanoFabrica generates, during the period commencing on June 1, 2021 and ending on May 31, 2022, revenues of at least $2,800 thousand (“Revenues Target”).   If the actual amount of revenue that was achieved by NanoFabrica during this period is equal to or lower than 75% of the Revenues Target, then NanoFabrica’s founders shall not be entitled to receive any portion of the revenue based earn-out consideration. If the actual amount of revenue that was achieved by NanoFabrica during this period is lower than the Revenues Target but higher than 75% of the Revenues Target, then the founders shall be entitled to a portion of the revenue earn-out based on this formula: revenue consideration - (revenue consideration * (1-revenues/Revenues Target)*4)                
Gross margin based earn out, description   Gross margin based earn-out (50% of Earn-Out Consideration) – In the event that NanoFabrica generates, during the period commencing on June 1 ,2021 and ending on May 31, 2022, gross margin of at least $1,740 thousand (“Gross Margin Target”).   If the gross margin that was achieved by NanoFabrica during this period is equal to or lower than 41.33% of the Gross Margin Target, then NanoFabrica’s founders shall not be entitled to receive any portion of the gross margin based earn-out consideration. If the gross margin that was achieved by NanoFabrica during this period is lower than the Gross Margin Target but higher than 41.33% of the Gross Margin Target then the founders shall be entitled to a portion of the gross margin earn-out based on this formula: gross margin consideration - (gross margin consideration * (1-margin/62%)*3).                
Deposited amount   $ 3,362,000                
Contingent consideration increased   $ 0                
Shareholder’s loan, description   Comprised of two loans – one of approximately $1,095 thousand, bearing interest of 3%, and the other of approximately $1,586 thousand, bearing interest of 1%.                
Estimated value   $ 10,941,000                
Business combination consideration   171,000                
Post acquisition compensation cost   462,000                
Profit   969,000                
Pro forma profit                   65,691,000
Earn out consideration   $ 9,700,000                
EBITDA based earn out, description   EBITDA based earn-out (maximum of up to CHF 3,500 thousand (as for December 31, 2021, approximately $3,815 thousand) of the Earn-Out Consideration) – In the event that Essemtec generates, during the fiscal year ending on December 31, 2021, EBITDA of at least CHF 2,000 thousand (as for December 31, 2021, approximately $2,180 thousand) (“EBITDA Target”).   If the actual amount of EBITDA that was achieved by Essemtec during this period is equal to or lower than 50% of the EBITDA Target, then Essemtec’s shareholders shall not be entitled to receive any portion of the EBITDA based earn-out consideration. If the actual amount of EBITDA that was achieved by Essemtec during this period is lower than the EBITDA Target but higher than 50% of the EBITDA Target, then Essemtec’s shareholders shall be entitled to a portion of the EBITDA earn-out based on this formula: EBITDA consideration * (1 - (EBITDA Target - Actual EBITDA)*2/EBITDA Target).                
Gross profit based earn out, description   Gross profit based earn-out (maximum of up to CHF 5,400 thousand (as for December 31, 2021, approximately $5,886 thousand) of the Earn-Out Consideration) – In the event that Essemtec generates, during the fiscal year ending on December 31, 2022, gross profit of at least CHF 10,702,683 (as for December 31, 2021, approximately $11,666 thousand) (“Gross Profit Threshold”), the earn-out consideration will be paid as follows:   If the actual gross profit that was achieved by Essemtec during this period is equal to CHF 13,378,298 (as for December 31, 2021, approximately $14,582 thousand) (“Gross Profit Target”), then Essemtec’s shareholders shall be entitled to receive a gross profit based earn-out consideration of CHF 4,500 thousand (as for December 31, 2021, approximately $4,905 thousand).   If the actual gross profit that was achieved by Essemtec during this period is lower than the Gross Profit Target but higher than the Gross Profit Threshold, then Essemtec’s shareholders shall be entitled to a portion of the gross profit earn-out based on this formula: CHF 4,500 thousand * (1 - (Gross Profit Target - Actual Gross Profit)*5/Gross Profit Target).   If the actual gross profit that was achieved by Essemtec during this period is greater than the Gross Profit Target, then Essemtec’s shareholders shall be entitled to a portion of the gross profit earn-out based on this formula (but not more than CHF 5,400 thousand):   CHF 4,500 thousand * (1 + (Actual Gross Profit - Gross Profit Target)/Gross Profit Target).                
Business Combination [Member]                    
Subsidiaries (Details) [Line Items]                    
Date of acquisition   $ 2,171,000                
Business combination description   The consideration for the business combination includes $734 thousand transferred to employees of DeepCube when the acquiree’s awards were substituted by the replacement awards, which relates to past service. The balance of $1,437 thousand will be recognized as post-acquisition compensation cost.                
Contingent consideration   $ 1,367,000                
Stock Compensation Plan [Member]                    
Subsidiaries (Details) [Line Items]                    
Vesting schedule description   The acquiree’s awards were granted during the years 2017 to 2020, and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date, and are subject to a 3-year vesting schedule.                
NanoFabrica [Member]                    
Subsidiaries (Details) [Line Items]                    
Pro forma loss                   66,467,000
Acquisition related costs   $ 230,000                
Pro forma revenue                   $ 10,497,000
Aggregate amount   3,362,000                
Essemtec [Member]                    
Subsidiaries (Details) [Line Items]                    
Acquisition related costs   1,094,000                
Contributed revenue   6,283,000                
Aggregate amount   $ 8,900,000                
Ordinary Shares [Member]                    
Subsidiaries (Details) [Line Items]                    
Ordinary shares issued (in Shares)   2,535,218                
[1] All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020, see note 12.A.
v3.22.1
Subsidiaries (Details) - Schedule of group's material subsidiaries
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Nano Dimension Technologies Ltd. [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity Israel  
The Group's ownership interest in the subsidiary 100.00% 100.00%
Nano Dimension IP Ltd. [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity Israel  
The Group's ownership interest in the subsidiary 100.00% 100.00%
Nano Dimension USA Inc. [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity USA  
The Group's ownership interest in the subsidiary 100.00% 100.00%
Nano Dimension (HK) Limited [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity Asia-Pacific  
The Group's ownership interest in the subsidiary 100.00% 100.00%
Nano Dimension GmbH [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity Germany  
The Group's ownership interest in the subsidiary 100.00% 100.00%
J.A.M.E.S GmbH [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity [1] Germany  
The Group's ownership interest in the subsidiary [1] 50.00% 0.00%
DeepCube Ltd [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity [2] Israel  
The Group's ownership interest in the subsidiary [2] 100.00% 0.00%
NanoFabrica Ltd [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity [2] Israel  
The Group's ownership interest in the subsidiary [2] 100.00% 0.00%
Essemtec AG [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity [2] Switzerland  
The Group's ownership interest in the subsidiary [2] 100.00% 0.00%
Nano Dimension Swiss [Member]    
Subsidiaries (Details) - Schedule of group's material subsidiaries [Line Items]    
Principal location of the company's activity [3] Switzerland  
The Group's ownership interest in the subsidiary [3] 100.00% 0.00%
[1] On June 30, 2021, the Company signed an agreement with Hensoldt AG, under which the two companies agreed to jointly own and manage a joint venture company, named J.A.M.E.S GmbH (“JAMES”). The object of JAMES is the development of an electronic designer’s community that will exchange designs and methodologies for manufacturing, component integration, and materials for Printed Electronics (PE) and Additively Manufactured Electronics (AME). Although the Company owns 50% of JAMES and has 50% of their voting power, the Company’s management has determined that the Company controls JAMES, by virtue of an agreement with JAMES’s other shareholder (50%). This agreement gives the company the current ability to direct relevant activities of JAMES, among other things by giving the Company a casting vote in JAMES’s advisory board, which is the governing body that directs the relevant activities.
[2] See Note 9B.
[3] Nano Dimension Swiss was incorporated by the Company in 2021 and its main activity is holding a property in Switzerland, which is rented to Essemtec.
v3.22.1
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
DeepCube Ltd [Member]  
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration [Line Items]  
Cash $ 40,082
Equity instruments – with holdback restrictions 16,328
Replacement of share-based payment awards 734
Share price protection 9,550
Total consideration transferred 66,694
NanoFabrica Ltd [Member]  
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration [Line Items]  
Cash 22,977
Deferred payment 1,123
Earn-out cash consideration – contingent consideration 1,367
Equity instruments (2,249,232 Ordinary Shares) 19,614
Equity instruments – with holdback restrictions 1,873
Replacement of share-based payment awards 171
Total consideration transferred 47,125
ESSEMTEC AG [Member]  
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration [Line Items]  
Cash 15,152
Shareholder’s loans (2,681)
Deferred payment 994
Earn-out cash consideration – contingent consideration 8,792
Total consideration transferred $ 21,263
v3.22.1
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration (Parentheticals)
Dec. 31, 2021
shares
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration (Parentheticals) [Line Items]  
Ordinary shares 262,070
DeepCube Ltd [Member]  
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration (Parentheticals) [Line Items]  
Ordinary shares 3,427,683
NanoFabrica Ltd [Member]  
Subsidiaries (Details) - Schedule of acquisition date fair value of each major class of consideration (Parentheticals) [Line Items]  
Ordinary shares 2,249,232
v3.22.1
Subsidiaries (Details) - Schedule of assets acquired and liabilities assumed at the date of acquisition
$ in Thousands
Dec. 31, 2021
USD ($)
DeepCube Ltd [Member]  
Subsidiaries (Details) - Schedule of assets acquired and liabilities assumed at the date of acquisition [Line Items]  
Cash and cash equivalents $ 2,691
Restricted cash 105
Other current assets 218
Property and equipment, net 701
Right of use asset 948
Technology 21,680
Goodwill 43,989
Trade accounts payable (94)
Employees and related (373)
Other current liabilities (30)
Deferred taxes (2,193)
Lease liability (948)
Total identifiable net assets acquired 66,694
NanoFabrica Ltd [Member]  
Subsidiaries (Details) - Schedule of assets acquired and liabilities assumed at the date of acquisition [Line Items]  
Cash and cash equivalents 2,218
Deferred taxes 1,123
Restricted cash 44
Prepaid expenses and other receivables 102
Inventory 130
Property and equipment, net 654
Backlog 190
Technology 14,211
Goodwill 33,029
Trade payable (195)
Other accounts payable and accrued expenses (694)
Deferred taxes (1,669)
Long term liabilities (895)
Total identifiable net assets acquired 47,125
ESSEMTEC AG [Member]  
Subsidiaries (Details) - Schedule of assets acquired and liabilities assumed at the date of acquisition [Line Items]  
Cash and cash equivalents 3,221
Trade receivables 2,270
Other short-term receivables 661
Inventories 10,172
Deferred taxes 994
Property, plant and equipment 1,358
Right of use asset 47
Customer relationships 1,579
Technology 4,096
Trademark 1,085
Goodwill 12,225
Trade payable (1,454)
Other current liabilities (4,371)
Deferred taxes (1,374)
Long term liabilities (6,518)
Shareholder’s loan (2,681)
Lease liability (47)
Total identifiable net assets acquired $ 21,263
v3.22.1
Subsidiaries (Details) - Schedule of cash flows derived for the Group as a result of the acquisition
$ in Thousands
Dec. 31, 2021
USD ($)
Subsidiaries (Details) - Schedule of cash flows derived for the Group as a result of the acquisition [Line Items]  
Cash and cash equivalents paid $ (78,211)
Amount deposited in escrow (4,493)
Cash and cash equivalents of the subsidiary 8,130
Total cash and cash equivalents (74,574)
DeepCube Ltd [Member]  
Subsidiaries (Details) - Schedule of cash flows derived for the Group as a result of the acquisition [Line Items]  
Cash and cash equivalents paid (40,082)
Cash and cash equivalents of the subsidiary 2,691
Total cash and cash equivalents (37,391)
NanoFabrica Ltd [Member]  
Subsidiaries (Details) - Schedule of cash flows derived for the Group as a result of the acquisition [Line Items]  
Cash and cash equivalents paid (22,977)
Cash and cash equivalents of the subsidiary 2,218
Total cash and cash equivalents (20,759)
ESSEMTEC AG [Member]  
Subsidiaries (Details) - Schedule of cash flows derived for the Group as a result of the acquisition [Line Items]  
Cash and cash equivalents paid (15,152)
Cash and cash equivalents of the subsidiary 3,221
Total cash and cash equivalents $ (11,931)
v3.22.1
Other Payables (Details) - Schedule of other payables - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of other payables [Abstract]    
Accrued expenses $ 2,658 $ 1,635
Contract liabilities 3,021 968
Lease liability 2,086 1,148
Employees and related liabilities 4,392 1,230
Government authorities 1,231 659
Current maturities in respect of government grants 428 226
Other 20 44
Other payables, Total $ 13,836 $ 5,910
v3.22.1
Liability in Respect of Government Grants (Details)
12 Months Ended
Dec. 31, 2021
USD ($)
Liability in Respect of Government Grants (Details) [Line Items]  
Total approved budget for development project (in Dollars) $ 8,745,000
Aggregate amount (in Dollars) $ 3,843,000
Bottom of Range [Member]  
Liability in Respect of Government Grants (Details) [Line Items]  
Percentage of financing from the government 30.00%
Royalties 3.00%
Discount rate 19.00%
Top of Range [Member]  
Liability in Respect of Government Grants (Details) [Line Items]  
Percentage of financing from the government 85.00%
Royalties 3.50%
Discount rate 30.00%
v3.22.1
Liability in Respect of Government Grants (Details) - Schedule of liability in respect of government grants - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of liability in respect of government grants [Abstract]    
Balance as of January 1 $ 1,076 $ 1,275
Increase through business combination 912
Amounts received during the year 217 55
Payment of royalties (196) (158)
Amounts recognized as an offset from research and development expenses (118) (23)
Revaluation of the liability 97 (73)
Balance as of December 31 1,988 1,076
Current maturities in respect of government grants 428 226
Long term liability in respect of government grants $ 1,560 $ 850
v3.22.1
Equity (Details)
1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Feb. 28, 2021
Apr. 16, 2020
Aug. 31, 2019
USD ($)
Feb. 28, 2019
USD ($)
$ / shares
shares
Feb. 28, 2019
XUA
shares
Feb. 28, 2019
USD ($)
shares
Mar. 31, 2019
USD ($)
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
shares
Jun. 30, 2020
USD ($)
Feb. 04, 2020
USD ($)
$ / shares
Dec. 31, 2019
USD ($)
shares
Equity (Details) [Line Items]                        
Authorized share capital               $ 386,665,000 $ 257,225,000      
Non-tradable rights term       6 months 6 months              
Remaining financial liabilities                 3,057,000      
Financial liability               $ 41,343,000 $ 10,154,000      
Ordinary shares issued (in Shares) | shares               262,070        
Warrants description               the Company issued, pursuant to two public offerings in the United States, an aggregate of 74,100,000 ADSs. The total gross proceeds from the offerings were approximately $832,980,000, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $796,437,000. As a part of one of these offerings, the Company issued 1,137,500 non-tradable warrants to the underwriters. The warrants are accounted for as share-based payment expenses.        
Net changes of translation reserve               $ 24,000        
Convertible notes [Member]                        
Equity (Details) [Line Items]                        
Consideration received, net               4,276,000        
Financial liability               11,609,000        
Convertible notes               $ 7,333,000        
Loss on conversion price                       $ 2,003,000
Non-adjusting events after reporting period [member] | Convertible notes [Member]                        
Equity (Details) [Line Items]                        
Aggregate principal amount                     $ 204,000  
Private Placement [Member]                        
Equity (Details) [Line Items]                        
Ordinary Shares, description               Accordingly, from the consideration received, approximately $1,569,000 was attributed to the convertible notes of the first tranche, $1,902,000 was attributed to the warrants of the first tranche, and a total of approximately $805,000 was attributed to the rights with respect to the second and third tranches.         
Aggregate principal amount     $ 4,276,000                 $ 1,767,400
Additional debt amount     2,700,000                  
Gross proceeds     $ 7,000,000                  
Non tradable warrants to purchase description     the Company issued non-tradable warrants to purchase 62,668,850 ADSs. The warrants have an exercise price equal to 125% of the conversion price of the convertible promissory notes, will be exercisable upon the six-month anniversary of issuance and will expire five years from the date of issuance. The total gross proceeds from the first closing were $4,276,000.                  
Conversion price (in Dollars per share) | $ / shares               $ 2.9        
Ordinary shares issued (in Shares) | shares                       609,448
ADS [Member]                        
Equity (Details) [Line Items]                        
Ordinary Shares, description   The implementation of the reverse split resulted in a reduction in the issued and outstanding Ordinary Shares, and the increase of the par value per Ordinary Share from NIS 0.10 to NIS 5.00 per Ordinary Share. Concurrently with the reverse split, the Company effected a corresponding change in the ratio of ordinary shares to each of the Company’s ADSs, such that its ratio of ADSs to Ordinary Shares has changed from one (1) ADS representing fifty (50) Ordinary Shares to a new ratio of one (1) ADS representing one (1) Ordinary Share. The effective date of this reverse split was June 29, 2020. All options and warrants of the Company outstanding immediately prior to the reverse split were appropriately adjusted by dividing the number of Ordinary Shares into which the options and warrants are exercisable by 50 and multiplying the exercise price thereof by 50, as a result of the reverse split. All the figures in these financial statements relating to share capital were appropriately adjusted to reflect the above-mentioned reverse split.                    
Number of american depositary share (in Shares) | shares       1,600,000 1,600,000              
Number of non-tradable warrants (in Shares) | shares       1,600,000 1,600,000              
Non-tradable warrants exercise price (in Dollars per share) | $ / shares       $ 8.625                
Non-tradable warrants term       5 years 5 years              
Non-tradable rights to purchase shares (in Shares) | shares       1,200,000 1,200,000              
Non-tradable rights exercise price (in Dollars per share) | $ / shares       $ 7.5                
ADS [Member] | Non-adjusting events after reporting period [member] | Convertible notes [Member]                        
Equity (Details) [Line Items]                        
Aggregate principal amount                     $ 2,305,000  
Conversion price (in Dollars per share) | $ / shares                     $ 1.74  
Treasury Shares [Member]                        
Equity (Details) [Line Items]                        
Ordinary shares issued (in Shares) | shares                 10,540      
Constituted issued and paid up share capital percentage                 0.004%      
Warrants [Member]                        
Equity (Details) [Line Items]                        
Remaining financial liabilities                 $ 290,000      
Warrants [Member] | ADS [Member] | Non-adjusting events after reporting period [member] | Convertible notes [Member]                        
Equity (Details) [Line Items]                        
Exercise price (in Dollars per share) | $ / shares                     $ 1.914  
General Meeting [Member]                        
Equity (Details) [Line Items]                        
Authorized share capital                   $ 250,000,000    
Share capital description In February 2021, following approval of the general meeting of the Company’s shareholders, the Company increased its authorized share capital by NIS 1,250,000,000, such that the authorized share capital of the Company was NIS 2,500,000,000 divided into 500,000,000 Ordinary Shares, par value NIS 5.00 each.                       
Ordinary shares [member]                        
Equity (Details) [Line Items]                        
Gross proceeds from offering           $ 10,560,000            
Right to purchase exercised ordinary shares (in Shares) | shares       37,620   37,620            
Ordinary shares [member] | Investor [Member]                        
Equity (Details) [Line Items]                        
Consideration received, net             $ 282,000          
Right to purchase exercised ordinary shares (in Shares) | shares       37,620   37,620            
Ordinary shares [member] | Public Offering [Member]                        
Equity (Details) [Line Items]                        
Consideration received, net | XUA         XUA 12,000,000              
Attributed to warrants       $ 10,201,000   $ 10,201,000            
Gross proceeds from offering       1,440,000                
Net issuance consideration, total       1,224,000   1,224,000            
Warrants description                 the Company issued, pursuant to several public offerings in the United States, an aggregate of 163,542,447 ADSs and 430,000 pre-funded warrants (that were converted to ADSs during 2020). The total gross proceeds from the offerings were approximately $710,013,000, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $650,115,000. As a part of those offerings, the Company issued a total of 7,365,289 non-tradable warrants to the underwriters. The warrants are accounted for as share-based payment expenses, see also Note 19.      
Ordinary shares [member] | ADS [Member] | Public Offering [Member]                        
Equity (Details) [Line Items]                        
Attributed to warrants       1,799,000   1,799,000            
Net issuance consideration, total       $ 216,000   $ 216,000            
v3.22.1
Equity (Details) - Schedule of share capital - shares
Dec. 31, 2021
Dec. 31, 2020
[1]
Schedule of share capital [Abstract]    
Issued and paid-up share capital as at December 31 257,376 172,052
Authorized share capital 500,000 250,000
[1] Following the approval of its shareholders on April 16, 2020, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s share capital. The implementation of the reverse split resulted in a reduction in the issued and outstanding ordinary shares, and the increase of the par value per ordinary share from NIS 0.10 to NIS 5.00 per ordinary share. Concurrently with the reverse split, the Company effected a corresponding change in the ratio of ordinary shares to each of the Company’s ADSs, such that its ratio of ADSs to ordinary shares has changed from one (1) ADS representing fifty (50) ordinary shares to a new ratio of one (1) ADS representing one (1) ordinary share. The effective date of this reverse split was June 29, 2020. All options and warrants of the Company outstanding immediately prior to the reverse split were appropriately adjusted by dividing the number of ordinary shares into which the options and warrants are exercisable by 50 and multiplying the exercise price thereof by 50, as a result of the reverse split. All the figures in these financial statements relating to share capital were appropriately adjusted to reflect the above-mentioned reverse split.
v3.22.1
Equity (Details) - Schedule of issued share capital - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of issued share capital [Abstract]    
Issued as at January 1 172,052 4,179
Issued for cash during the period 74,100 163,542
Issued for purchase of companies during the period 7,162  
Conversion into shares of convertible notes during the period   1,395
Exercise of warrants during the period 2,690 2,918
Exercise of share options during the period 1,372 18
Issued and paid-in share capital as at December 31 257,376 172,052
v3.22.1
Revenues (Details) - Schedule of revenue - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenues (Details) - Schedule of revenue [Line Items]      
Research and development services $ 495
Total revenue 10,493 3,399 7,070
Consumables [Member]      
Revenues (Details) - Schedule of revenue [Line Items]      
Total 1,631 554 650
Support services [Member]      
Revenues (Details) - Schedule of revenue [Line Items]      
Total 1,117 654 650 [1]
Sales of systems [Member]      
Revenues (Details) - Schedule of revenue [Line Items]      
Total $ 7,250 $ 2,191 $ 5,770
[1] Immaterial reclassification
v3.22.1
Revenues (Details) - Schedule of revenues per geographical locations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenues (Details) - Schedule of revenues per geographical locations [Line Items]      
Total revenue $ 10,493 $ 3,399 $ 7,070
America [Member]      
Revenues (Details) - Schedule of revenues per geographical locations [Line Items]      
Total revenue 2,513 1,263 3,367
Asia Pacific [Member]      
Revenues (Details) - Schedule of revenues per geographical locations [Line Items]      
Total revenue 743 1,362 1,591
Europe and Israel [Member]      
Revenues (Details) - Schedule of revenues per geographical locations [Line Items]      
Total revenue [1] $ 7,237 $ 774 $ 2,112
[1] The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts.
v3.22.1
Revenues (Details) - Schedule of timing of revenue recognition - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenues (Details) - Schedule of timing of revenue recognition [Line Items]      
Total revenue $ 10,493 $ 3,399 $ 7,070
Goods and services transferred over time [Member]      
Revenues (Details) - Schedule of timing of revenue recognition [Line Items]      
Total revenue 1,074 654 650
Goods transferred at a point in time [Member]      
Revenues (Details) - Schedule of timing of revenue recognition [Line Items]      
Total revenue $ 9,419 $ 2,745 $ 6,420
v3.22.1
Revenues (Details) - Schedule of contract assets and contract liabilities deriving from contracts with customers - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of contract assets and contract liabilities deriving from contracts with customers [Abstract]    
Trade receivables $ 3,422 $ 713
Contract liabilities $ 3,021 $ 968
v3.22.1
Cost of Revenues (Details) - Schedule of cost of revenues - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
According to components -      
Raw materials, auxiliary materials and consumables $ 3,585 $ 772 $ 2,129
Salaries, wages and related expenses 1,412 293 807
Other 733 499 1,376
Total $ 5,730 $ 1,563 $ 4,312
v3.22.1
Further Detail of Profit or Loss (Details) - Schedule of further detail of profit or loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
A. Research and development expenses, net      
Payroll $ 14,604 $ 4,849 $ 4,672 [1]
Share based payment expenses 14,238 1,682 162 [1]
Materials 2,764 940 1,001
Subcontractors 2,864 258 82
Patent registration 441 160 144
Depreciation 5,697 1,588 1,534
Rental fees and maintenance 559 173 197
Other 637 249 339
Research and development expenses, gross 41,804 9,899 8,131
Less – government grants (118) (21) (49)
Research and development expenses, net 41,686 9,878 8,082
B. Sales and marketing expenses      
Payroll 8,283 3,336 2,729
Share based payment expenses 8,569 1,990 144
Marketing, advertising and commissions 4,053 577 1,808
Rental fees and maintenance 365 201 114
Travel abroad 749 235 317
Depreciation 318 223 212
Other 376 35 145
Sales and marketing expenses 22,713 6,597 5,469
C. General and administrative expenses      
Payroll 2,880 1,377 872
Share based payment expenses 6,974 16,837 155
Fees 33 22 22
Professional services 6,993 1,064 1,545
Office expenses 1,065 386 359
Travel abroad 461 44 37
Depreciation 210 76 78
Rental fees and maintenance 97 46 43
Other 931 435 159
General and administrative expenses 19,644 20,287 3,270
D. Finance income      
Revaluation of liability in respect of government grants 25 75 58
Exchange rate differences 3,444 123
Revaluation of financial liabilities at fair value through profit or loss [2] 10,608 8,707
Bank interest and fees 3,832 248
Finance income 17,909 446 8,765
Finance expense      
Exchange rate differences 151
Bank fees 70 28 14
Finance expense in respect of lease liability 237 390 425
Revaluation of financial liabilities at fair value through profit or loss [2] 12,825
Fundraising expenses 1,693
Revaluation of liability in respect of government grants 121
Finance expense $ 428 $ 13,243 $ 2,283
[1] Reclassified.
[2] See Note 19 regarding financing transactions that included issuance of financial instruments accounted at fair value through profit and loss.
v3.22.1
Income Tax (Details) - USD ($)
1 Months Ended 12 Months Ended
Dec. 22, 2016
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax (Details) [Line Items]        
Percentage of corporate tax rates   23.00% 23.00% 23.00%
Description of corporate tax rate reduced the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016, by which, inter alia, the corporate tax rate would be reduced from 25% to 23% in two steps. The first step will be to a rate of 24% as from January 2017 and the second step will be to a rate of 23% as from January 2018.      
Number of equal annual portion of amortization   3    
Tax rate   12.44%    
Net operating loss for tax   $ 156,200,000    
Remaining amount   122,820,000    
Capital loss for tax purposes   495,752    
Accumulated loss   8,826,000    
Tax deductible temporary difference value   $ 29,000,000    
Research and development deductible term period   3 years    
Deferred tax   $ 1,007,000  
Nano Dimension Technologies Ltd. [Member]        
Income Tax (Details) [Line Items]        
Capital loss for tax purposes   $ 845,000    
v3.22.1
Income Tax (Details) - Schedule of composition of income tax expense (income)
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Schedule of composition of income tax expense (income) [Abstract]  
Current tax expense $ (107)
Deferred tax income 5,013
Income tax $ 4,906
v3.22.1
Income Tax (Details) - Schedule of movement in deferred tax assets and liabilities
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Income Tax (Details) - Schedule of movement in deferred tax assets and liabilities [Line Items]  
Balance of deferred tax asset (liability) as at January 1, 2021
Deferred tax asset (liability) acquired in business combinations (see Note 9.B) (4,242)
Changes recognized in profit or loss 5,013
Balance of deferred tax asset (liability) as at December 31, 2021 771
Intangible assets and inventories [Member]  
Income Tax (Details) - Schedule of movement in deferred tax assets and liabilities [Line Items]  
Balance of deferred tax asset (liability) as at January 1, 2021
Deferred tax asset (liability) acquired in business combinations (see Note 9.B) (7,117)
Changes recognized in profit or loss 6,881
Balance of deferred tax asset (liability) as at December 31, 2021 (236)
Carry- forward tax losses [Member]  
Income Tax (Details) - Schedule of movement in deferred tax assets and liabilities [Line Items]  
Balance of deferred tax asset (liability) as at January 1, 2021
Deferred tax asset (liability) acquired in business combinations (see Note 9.B) 2,875
Changes recognized in profit or loss (1,868)
Balance of deferred tax asset (liability) as at December 31, 2021 $ 1,007
v3.22.1
Loss Per Share (Details) - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Earnings per share [Abstract]      
Reverse split, description All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020, see note 12.A.    
Options and warrants 55,817,296 22,810,291 3,468,948
v3.22.1
Loss Per Share (Details) - Schedule of basic loss per share - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
[1]
Dec. 31, 2019
[1]
Schedule of basic loss per share [Abstract]      
Weighted average number of Ordinary Shares 247,335 42,947 3,513
Loss attributable to the owners of the company $ 200,777 $ 48,494 $ 8,353
[1] All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020. See Note 12.A.
v3.22.1
Loss Per Share (Details) - Schedule of weighted average number of ordinary shares - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
[1]
Dec. 31, 2019
[1]
Schedule of weighted average number of ordinary shares [Abstract]      
Balance as at January 1 172,052,000 4,179,000 1,932,000
Effect of share options exercised 2,558,000 9,000 135,000
Effect of warrants exercised 575,000 1,184,000
Effect of conversion of notes 1,236,000
Effect of shares issued during the year 72,150,000 36,339,000 1,446,000
Weighted average number of Ordinary Shares used to calculate basic loss per share as at December 31 247,335,000 42,947,000 3,513,000
[1] All the figures in this note were adjusted to reflect the 1:50 reverse split effective June 29, 2020, see note 12.A.
v3.22.1
Loss Per Share (Details) - Schedule of loss attributable to owners of the company (diluted) - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of loss attributable to owners of the company (diluted) [Abstract]      
Loss used to calculate basic loss per share 200,777,000 48,494,000 8,353,000
Changes in fair value of share price protection liability 3,783,000
Changes in fair value of warrants classified as liabilities 456,000
Loss attributable to ordinary shareholders 205,016,000 48,494,000 8,353,000
v3.22.1
Loss Per Share (Details) - Schedule of weighted average number of ordinary shares (diluted) - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Schedule of weighted average number of ordinary shares (diluted) [Abstract]      
Weighted average number of Ordinary Shares used to calculate loss per share 247,335,000 42,947,000 3,513,000
Effect of share price protection on issue 702,000
Effect of warrants on issue 95,000
Weighted average number of Ordinary Shares used to calculate diluted loss per share as at December 31 248,132,000 42,947,000 3,513,000
v3.22.1
Employee Benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Employee Benefits (Details) [Line Items]    
Qualifying insurance policies (in Dollars) $ 11,671 $ 0
Increase defined benefit obligation (in Dollars) $ 248  
Description of defined benefit plan The Group expects $469 thousand in contributions to be paid to the funded defined benefit plan in 2022. The Group estimates the plan’s duration (based on weighted average) to be 15.9 years at the end of the reporting period.  
Active Benefit Liability [Member]    
Employee Benefits (Details) [Line Items]    
Percentage of benefit liability 93.60% 0.00%
Pensioners Benefit Liability [Member]    
Employee Benefits (Details) [Line Items]    
Percentage of benefit liability 6.40% 0.00%
v3.22.1
Employee Benefits (Details) - Schedule of composition of employee benefits
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Presented under current liabilities – other payables:  
Short-term employee benefits $ (234)
Total (234)
Presented under non-current liabilities – employee benefits:  
Recognized liability for defined benefit plan, net (4,145)
Total $ (4,145)
v3.22.1
Employee Benefits (Details) - Schedule of movement in net defined benefit liabilities (assets) and in their components - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined benefit obligation [Member]    
Employee Benefits (Details) - Schedule of movement in net defined benefit liabilities (assets) and in their components [Line Items]    
Balance as of January 1
Included in other comprehensive income    
Effect of movements in exchange rates 91
Other movements    
Changes from business combinations and loss of control (15,907)
Balance as of December 31 (15,816)
Fair value of plan assets [Member]    
Employee Benefits (Details) - Schedule of movement in net defined benefit liabilities (assets) and in their components [Line Items]    
Balance as of January 1
Included in other comprehensive income    
Effect of movements in exchange rates (67)
Other movements    
Changes from business combinations and loss of control 11,738
Balance as of December 31 11,671
Net defined benefit liability (asset) [Member]    
Employee Benefits (Details) - Schedule of movement in net defined benefit liabilities (assets) and in their components [Line Items]    
Balance as of January 1
Included in other comprehensive income    
Effect of movements in exchange rates 24
Other movements    
Changes from business combinations and loss of control (4,169)
Balance as of December 31 $ (4,145)
v3.22.1
Employee Benefits (Details) - Schedule of principal actuarial assumptions at the reporting date (expressed as weighted averages)
12 Months Ended
Dec. 31, 2021
Schedule of principal actuarial assumptions at the reporting date (expressed as weighted averages) [Abstract]  
Discount rate as of December 31 0.40%
Future salary growth 1.00%
Interest rate on the savings account 0.75%
Price inflation 1.00%
Future pension growth 0.00%
v3.22.1
Employee Benefits (Details) - Schedule of the relevant actuarial assumptions, holding other assumptions constant
12 Months Ended
Dec. 31, 2021
USD ($)
0.5 Percentage Point Increase [Member]  
Employee Benefits (Details) - Schedule of the relevant actuarial assumptions, holding other assumptions constant [Line Items]  
Future salary growth $ (100,000)
Discount rate 1,173,000
0.5 Percentage Point Decrease [Member]  
Employee Benefits (Details) - Schedule of the relevant actuarial assumptions, holding other assumptions constant [Line Items]  
Future salary growth 95,590
Discount rate $ (1,350,000)
v3.22.1
Share-Based Payment (Details) - USD ($)
1 Months Ended 12 Months Ended
Jul. 07, 2020
May 31, 2021
Apr. 26, 2021
Apr. 22, 2021
Sep. 30, 2020
Aug. 31, 2020
Jul. 31, 2020
Mar. 31, 2020
Dec. 31, 2019
Jul. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Nov. 30, 2021
Nov. 02, 2021
Feb. 28, 2020
Share-Based Payment (Details) [Line Items]                                
Number of granted non - tradable share options 440,000                              
Number of vested share options, description   The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.In July 2020, the Company issued non-tradable share options to purchase 440,000 Ordinary Shares to directors of the Company at an exercise price of $0.70 per share. The share options are vested over a period of no more than 3 years from the grant date.   The acquiree’s awards were granted during the years 2018 to 2021 and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date and are subject to a 3-year vesting schedule. D. On April 26, 2021, the Group acquired 100% of the shares and voting interests in NanoFabrica. In accordance with the terms of the acquisition agreement, 1,178,008 Ordinary Shares of the Company will be issued to NanoFabrica’s founders, with a share price protection mechanism. The granting of these shares is subject to conditions related to the continued employment of the founders. Hence these shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, is estimated at $10,941 thousand, and will be recognized as post-acquisition compensation cost.    In addition, as part of the acquisition agreement, the Group exchanged equity-settled share-based payment awards held by employees of NanoFabrica (the acquiree’s awards) for 76,928 RSUs of the Company (the replacement awards). The acquiree’s awards were granted during the years 2017 to 2020 and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date and are subject to a 3-year vesting schedule.                 the Company granted to employees 2,723,500 restricted shares units (“RSUs”). The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years.      
Warrants vesting term                     the Company issued, pursuant to two public offerings in the United States, an aggregate of 74,100,000 ADSs. The total gross proceeds from the offerings were approximately $832,980,000, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $796,437,000. As a part of one of these offerings, the Company issued 1,137,500 non-tradable warrants to the underwriters. The warrants are accounted for as share-based payment expenses.          
Fair value of grant of share based payment (in Dollars)           $ 18,700,000                    
Percentage of warrants exercised                               30.00%
Percentage of voting equity interests acquired     100.00% 100.00%             100.00%     100.00% 100.00%  
Fair value of post aquisition compensation cost (in Dollars)     $ 10,941,000 $ 7,756,000                        
Exchanged equity-settled share-based payment awards       299,455                        
Share based payment expenses (in Dollars)                     $ 29,782,000 $ 20,502,000 $ 445,000      
Deduction from share premium (in Dollars)                     $ 9,151,000          
Employees consultant and officers [Member]                                
Share-Based Payment (Details) [Line Items]                                
Number of granted non - tradable share options                       6,930,000 6,029,000      
Share options exercisable into ordinary shares                       5,400,000 6,029,000      
Number of vested share options, description                       The share options vest over a period of three years. The share options vest over a period of three years.      
Employees consultant and officers [Member] | Bottom of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)                     $ 0 $ 0.7 $ 0.14      
Employees consultant and officers [Member] | Top of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)                     $ 7.5 $ 4.12 0.17      
Directors [Member]                                
Share-Based Payment (Details) [Line Items]                                
Number of granted non - tradable share options   131,000         440,000     2,545,000 1,137,500          
Share options exercisable into ordinary shares             0.7       1,137,500          
Exercise price per share (in Dollars per share)                   $ 0.15            
Number of vested share options, description             The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.In July 2020, the Company issued non-tradable share options to purchase 440,000 Ordinary Shares to directors of the Company at an exercise price of $0.70 per share. The share options are vested over a period of no more than 3 years from the grant date.     One third of the share options will vest after one year from the grant date, and the remaining will vest in eight equal quarterly batches over a period of two years. The share options will be exercisable during the earlier of a period of four years from the vesting date, or 90 days from the end of employment date.            
Directors [Member] | Bottom of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)   $ 7.69                            
Directors [Member] | Top of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)   $ 9.33                            
Directors [Member] | Employees consultant and officers [Member]                                
Share-Based Payment (Details) [Line Items]                                
Number of granted non - tradable share options                     10,967,162          
Share options exercisable into ordinary shares                     10,967,162          
Underwriters [Member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)                     $ 11.875          
Warrants granted                       7,365,289        
Number of ordinary shares exercisable by warrants                       7,365,289        
Underwriters [Member] | Bottom of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)                       $ 0.875        
Underwriters [Member] | Top of range [member]                                
Share-Based Payment (Details) [Line Items]                                
Exercise price per share (in Dollars per share)                       $ 9.375        
Yoav Stern [Member]                                
Share-Based Payment (Details) [Line Items]                                
Consideration of warrants issued (in Dollars)           $ 150,000                    
Mr. Yaron Eitan [Member]                                
Share-Based Payment (Details) [Line Items]                                
Consideration for warrants (in Dollars)         $ 150,000                      
DeepCube [Member]                                
Share-Based Payment (Details) [Line Items]                                
Percentage of voting equity interests acquired       100.00%                        
Founder [Member]                                
Share-Based Payment (Details) [Line Items]                                
Ordinary shares issued to founder       892,465                        
NanoFabrica [Member]                                
Share-Based Payment (Details) [Line Items]                                
Number of vested share options, description     The acquiree’s awards were granted during the years 2017 to 2020 and were generally subject to a 4-year vesting schedule. The replacement awards were granted on the acquisition date and are subject to a 3-year vesting schedule.                          
Percentage of voting equity interests acquired     100.00%                          
Ordinary shares issued to founder     1,178,008                          
Exchanged equity-settled share-based payment awards     76,928                          
ADSs [Member] | Directors [Member]                                
Share-Based Payment (Details) [Line Items]                                
Warrants granted         1,500,000                      
Warrants exercise price (in Dollars per share)         $ 2.25                      
Warrants to purchase         1,500,000                      
Warrants exercisable term         The warrants have an exercise price of $2.25 per ADS, will vest over a period of three years and will expire after 7 years.                      
ADSs [Member] | Yoav Stern [Member]                                
Share-Based Payment (Details) [Line Items]                                
Number of ADS purchase by issuances of option.               294,828 286,172              
Exercise price per option (in Dollars per share)               $ 1.09 $ 2.86       $ 2.86      
Percentage of option vested at the grant date               99.90%                
Option vested term, description               99.9% of the options vest at the grant date, and the remaining options will vest 3 years after the grant date.                
Number of ADS purchase by issuances of warrants           6,880,402                    
Warrants vesting term           The warrants have an exercise price of $0.75 per ADS, will vest over a period of two and a half years and will expire after 7 years.                    
Warrants exercise price (in Dollars per share)           $ 0.75                    
Number of additional american depository shares purchase by issuances of warrants           581,000                    
Warrants investing condition, description   Mr. Stern invested $50,000 and received 27,742,103 Series B Warrants. The exercise price of the Series B Warrants is $6.16 per ADS.       In addition, as long as Mr. Stern is employed by the Company or is a member of the Company’s board of directors, Mr. Stern may invest an additional amount up to $50,000 to buy Series B Warrants, in an amount equal to 10% of the Company’s fully diluted capital.                    
v3.22.1
Share-Based Payment (Details) - Schedule of fair value of the share options
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Consultants and Employees [Member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Number of equity instruments granted | shares 26,861,174
Fair value in the grant date (thousands USD) | $ $ 86,989
Expected dividend yield | $
Outstanding as of December 31, 2021 | shares 21,022,609
Exercisable as of December 31, 2021 (from grants granted in 2019-2021) | shares 7,337,388
Consultants and Employees [Member] | Bottom of range [member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Range of share price (USD) $ 2.03
Range of exercise price (USD) $ 0
Range of expected share price volatility 58.54%
Range of estimated life (years) 4 years
Range of weighted average of risk-free interest rate 0.36%
Consultants and Employees [Member] | Top of range [member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Range of share price (USD) $ 10.94
Range of exercise price (USD) $ 11.88
Range of expected share price volatility 115.14%
Range of estimated life (years) 9 years
Range of weighted average of risk-free interest rate 1.65%
Directors and CEO [Member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Number of equity instruments granted | shares 36,744,405
Fair value in the grant date (thousands USD) | $ $ 21,056
Expected dividend yield | $
Outstanding as of December 31, 2021 | shares 34,410,284
Exercisable as of December 31, 2021 (from grants granted in 2019-2021) | shares 30,631,203
Directors and CEO [Member] | Bottom of range [member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Range of share price (USD) $ 1.38
Range of exercise price (USD) $ 0.7
Range of expected share price volatility 60.22%
Range of estimated life (years) 4 years
Range of weighted average of risk-free interest rate 0.29%
Directors and CEO [Member] | Top of range [member]  
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]  
Range of share price (USD) $ 6.52
Range of exercise price (USD) $ 9.33
Range of expected share price volatility 125.95%
Range of estimated life (years) 7 years 29 days
Range of weighted average of risk-free interest rate 1.33%
v3.22.1
Share-Based Payment (Details) - Schedule of fair value of the share options - Employees and consultants [Member] - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]    
Share option programs, Outstanding at January 1 12,603,828 521,138
Replacement awards, Outstanding at January 1  
Share option programs, Granted during the year 11,850,252 14,295,289
Replacement awards, Granted during the year 254,409  
Share option programs, Exercised during the year (2,351,420) (1,703,902)
Replacement awards, Exercised during the year  
Share option programs, Forfeited or expired during the year (1,334,460) (508,697)
Replacement awards, Forfeited or expired during the year  
Share option programs, Outstanding at December 31 20,768,200 12,603,828
Replacement awards, Outstanding at December 31 254,409
Share option programs, Exercisable as of December 31 7,337,388 880,734
Replacement awards, Exercisable as of December 31  
v3.22.1
Share-Based Payment (Details) - Schedule of fair value of the share options - Directors and CEO [Member] - shares
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-Based Payment (Details) - Schedule of fair value of the share options [Line Items]    
Outstanding at January 1 8,839,482 78,435
Granted during the year 27,873,103 8,820,402
Exercised during the year (2,147,454)
Forfeited or expired during the year (154,847) (59,355)
Outstanding at December 31 34,410,284 8,839,482
Exercisable as of December 31 30,631,203 8,679,113
v3.22.1
Financial Instruments (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Apr. 22, 2021
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2021
CHF (SFr)
Dec. 31, 2020
Nov. 30, 2021
Nov. 02, 2021
Apr. 26, 2021
Financial Instruments (Details) [Line Items]              
Risk-free rate   0.73% 0.73%        
Percentage of shares and voting interests 100.00% 100.00%     100.00% 100.00% 100.00%
Contingent consideration liability (in Dollars)   $ 8,792          
Share price had increased percentage   10.00% 10.00%        
Fair value of the warrants (in Dollars)   $ 399          
Share price decreased percentage   10.00% 10.00%        
Fair value of the warrants decreased (in Dollars)   $ 393          
Contingent consideration (in Dollars)   0          
Deposited amount (in Dollars)   3,362,000          
Net asset (in Dollars)   $ 3,362,000          
Positive [Member]              
Financial Instruments (Details) [Line Items]              
Risk Neutral probability percentage   21.00% 21.00%        
Risk neutral probability of gross profit percentage   1.00% 1.00%        
Neutral [Member]              
Financial Instruments (Details) [Line Items]              
Risk Neutral probability percentage   31.00% 31.00%        
Risk neutral probability of gross profit percentage   11.00% 11.00%        
Negative [Member]              
Financial Instruments (Details) [Line Items]              
Risk Neutral probability percentage   47.00% 47.00%        
Risk neutral probability of gross profit percentage   89.00% 89.00%        
Bottom of range [member]              
Financial Instruments (Details) [Line Items]              
Essemtec’s underlying (in Francs) | SFr     SFr 2,100        
Essemtec’s underlying gross profit (in Francs) | SFr     13,502        
Top of range [member]              
Financial Instruments (Details) [Line Items]              
Essemtec’s underlying (in Francs) | SFr     2,500        
Essemtec’s underlying gross profit (in Francs) | SFr     SFr 17,360        
NanoFabrica [Member]              
Financial Instruments (Details) [Line Items]              
Contingent consideration liability (in Dollars)   $ 1,367          
Level 2 [Member]              
Financial Instruments (Details) [Line Items]              
Expected dividend yield   0.00% 0.00%        
Level 2 [Member] | Bottom of range [member]              
Financial Instruments (Details) [Line Items]              
Expected term of warrant   2 years 1 month 6 days 2 years 1 month 6 days 3 years 1 month 6 days      
Expected volatility   138.50% 138.50% 118.77%      
Risk-free rate   0.69% 0.69% 0.17%      
Level 2 [Member] | Top of range [member]              
Financial Instruments (Details) [Line Items]              
Expected term of warrant   2 years 8 months 4 days 2 years 8 months 4 days 3 years 8 months 4 days      
Expected volatility   152.40% 152.40% 128.10%      
Risk-free rate   0.83% 0.83% 0.24%      
Level 3 [Member]              
Financial Instruments (Details) [Line Items]              
Percentage of shares and voting interests   100.00%          
Major Business Combination [Member]              
Financial Instruments (Details) [Line Items]              
Expected volatility 196.01% 56.89% 56.89%        
Risk-free rate 0.02% 0.09% 0.09%        
Expected dividend yield   0.00% 0.00%        
Share price protection period 1 year 3 months 21 days 3 months 21 days        
Fair value of shares price (in Dollars per share) | $ / shares $ 7.25 $ 3.8          
v3.22.1
Financial Instruments (Details) - Schedule of classification and linkage terms of financial instruments
₪ in Thousands, $ in Thousands
Dec. 31, 2021
USD ($)
Dec. 31, 2021
ILS (₪)
Dec. 31, 2020
USD ($)
Dec. 31, 2020
ILS (₪)
Financial Instruments (Details) - Schedule of classification and linkage terms of financial instruments [Line Items]        
Cash $ 853,626   $ 585,338  
Bank deposits 501,969   85,596  
Restricted deposits 649   468  
Trade receivables (net) 3,422   713  
Other receivables 5,902   429  
Financial assets 1,365,568   672,544  
Financial liabilities at amortized cost (21,111)   20,545  
Total net financial assets (liabilities) 1,344,457   651,999  
NIS [Member]        
Financial Instruments (Details) - Schedule of classification and linkage terms of financial instruments [Line Items]        
Cash | ₪   ₪ 72,190   ₪ 1,057
Bank deposits | ₪   80,457  
Restricted deposits | ₪   569   406
Trade receivables (net) | ₪   36   17
Other receivables | ₪   4,240   410
Financial assets | ₪   157,492   1,890
Financial liabilities at amortized cost | ₪   (10,392)   4,366
Total net financial assets (liabilities) | ₪   ₪ 147,100   ₪ (2,476)
U.S. dollar [Member]        
Financial Instruments (Details) - Schedule of classification and linkage terms of financial instruments [Line Items]        
Cash 753,320   584,205  
Bank deposits 421,512   85,596  
Restricted deposits 80   62  
Trade receivables (net) 130   534  
Other receivables 2,806   19  
Financial assets 1,175,848   670,416  
Financial liabilities at amortized cost (3,623)   16,134  
Total net financial assets (liabilities) 1,172,225   654,282  
Other [Member]        
Financial Instruments (Details) - Schedule of classification and linkage terms of financial instruments [Line Items]        
Cash [1] 28,116   76  
Bank deposits [1]    
Restricted deposits [1]    
Trade receivables (net) [1] 3,256   162  
Other receivables [1] 856    
Financial assets [1] 32,228   238  
Financial liabilities at amortized cost [1] (7,096)   45  
Total net financial assets (liabilities) [1] $ 25,132   $ 193  
[1] Mainly Euro
v3.22.1
Financial Instruments (Details) - Schedule of sensitivity analysis of changes in exchange rate of dollar
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Increase at a rate of 5% [Member]  
Financial Instruments (Details) - Schedule of sensitivity analysis of changes in exchange rate of dollar [Line Items]  
Changes in exchange rate $ 7,355
Increase at a rate of 10% [Member]  
Financial Instruments (Details) - Schedule of sensitivity analysis of changes in exchange rate of dollar [Line Items]  
Changes in exchange rate 14,710
Decrease at a rate of 5% [Member]  
Financial Instruments (Details) - Schedule of sensitivity analysis of changes in exchange rate of dollar [Line Items]  
Changes in exchange rate (7,355)
Decrease at a rate of 10% [Member]  
Financial Instruments (Details) - Schedule of sensitivity analysis of changes in exchange rate of dollar [Line Items]  
Changes in exchange rate $ (14,710)
v3.22.1
Financial Instruments (Details) - Schedule of fair value of financial instruments position - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Financial liabilities:    
Liability in respect of warrants $ 3,697 $ 11,986
Share price protection for previews shareholders of subsidiary acquired 5,768
Contingent consideration in business combination 8,792
Total 18,257 11,986
Presented under current liabilities 14,910
Presented under non-current liabilities $ 3,347 $ 11,986
v3.22.1
Financial Instruments (Details) - Schedule of Level 3 financial instruments carried at fair value
$ in Thousands
12 Months Ended
Dec. 31, 2021
USD ($)
Contingent consideration in business combinations  
Balance as of January 1, 2021
Balance as of December 31, 2021 (8,792)
Arising from business combinations (10,159) [1]
Changes in fair value (unrealized) $ 1,367
[1] See Note 9.B regarding acquisition of NanoFabrica for information in relation to the contingent consideration liability at the amount of $1,367 thousand arising from business combination and Note 20.F regarding offsetting the liability against deposit. See Note 9 (3) B  regarding acquisition of Essemtec for information in relation to the contingent consideration liability at the amount of $8,792 thousand arising from business combination.
v3.22.1
Financial Instruments (Details) - Schedule of repayment dates of financial liabilities - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financial Instruments (Details) - Schedule of repayment dates of financial liabilities [Line Items]    
Trade payables $ 2,833 $ 776
Other payables 11,322 5,910
Financial derivatives 18,257  
Lease liabilities 5,422 2,618
Other long-term liability 1,521  
Liability in respect of government grants 1,988 850
Financial liabilities 41,343 10,154
First year [Member]    
Financial Instruments (Details) - Schedule of repayment dates of financial liabilities [Line Items]    
Trade payables 2,833 776
Other payables 11,322 5,910
Financial derivatives 14,910  
Lease liabilities 2,086
Other long-term liability 417  
Liability in respect of government grants 428
Financial liabilities 31,996 6,686
More than a year [Member]    
Financial Instruments (Details) - Schedule of repayment dates of financial liabilities [Line Items]    
Trade payables
Other payables
Financial derivatives 3,347  
Lease liabilities 3,336 2,618
Other long-term liability 1,104  
Liability in respect of government grants 1,560 850
Financial liabilities $ 9,347 $ 3,468
v3.22.1
Leases (Details) - USD ($)
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases (Details) [Line Items]    
Lease liability $ 3,336,000 $ 2,618,000
Description of aforesaid lease agreements end The Group leases offices in Ness- Ziona from Africa-Israel for a period of five years under a few different contracts for four different floors used for offices, labs and manufacturing facilities, at the same building. The contractual periods of the aforesaid lease agreements end in August 2021, December 2023 and August 2024. The Group has an option to extend two of the lease agreements for an additional five years for an additional monthly fee (10% increase). The Company extended the lease agreement ended in August 2021 for an additional five years. The Group also leases offices in Hong-Kong. The contractual period of the aforesaid lease agreement ended in March 2024. The Group also leases offices in the U.S. for a contractual period of three years, which ends in August 2023.  
Lease prepayments $ 1,494,000 $ 1,118,000
Vehicles [Member]    
Leases (Details) [Line Items]    
Lease liability 324  
Essemtec and DeepCube [Member]    
Leases (Details) [Line Items]    
Lease liability 995  
Hong-Kong [Member]    
Leases (Details) [Line Items]    
Lease liability $ 1,595  
v3.22.1
Leases (Details) - Schedule of lease liability and right of use asset - Leases of offices [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases (Details) - Schedule of lease liability and right of use asset [Line Items]    
Balance $ 3,169 $ 2,673
Acquisition through business combinations 995  
Depreciation 1,344 856
Disposals 248 69
Additions 1,919 1,421
Balance 4,491 3,169
Buildings [Member]    
Leases (Details) - Schedule of lease liability and right of use asset [Line Items]    
Balance 3,078 2,506
Acquisition through business combinations 948  
Depreciation 1,359 740
Disposals 70
Additions 1,595 1,312
Balance 4,192 3,078
Vehicles [Member]    
Leases (Details) - Schedule of lease liability and right of use asset [Line Items]    
Balance 91 167
Acquisition through business combinations 47  
Depreciation (15) 116
Disposals 178 69
Additions 324 109
Balance $ 299 $ 91
v3.22.1
Leases (Details) - Schedule of maturity analysis of the group's lease liabilities - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases (Details) - Schedule of maturity analysis of the group's lease liabilities [Line Items]    
Total $ 5,422 $ 3,766
Less than one year [Member]    
Leases (Details) - Schedule of maturity analysis of the group's lease liabilities [Line Items]    
Total 2,086 1,148
One to five years [Member]    
Leases (Details) - Schedule of maturity analysis of the group's lease liabilities [Line Items]    
Total $ 3,336 $ 2,618
v3.22.1
Transactions and balances with related parties (Details) - USD ($)
1 Months Ended 12 Months Ended
Jul. 07, 2020
May 31, 2021
May 25, 2021
Dec. 31, 2021
Nov. 30, 2021
Nov. 02, 2021
Apr. 26, 2021
Apr. 22, 2021
Transactions and balances with related parties (Details) [Line Items]                
Share-based payment expenses       $ 10,925,000        
Grant of stock options (in Shares) 440,000              
Amount invested   $ 50,000            
Warrants per share (in Dollars per share)   $ 6.16            
Voting interest       100.00% 100.00% 100.00% 100.00% 100.00%
Cash payments       $ 19,420,000        
Payment in equity instruments (in Shares)       1,339,000        
Fair value amount       $ 11,682,000,000        
Mechanism period       12 months        
Fair value at the transaction date       $ 9,551,000        
Fair value amount       $ 5,768,000,000        
Post-acquisition compensation cost (in Shares)       892,000        
Estimated transaction date       $ 7,756,000,000        
Share-based compensation       $ 3,286,000        
Share options granted (in Shares)     131,000          
Granted options to purchase (in Shares)   3,000,000            
Exercise price (in Dollars per share)   $ 6            
In addition granted options to purchase (in Shares)   1,000,000            
Bottom of range [member]                
Transactions and balances with related parties (Details) [Line Items]                
Mechanism period       12 months        
Exercise price range (in Dollars per share)     $ 7.69          
Top of range [member]                
Transactions and balances with related parties (Details) [Line Items]                
Mechanism period       36 months        
Exercise price range (in Dollars per share)     $ 9.33          
Series A Warrants [Member]                
Transactions and balances with related parties (Details) [Line Items]                
Warrants percentage 30.00%              
Series B Warrants [Member]                
Transactions and balances with related parties (Details) [Line Items]                
Amount received   $ 27,742,103            
DeepCube [Member]                
Transactions and balances with related parties (Details) [Line Items]                
Voting interest               100.00%
Officer [Member]                
Transactions and balances with related parties (Details) [Line Items]                
Grant of stock options (in Shares) 1,000,000              
Officer and Director [Member]                
Transactions and balances with related parties (Details) [Line Items]                
Exercise price (in Dollars per share) $ 0.7              
v3.22.1
Transactions and balances with related parties (Details) - Schedule of balances with related parties - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Related Parties [Member]    
Transactions and balances with related parties (Details) - Schedule of balances with related parties [Line Items]    
Other payables $ 330 $ 207
v3.22.1
Transactions and balances with related parties (Details) - Schedule of shareholder and other related parties benefits
$ in Thousands
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Schedule of shareholder and other related parties benefits [Abstract]      
Salaries and related expenses- related parties employed by the Group $ 13,629 [1] $ 18,252 $ 1,047
Number of related parties 7 5 4
Compensation for directors not employed by the Group $ 3,951 $ 2,204 $ 218
Number of directors 8 6 6
[1] Includes share-based payment expenses of $10,925,000.
v3.22.1
Events after the reporting date (Details)
1 Months Ended 12 Months Ended
Mar. 31, 2022
Jan. 31, 2022
Dec. 31, 2021
Events after the reporting date (Details) [Line Items]      
Consideration full cash paid, description     (1)Closing consideration – Around £13,500 thousand (as for the closing date, approximately $18,225 thousand), adjusted post-closing upwards or downwards to reflect a cash-free debt free basis on the closing date, with respect to an agreed working capital level. The total closing consideration was estimated at around £17,000 thousand (as for the closing date, approximately $22,950 thousand).    (2)Deferred consideration – £1,000 thousand (as for the closing date, approximately $1,350 thousand), due on April 1st, 2024, to all sellers in an unconditional manner, except to key management team, for whom payment is due only if they stay with the company until such date.    (3)Earn-out cash consideration – Contingent Consideration – Up to £7,000 thousand (as for the closing date, approximately $9,450 thousand), depending on certain targets (“Earn-Out Consideration”) as follows:   (i) EBITDA based earn-out – £1,000 thousand (as for the closing date, approximately $1,350 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2022, EBITDA of at least £396 thousand (as for the closing date, approximately $535 thousand).           For every 1% below EBITDA of £396 thousand, EBITDA based earn-out will be reduced by 2%, going down to 0 if EBITDA will be £198.   (ii)Gross profit based earn-out – £3,000 thousand (as for the closing date, approximately $4,050 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2023, gross profit of at least £6,962 thousand (as for the closing date, approximately $9,400 thousand).     For every 1% below gross profit of £6,962 thousand, gross profit based earn-out will be reduced by 5%, going down to 0 if gross profit will be £5,570.    (iii)Revenues based earn-out – £3,000 thousand (as for the closing date, approximately $4,050 thousand), in the event that GIS generates, during the fiscal year ending on March 31, 2023, revenues of at least £9,537 thousand (as for the closing date, approximately $12,875 thousand).     For every 1% below gross profit of £9,537 thousand, revenues based earn-out will be reduced by 10%, going down to 0 if revenues will be £8,584.
Non-adjusting events after reporting period [member]      
Events after the reporting date (Details) [Line Items]      
Voting interests percentage   100.00%  
Events after the reporting date, description After the reporting date, in March 2022, the Group granted to employees 1,207,000 options and RSUs. The options and RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three to four years. After the reporting date, in January 2022, the Group granted to employees 5,507,000 options and RSUs. The options and RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three to four years.