Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2023 shares
Document Information Line Items
Entity Registrant Name	NANO DIMENSION LTD.
Document Type	20-F
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	238,596,545
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	No
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
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
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	International Financial Reporting Standards
Auditor Name	Somekh Chaikin
Auditor Firm ID	1057
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
City Area Code	+972
Local Phone Number	073-7509142
Contact Personnel Email Address	yoav.stern@nano-di.com
American Depositary Shares each representing one Ordinary Shares par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)
Document Information Line Items
Trading Symbol	NNDM
Title of 12(b) Security	American Depositary 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
Rights to Purchase American Depository Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share
Document Information Line Items
Trading Symbol	NNDM
Title of 12(b) Security	Rights to Purchase American Depository Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share
Security Exchange Name	NASDAQ

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 309,571	$ 685,362
Bank deposits	541,967	346,663
Restricted deposits	60	60
Trade receivables	12,710	6,342
Other receivables	11,290	6,491
Inventory	18,390	19,400
Total current assets	893,988	1,064,318
Restricted deposits	881	850
Investment in securities	138,446	114,984
Deferred tax		115
Other receivables		809
Property plant and equipment, net	16,716	5,843
Right-of-use assets	12,072	16,539
Intangible assets	2,235
Total non-current assets	170,350	139,140
Total assets	1,064,338	1,203,458
Liabilities
Trade payables	4,696	3,722
Financial derivatives and deferred consideration		8,798
Other payables	29,738	24,150
Current portion of other long-term liability	38	363
Total current liabilities	34,472	37,033
Liability in respect of government grants	1,895	1,492
Employee benefits	2,773	1,462
Liability in respect of warrants		69
Lease liability	8,742	12,374
Deferred tax liabilities	75
Loan from banks	595	736
Total non-current liabilities	14,080	16,133
Total liabilities	48,552	53,166
Non-controlling interests	1,011	767
Share capital	400,700	388,406
Share premium and capital reserves	1,299,542	1,296,194
Treasury shares	(97,896)	(1,509)
Foreign currency translation reserve	2,929	583
Remeasurement of net defined benefit liability (IAS 19)	707	2,508
Accumulated loss	(591,207)	(536,657)
Equity attributable to owners of the Company	1,014,775	1,149,525
Total equity	1,015,786	1,150,292
Total liabilities and equity	$ 1,064,338	$ 1,203,458

Consolidated Statements of Profit or Loss and Other Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Total cost of revenues	$ 30,856	$ 29,582	$ 9,371
Gross profit	25,458	14,051	1,122
Research and development expenses, net	62,004	75,763	41,686
Sales and marketing expenses	31,707	38,833	22,713
General and administrative expenses	58,254	30,457	19,644
Other income, net	1,627
Impairment losses on intangible assets		40,523	140,290
Operating loss	(124,880)	(171,525)	(223,211)
Finance income	70,934	22,965	17,909
Finance expenses	1,652	79,471	428
Loss before taxes on income	(55,598)	(228,031)	(205,730)
Taxes benefit (expenses)	(62)	(264)	4,906
Loss for the year	(55,660)	(228,295)	(200,824)
Loss attributable to non-controlling interests	(1,110)	(872)	(47)
Loss attributable to owners	$ (54,550)	$ (227,423)	$ (200,777)
Loss per share
Basic loss per share (in Dollars per share)	$ (0.22)	$ (0.88)	$ (0.81)
Diluted loss per share (in Dollars per share)	$ (0.22)	$ (0.88)	$ (0.83)
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	$ 2,368	$ (844)	$ (46)
Other comprehensive income items that will not be transferred to profit or loss
Remeasurement of net defined benefit liability (IAS 19), net of tax	(1,801)	2,508
Total other comprehensive income (loss) for the year	567	1,664	(46)
Total comprehensive loss for the year	(55,093)	(226,631)	(200,870)
Comprehensive loss attributable to non-controlling interests	(1,088)	(892)	(69)
Comprehensive loss attributable to owners of the Company	(54,005)	(225,739)	(200,801)
Revenues
Total cost of revenues	56,314	43,633	10,493
Cost of revenues
Total cost of revenues	30,759	24,943	5,730
Business combination and technology
Total cost of revenues	$ 97	$ 4,639	$ 3,641

Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Share capital

Share premium and capital reserves

Remeasurement of IAS 19

Treasury shares

Foreign currency translation reserve

Accumulated loss

Total

Non-controlling interests

Total

Balance at Dec. 31, 2020

$ 257,225

$ 518,426

$ (1,509)

$ 1,431

$ (108,457)

$ 667,116

Investment of non-controlling party in subsidiary

944

Loss for the year

(200,777)

(47)

(200,824)

Other comprehensive income (loss) for the year

(24)

(22)

(46)

Issuance of ordinary shares, net

114,024

^[1]

682,322

^[1]

796,346

^[1]

796,346

^[1]

Exercise of warrants, options and vesting of RSUs

6,219

(3,176)

3,043

Share issuance as part of business combination

9,197

29,522

38,719

Share-based payments

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

Investment of non-controlling party in subsidiary

784

Loss for the year

(227,423)

(872)

(228,295)

Other comprehensive income (loss) for the year

2,508

(824)

1,684

(20)

1,664

Exercise of warrants, options and vesting of RSUs

1,741

(1,741)

Share-based payment acquired

(1,005)

Share-based payments

32,913

Balance at Dec. 31, 2022

388,406

1,296,194

2,508

(1,509)

583

(536,657)

1,149,525

767

1,150,292

Investment of non-controlling party in subsidiary

1,332

Loss for the year

(54,550)

(1,110)

(55,660)

Other comprehensive income (loss) for the year

(1,801)

2,346

545

22

567

Exercise of warrants, options and vesting of RSUs

12,294

(12,294)

Repurchase of treasury shares

(96,387)

Share-based payment acquired

(4,459)

Share-based payments

20,101

Balance at Dec. 31, 2023

$ 400,700

$ 1,299,542

$ 707

$ (97,896)

$ 2,929

$ (591,207)

$ 1,014,775

$ 1,011

$ 1,015,786

[1]	See Note 12 for more information regarding issuance of ordinary shares.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flow from operating activities:
Net loss	$ (55,660)	$ (228,295)	$ (200,824)
Adjustments:
Depreciation and amortization	6,544	7,283	7,383
Impairment losses		40,523	140,290
Financing income net	(46,281)	(1,769)	(6,873)
Revaluation of financial liabilities accounted at fair value	461	(4,516)	(10,608)
Revaluation of financial assets accounted at fair value	(23,462)	62,791
Loss from disposal of property plant and equipment and right-of-use assets	326	948	567
Increase in deferred tax	(11)	(581)	(5,013)
Share-based payments	20,101	32,563	29,782
Other	164	166	(70)
Profit loss	(42,158)	137,408	155,458
Changes in assets and liabilities:
(Increase) decrease in inventory	(340)	(4,603)	2,382
Increase in other receivables	(5,775)	(1,978)	(429)
Increase in trade receivables	(5,603)	(1,992)	(449)
Increase in other payables	4,856	5,281	1,139
Increase (decrease) in employee benefits	(1,478)	1,497
Increase in trade payables	1,089	628	74
Changes in assets and liabilities	(7,251)	(1,167)	2,717
Net cash used in operating activities	(105,069)	(92,054)	(42,649)
Cash flow from investing activities:
Change in bank deposits	(189,060)	141,555	(416,019)
Interest received	41,529	17,465	3,706
Change in restricted bank deposits	(27)	(327)	(32)
Acquisition of property plant and equipment	(9,098)	(9,388)	(9,761)
Acquisition of intangible asset	(1,524)
Acquisition of subsidiaries, net of cash acquired		(31,057)	(74,574)
Payment of a liability for contingent consideration in a business combination	(9,255)	(10,708)
Acquisition of financial assets in fair value through profit and loss		(177,775)
Decrease in deposit in escrow		3,362
Other	835	(800)
Net cash used in investing activities	(166,600)	(67,673)	(496,680)
Cash flow from financing activities:
Proceeds from issuance of ordinary shares, warrants and convertible notes, net			805,497
Exercise of warrants and options			212
Lease payments	(4,823)	(4,151)	(1,494)
Repayment long-term bank debt	(536)	(406)	(814)
Proceeds from non-controlling interests	1,089	510	944
Amounts recognized in respect of government grants liability	(298)	(221)	(96)
Payments of share price protection recognized in business combination	(4,459)	(1,005)
Repurchase of treasury shares	(96,387)
Net cash from (used in) financing activities	(105,414)	(5,273)	804,249
Increase (decrease) in cash and cash equivalents	(377,083)	(165,000)	264,920
Cash and cash equivalents at beginning of the year	685,362	853,626	585,338
Effect of exchange rate fluctuations on cash	1,292	(3,264)	3,368
Cash and cash equivalents at end of the year	309,571	685,362	853,626
Non-cash transactions:
Intangible asset acquired on credit	711
Property plant and equipment acquired on credit	214	52	249
Recognition of a right-of-use asset	929	15,196	1,919
Conversion of convertible notes and warrants to equity			$ 2,830

General

12 Months Ended

Dec. 31, 2023

General [Abstract]

General

Note 1 – General

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. Unless otherwise indicated, all references to the “Company,” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd. (“GIS”), a United Kingdom corporation, Nano Dimension Technologies Ltd. (“Nano Tech”), an Israeli corporation, Essemtec AG (“Essemtec”) and Nano Dimension Swiss GmbH (“Nano Swiss”), Swiss corporations, Formatec Holding B.V. (“Formatec Holding”), Admatec Europe B.V. (“Admatec”), and Formatec Technical Ceramics B.V. (“Formatec”), Dutch corporations, Nano Dimension USA Inc. (“Nano USA”), a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH (“Nano Germany”) and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd. (“Nano Australia”), an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, and Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation. The consolidated financial statements of the Company as of December 31, 2023, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany, in the United Kingdom, in the Netherlands, Australia and in Hong Kong (together referred to as the “Group”). The Company engages in advance additive manufacturing (also known as “3D”) solutions. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).

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. In the fourth quarter of 2017 the Group began commercializing its products and its ability to generate significant revenues and achieve profitability depends on its ability to successfully complete the development of, and to continue to commercialize, its products, including consumables.

B.

Material events in the reporting period

(1)

Change in interest curves and inflation expectations

Since 2021, inflation rates in Israel and the world have been rising – in 2021 and 2022, the Consumer Price Index in Israel increased, an increase that continued also in 2023. Along with the worldwide rise in prices, central banks around the world decided to raise interest rates with the aim of curbing rising prices. The changes in interest rates and the rise in inflation rates had a significant effect on items in the financial statements as described in the following notes:

●

Note 18 on employee benefits, with respect to remeasurement of actuarial liabilities.

●

Note 20 on financial risks, with respect to linkage and currency risk.

(2)

Iron Swords War in Israel

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks (the “Iron Swords War”). Following this, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the chain of supply and production, a decrease in the volume of national transportation, a shortage in manpower as well as a decrease in the value of financial assets and a rise in the exchange rate of foreign currencies in relation to the NIS. There was no material impact on the Company’s operations and revenues.

Basis of Preparation

12 Months Ended

Dec. 31, 2023

Basis of Preparation [Abstract]

Basis of Preparation

Note 2 – Basis 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 issuance by the Company’s board of directors on March 20, 2024.

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 for the following assets and liabilities:

●

Financial instruments, derivatives and other assets and liabilities measured at fair value through profit or loss;

●

Deferred tax assets and liabilities; and

●

Assets and liabilities for employee benefits.

For further information regarding the measurement of these assets and liabilities see Note 3 regarding material accounting policies.

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

In 2021 and 2022, the Group examined whether there was an impairment of goodwill, intangibles and property, plant and equipment that were allocated to cash generating units, in accordance with the accounting policy presented in Note 3 below. Recoverable amounts of cash-generating units were determined on the basis of value-in-use calculations. These calculations require the use of estimates.

During those years, 2021 and 2022, there was a decline in the value of the Group’s 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 Group of the said cash-generating units was reduced by approximately $40,523 and $140,290 in the years 2022 and 2021, respectively.

For information on key assumptions used in calculation of the recoverable amount, see Note 8.D 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 sensitivity analysis see Note 20.D regarding financial instruments.

F.	Initial application of new standards, amendments to standards and interpretations

Amendment to IAS 1, Presentation of Financial Statements: “Disclosure of Accounting Policies” (“the Amendment”)

According to the Amendment, companies must provide disclosure of their material accounting policies rather than their material Accounting Policies. Pursuant to the Amendment, accounting policy information is material if, when considered with other information disclosed in the financial statements, it can be reasonably be expected to influence decisions that the users of the financial statements make on the basis of those financial statements.

The Amendment also clarifies that accounting policy information is expected to be material if, without it, the users of the financial statements would be unable to understand other material information in the financial statements. The Amendment also clarifies that immaterial accounting policy information need not be disclosed.

The Amendment is initially applied in the annual financial statements for 2023. As a result of applying the Amendment, the extent of the accounting policy disclosure provided in the financial statements for 2023 was reduced and adjusted according to the Company’s specific circumstances.

Material Accounting Policies

12 Months Ended

Dec. 31, 2023

Material Accounting Policies [Abstract]

Material Accounting Policies

Note 3 – Material 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. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, then the Group may implement the concentration test, according to which the set of assets and activities acquired do not constitute a business. 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, less the net amount of the identifiable assets acquired and the liabilities assumed. Any goodwill that arises is tested annually for impairment.

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 classified as a financial liability and 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.

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.

B.

Foreign currency

(1)

Foreign currency transactions

Transactions in currencies other than the USD are translated into 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 from 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, mainly the average exchange rates during the period.

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.

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.

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

	Consumer Price Index		Euro			CHF			NIS			GBP
December 31, 2023		111.20		1.11			1.19			0.28			1.27
December 31, 2022		108.00		1.07			1.08			0.28			1.20
December 31, 2021		102.60		1.13			1.09			0.32			1.35
Change in percentages:
Year ended December 31, 2023		2.96		3.71			9.70			(2.98	)		5.80
Year ended December 31, 2022		5.26		(5.62	)		(0.54	)		(11.62	)		(10.80	)
Year ended December 31, 2021		1.48		(7.38	)		(3.54	)		3.23			(0.74	)

C.

Revenue recognition

The Group recognizes revenue when the customer obtains control over the promised goods or services. 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.

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 at 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.

When the consideration for the contract is in a form other than cash, the Group measures the non-cash consideration at fair value. In trade-up contracts, the Group delivers new printer and receives previous model printer and cash. The Group needs to evaluate the fair value of the printer received. In doing so, the Group measures the difference between the SSP of the new printer and the cash received.

D.

Financial instruments

(1)

Trade receivables

The Group initially recognizes trade receivables on the date that they are created. A trade receivables without a significant financing component is initially measured at the transaction price and subsequently measured at amortized cost. 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.

On each reporting date, the Group assesses whether the trade receivables carried at amortized cost are credit-impaired. The Group’s policy for estimating the credit losses on trade receivables includes analysis of such items as aging, credit worthiness, payment history, and historical bad debt experience.

Provisions for expected credit losses of financial assets measured at amortized cost are deducted from the gross carrying amount of the financial assets.

(2)

Investment in securities

The Group measures investment in equity instruments in fair value through profit and loss.

(3)

Derivative financial liabilities

Measurement of derivative financial instruments

Derivatives are recognized initially at fair value. 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.

(4)

Repurchase of share capital

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.

E.

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.

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 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, equipment and vehicles		7 – 25
Computers (mainly 33%)		10 – 33
Office furniture and equipment		7 – 20
Leasehold Improvements (mainly 25%)		10 – 33
Buildings		3.5

F.

Intangible assets

(1)

Research and development

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 Group did not capitalize development expenses because the Group estimated that not all aforementioned conditions were met.

(2)

Other intangible assets

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

(3)

Amortization

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.

G.

Impairment of non-financial assets

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”). The Group recognized six cash generating units.

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 its subsidiaries, 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.

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.

Government grants

Grants received from the Israeli Innovation Authority (“IIA”) are recognized as a liability according to their fair value on the date of their receipt. 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. 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.

J.

Leases

Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments, and concurrently recognizes a right-of-use asset at the same amount of the lease liability.

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 on a straight-line basis over the shorter of the lease term or useful life of the asset, as follows:

Buildings		1-5 years
Vehicles		3 years

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.

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.

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

K.

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 and assets 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.

In the statements of cash flows, interest paid is presented as part of cash flows from financing activities and interest received is presented as part of cash flows from investing activities.

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.

L.

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 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.

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.

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.

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.

For more information regarding the deferred tax assets and liabilities, see note 16.

M.

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. 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.

Post-employment benefits for Essemtec employees are treated as defined benefit plans.

N.	Share-based payment transactions

The Group mainly uses grants of restricted share units (“RSUs”) in order to incentivize the performance of officers and other key employees, and to members of the board of directors and observers who are not employees. The grant date fair value of share-based payment awards granted 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 amount recognized as an expense in respect of share-based payment awards that are conditional upon meeting service and non-market performance conditions, is adjusted to reflect the number of awards that are expected to vest.

Cash and Cash Equivalent

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalent [Abstract]

Cash and cash equivalent

Note 4.A – Cash and cash equivalents

	December 31,
	2022		2023
Denominated in NIS		37,812		24,537
Denominated in USD		639,318		278,993
Denominated in GBP		2,643		663
Denominated in EURO		4,176		3,913
Denominated in CHF		1,380		1,437
Other		33		28
		685,362		309,571

Note 4.B – Restricted deposits

The Group has restricted deposits of $881 for the lease of its offices and labs and $60 for credit cards. The deposits are not linked and bear an annual interest rate of 0.01%-5.1%. 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 $541,967 (2022: $346,663), which are presented under current assets. The deposits bear an annual and fixed interest rate of between 4.6%-7.17%.

The deposits period is between three months to one year.

Trade Receivables

12 Months Ended

Dec. 31, 2023

Trade Receivables [Abstract]

Trade receivables

Note 5.A – Trade receivables

	December 31,
	2022			2023
Trade receivables		6,770			13,370
Provision for impairment (*)		(428	)		(660	)
		6,342			12,710

(*) All impairment losses derive from contracts with customers.

Note 5.B – Other receivables

	December 31,
	2022		2023
Government authorities		2,495		1,956
Prepaid expenses		1,895		1,777
Others (*)		2,910		7,557
		7,300		11,290

Presented under current assets		6,491		11,290
Presented under non-current assets		809		—

(*) Including $6,353 in receivables for reimbursement of damaged inventory (see note 6).

Inventory

12 Months Ended

Dec. 31, 2023

Inventory [Abstract]

Inventory

Note 6 – Inventory

	December 31,
	2022		2023
Raw materials and work in progress		14,924		12,134
Finished goods		4,476		6,256
		19,400		18,390

During the reporting period, the Group’s warehouse located in the south of Israel suffered physical damage due to a direct missile hit related to the Iron Swords War, as described in Note 1(B)(2). As a result, damaged inventory in the amount of $4,959 was written off. The damage was covered by government authorities, part of which was received in November 2023, and the remainder in February 2024. The Group is in the process of claiming additional compensation from its insurance policy, which compensates the profit margin of that inventory. The amount of $3,774, which represents the net excess of the receivables from the government authorities over the cost of the inventory damaged, was recognized in other income.

Property Plant and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property Plant and Equipment, Net [Abstract]

Property plant and equipment, net

Note 7 – Property plant and equipment, net

	Machinery, equipment and vehicles			Computers			Office furniture and equipment			Leasehold improvements			Raw materials for property			Buildings			Total
Cost
As of January 1, 2022		8,490			1,870			795			2,579			439			6,064			20,237
Acquisitions through business combinations		391			65			120			43			—			—			619
Additions		3,125			2,075			677			3,543			—			20			9,440
Disposals		(464	)		(23	)		—			—			(439	)		—			(926	)
Effect of changes in exchange rates		267			(42	)		(1	)		(35	)		—			(24	)		165
As of December 31, 2022		11,809			3,945			1,591			6,130			—			6,060			29,535
Additions		7,179			984			241			3,509			—			110			12,023
Disposals		(393	)		(13	)		(23	)		(204	)		—			—			(633	)
Effect of changes in exchange rates		454			111			44			16			—			611			1,236
As of December 31, 2023		19,049			5,027			1,853			9,451			—			6,781			42,161

Depreciation accrued
As of January 1, 2022		8,490			1,870			795			935			439			18			12,547
Additions		99			496			74			838			—			205			1,712
Impairment loss		3,343			1,552			696			4,326			(439	)		—			9,478
Effect of changes in exchange rates		(123	)		27			26			31			—			(6	)		(45	)
As of December 31, 2022		11,809			3,945			1,591			6,130			—			217			23,692
Additions		921			169			70			581			—			231			1,972
Disposals		(253	)		(8	)		(7	)		(111	)		—			—			(379	)
Effect of changes in exchange rates		(14	)		81			43			11			—			39			160
As of December 31, 2023		12,463			4,187			1,697			6,611			—			487			25,445

Carrying amount
As of December 31, 2022		—			—			—			—			—			5,843			5,843
As of December 31, 2023		6,586			840			156			2,840			—			6,294			16,716

During the year ended December 31, 2023, the Group acquired $726 (2022: $512) of property and equipment on credit.

A. Impairment loss

As part of the impairment testing of cash generating units, impairment losses of property, plant and equipment were recognized in 2022 and 2021 in the amount of approximately $9,478 and $8,031. For further information regarding the impairment test, see Note 8.D.

Intangible Assets

12 Months Ended

Dec. 31, 2023

Intangible Assets [Abstract]

Intangible assets

Note 8 – Intangible assets

A.

Movement in carrying amount

	Goodwill			Technology			Development Costs			Other intangible assets			Total
Cost
As of January 1, 2022		89,244			39,987			7,672			2,853			139,756
Acquisitions through business combinations		22,050			8,902			—			2,497			33,449
Effect of changes in exchange rates		—			(453	)		—			48			(405	)
As of December 31, 2022		111,294			48,436			7,672			5,398			172,800
Acquisitions of intangible		—			2,235			—			—			2,235
As of December 31, 2023		111,294			50,671			7,672			5,398			175,035

Amortization and impairment losses
As of January 1, 2022		(89,244	)		(39,987	)		(7,672	)		(2,853	)		(139,756	)
Amortization for the year		—			(1,654	)		—			(348	)		(2,002	)
Effect of changes in exchange rates		—			13			—			(10	)		3
Impairment loss		(22,050	)		(39,987	)		—			(2,187	)		(31,045	)
As of December 31, 2022		(111,294	)		(48,436	)		(7,672	)		(5,398	)		(172,800	)
As of December 31, 2023		(111,294	)		(48,436	)		(7,672	)		(5,398	)		(172,800	)
Carrying amount
As of December 31, 2022		—			—			—			—			—
As of December 31, 2023		—			2,235			—			—			2,235

B.

Acquisitions

In August 2023, the Group acquired the technology and intellectual property of the U.K.-based company Additive Flow, which supplies solutions for 3D design simulation and optimization, for 1,760 thousand GBP ($2,235). An amount of 1,200 thousand GBP ($1,524) was paid immediately, and the rest of the consideration was transferred to the seller in February 2024. The Group intends to integrate Additive Flow’s technology as part of its research and development. Therefore, the acquired intangible asset has not yet begun to be amortized.

C.

Amortization

No amortization was recognized in 2023. In 2022, the current amortization of technology and of development costs and backlogs (included in “other intangibles assets”) was allocated to the cost of revenues. The current amortization of trademarks (included in “other intangibles assets”) was recognized in selling and distribution expenses. Amortization is recognized on a straight-line basis, except for backlogs which were amortized when inventory was sold.

D.

Impairment testing for cash-generating units containing goodwill

In 2022 and 2021, 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 tested the goodwill acquired from the acquisition of GIS and Formatec Holding (2021: 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 could not be allocated reasonably and consistently to cash-generating units and therefore were allocated to the Group level.

The estimated recoverable amount of the cash generating units was based on the higher between the fair value less costs of disposal and the value-in-use of the Group. The value-in-use 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 impairment losses of $40,523 and $140,290 were recognized in 2022 and 2021, respectively. The impairment losses were allocated to goodwill, intangible assets and property plant and equipment.

The estimated fair value less cost of sale of some property, plant and equipment assets and right of use assets was higher than its carrying amount, and therefore the impairment loss was not allocated to those assets.

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 interest, tax, depreciation and amortization) margins. These assumptions are as follows:

(1) Discount rate

In 2022, the discount rate was estimated based on an industry average weighted average cost of capital, without debt leveraging, and was estimated to 21% (2021: 20%). The discount rate was 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 were based on the Company’s budget, growth plans and available market information. Assumptions:

2022		2021
Revenues annual growth rate is expected to gradually decrease from 35.8% in 2023 to 21.5% in 2027.		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

2022		2021
EBITDA margin is expected to gradually increase from negative 153.8% in 2023, to negative 47.6% in 2027.		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

In 2022, due to significant operating losses throughout the projection period, no tax expenses were recognized. In 2021, the effective tax rate during the projection period was 16%.

Subsidiaries

12 Months Ended

Dec. 31, 2023

Subsidiaries [Abstract]

Subsidiaries

Note 9 – Subsidiaries

A.

Details in respect of subsidiaries

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

	Principal location of the	2022			2023
Name of company	company’s activity		%			%
Nano Dimension Technologies Ltd.	Israel		100	%		100	%
Nano Dimension USA Inc.	USA		100	%		100	%
Nano Dimension (HK) Limited	Asia-Pacific		100	%		100	%
Nano Dimension Australia Pty Ltd. (1)	Australia		—	%		100	%
Nano Dimension GmbH	Germany		100	%		100	%
J.A.M.E.S GmbH	Germany		50	%		50	%
Essemtec AG	Switzerland		100	%		100	%
Nano Dimension Swiss GmbH	Switzerland		100	%		100	%
Global Inkjet Systems Ltd. (2)	UK		100	%		100	%
Formatec Holding B.V. (2)	Netherlands		100	%		100	%

(1)	In January 2023, the Company established an Australian-based subsidiary, Nano Australia. Nano Australia will perform sales and marketing activity and engage in possible collaboration agreements.

(2)	See note 9B.

B.

Acquisition of subsidiaries

Business combinations during 2022

(1) Acquisition of GIS

On January 4, 2022, the Company acquired 100% of the shares and voting interests in GIS, a company incorporated under the laws of England & Wales. GIS is a developer and supplier of high-performance control electronics, software, and ink delivery systems. Taking control of GIS will enable the Group access to GIS’s technology and software, and will enable faster product development.

Consideration transferred

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

Cash			23,568
Deferred consideration			772
Earn-out cash consideration – Contingent consideration			5,196
Total consideration transferred			29,536

a)

Deferred consideration

The Company will pay GIS’s selling shareholders the amount of GBP 1,000 thousand (as of January 4, 2022, approximately $1,349) on April 1, 2024. The deferred consideration for shareholders who represent approximately 39% of the selling shareholders is contingent on their continued employment. Therefore, this amount is not part of the business combination, but of the employee benefits as described in note 18. Regarding the amendment of the share purchase agreement in respect of deferred consideration, see below.

b)

Earn-out cash consideration – Contingent Consideration

The Company will pay GIS’s selling shareholders earn-out payments, depending on certain targets, in an aggregate amount of up to GBP 7,000 thousand (“GIS earn-out consideration”) as follows:

(i)

EBITDA based earn-out (maximum of up to GBP 1,000 thousand of the GIS earn-out consideration) – In the event that GIS generates, during the fiscal year ending on March 31, 2022, EBITDA of at least GBP 396 thousand (as of January 4, 2022, approximately $535) (“GIS EBITDA target”).

If the actual amount of EBITDA that was achieved by GIS during this period is equal to or lower than 50% of the GIS EBITDA target, then GIS’s selling 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 GIS during this period is lower than the GIS EBITDA target but higher than 50% of the GIS EBITDA target, then GIS’s selling shareholders shall be entitled to a portion of the EBITDA-based earn-out consideration based according to this formula:

EBITDA consideration * (1 – (GIS EBITDA target - Actual EBITDA)*2/GIS EBITDA target).

(ii)

Gross profit based earn-out (maximum of up to GPB 3,000 thousand of the GIS earn-out consideration) – In the event that GIS generates, during the fiscal year ending on March 31, 2023, gross profit of at least GBP 6,962 thousand (as of January 4, 2022, approximately $9,364) (“GIS gross profit target”).

If the actual gross profit that was achieved by GIS during this period is equal to or lower than GBP 5,570 thousand (“GIS gross profit threshold”), then GIS’s selling shareholders shall not be entitled to receive any portion of the gross profit-based earn-out consideration.

If the actual gross profit that was achieved by GIS during this period is lower than GIS gross profit target but higher than the GIS gross profit threshold, then GIS’s selling shareholders shall be entitled to a portion of the GIS gross profit based earn-out consideration according to this formula:

Profit consideration * (1 - (GIS gross profit target – actual gross profit)*5/GIS gross profit target).

(iii)

Revenues based earn-out (maximum of up to GPB 3,000 thousand of the GIS earn-out consideration) – In the event that GIS generates, during the fiscal year ending on March 31, 2023, revenues of at least GBP 9,537 thousand (as of January 4, 2022, approximately $12,869) (“GIS revenues target”).

If the actual revenues that was achieved by GIS during this period is equal to or lower than GBP 8,584 thousand (“GIS revenues threshold”), then GIS’s selling shareholders shall not be entitled to receive any portion of the revenues based earn-out consideration.

If the actual revenues that was achieved by GIS during this period is lower than GIS revenues target but higher than the GIS revenues threshold, then GIS’s selling shareholders shall be entitled to a portion of the revenues-based earn-out consideration according to this formula:

GIS revenues consideration * (1 - (GIS revenues target – actual revenues)*10/GIS revenues target).

The earn-out consideration for shareholders who represent approximately 39% of the selling shareholders, is contingent on their continued employment. Therefore, this amount is not part of the business combination, but of the employee benefits as described in note 18.

In August 2022, the Company paid GBP 1,000 thousand ($1,163), after GIS surpassed the GIS EBITDA target.

Regarding the amendment of the GIS share purchase agreement in respect of contingent consideration, see below.

Amendment to the deferred and Contingent Consideration

In July 2022, an amendment to the GIS share purchase agreement was signed, in which the terms of the deferred and contingent consideration were updated, as follows:

1)

The deferred consideration will amount to GBP 750 thousand and will be paid on March 31, 2023 (except for one selling shareholder, as detailed below). There is no change in the condition that 39% of the selling shareholders are required to continued employment in order to be entitled to this consideration.

2)

The remaining contingent consideration that has not yet been paid in the amount of up to GBP 6,000 thousand, will be reduced to amount of GBP 4,500 thousand and will be paid unconditionally on March 31, 2023 (except for one selling shareholder, as detailed below). There is no change in the condition that 39% of the selling shareholders are required to continue employment in order to be entitled to this consideration.

3)

One selling shareholder (among the shareholders that are required to the continued employment) will receive his share of the updated deferred consideration on the following dates on the condition he remains employed: approximately GBP 522 thousand on June 30, 2023; approximately GBP 348 thousand on June 30, 2024; approximately GBP 435 thousand on June 30, 2025.

According to the amendment, the Company paid during 2023 an amount of $5,544 in order to settle the liabilities mentioned above.

c)

Acquisition-related costs

The Group incurred acquisition-related costs of $1,094 of 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.

Cash and cash equivalents	5,409
Inventories	3,396
Other current assets	1,199
Property and equipment, net	139
Technology	5,924
Customer relationships	548
Goodwill	14,580
Trade accounts payable	(12	)
Other accounts payable and accrued expenses	(1,064	)
Deferred tax	(583	)
Total identifiable net assets acquired	29,536

Measurement of fair value

Below is information regarding the way the Group determined the fair value of assets and liabilities recognized as part of the business combination:

a)

Intangible assets

The fair value of the technology asset is determined using the multi-period excess earnings method, whereby the subject asset is valued by the discounted net cash flows expected to be generated by the technology, after deducting a fair return on all other assets that are part of creating the related cash flows. The fair value of customer relationship asset is based on the cost saving method, whereby the subject asset is valued by the discounted estimated payments that are expected to be avoided as a result of the customer relationship being owned.

b)

Inventories

The fair value of inventories is determined based on estimated selling price in the ordinary course of business less estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

c)

Deferred revenues

The fair value of deferred revenues is determined based on estimated costs to be incurred in order to fulfill the performance obligation that exists.

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

Cash and cash equivalents paid	(23,568	)
Cash and cash equivalents of GIS	5,409
	(18,159	)

Goodwill

The goodwill is attributable mainly to the skills and technical talent of GIS’s work force, its technology and the synergies expected to be achieved from integrating GIS 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 Formatec Holding

On July 7, 2022, the Group acquired 100% of the shares and voting interests in Formatec Holding. Formatec Holding is the owner of two Dutch companies: Admatec and Formatec. Admatec and Formatec operate in the field of 3D printing of non-electronic components from ceramic and metallic materials. Admatec is a manufacturer and marketer of these types of 3D printers and provides various services in this field of printing. Formatec develops and sells printers and materials and provides printing services to customers, both of models and of final products (which may also be produced using traditional systems, and not necessarily using 3D printing). Taking control of Formatec Holding will provide the Group access to Admatec’s and Formatec’s technology and customers, and benefit from its experienced scientists and engineers.

Consideration transferred

The total consideration for the purchased Formatec Holding shares was paid in cash in the amount of approximately $13,611.

The Group incurred acquisition-related costs of $888 of 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.

Cash and cash equivalents	712
Trade and other receivables	691
Inventory	827
Property and equipment, net	480
Right-of-use assets	627
Deferred tax asset	857
Customer relationships	1,690
Intangible assets	3,237
Goodwill	7,470
Trade and other payables	(1,275	)
Lease liability	(434	)
Deferred tax liabilities	(1,271	)
Total identifiable net assets acquired	13,611

Measurement of fair value

The fair value of the intangible assets (Customer relationships, Technology and Backlog) is determined using the multi-period excess earnings method, whereby the subject asset is valued by the discounted net cash flows expected to be generated by the intangible asset, after deducting a fair return on all other assets that are part of creating the related cash flows.

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

Cash and cash equivalents paid	(13,611	)
Cash and cash equivalents of Formatec Holding	712
	(12,899	)

Goodwill

The goodwill is attributable mainly to the skills and technical talent of Admatec’s and Formatec’s work force, their technology and the synergies expected to be achieved from integrating Admatec and Formatec into the Group’s existing business. Admatec and Formatec fit 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.

Other Payables

12 Months Ended

Dec. 31, 2023

Other Payables [Abstract]

Other payables

Note 10 – Other payables

	December 31,
	2022		2023
Accrued expenses and other		4,899		7,208
Contract liabilities		3,330		3,857
Lease liability		4,846		4,473
Employees and related liabilities		8,917		11,252
Government authorities		1,664		2,686
Current maturities in respect of government grants		494		262
		24,150		29,738

Liability in Respect of Government Grants

12 Months Ended

Dec. 31, 2023

Liability in Respect of Government Grants [Abstract]

Liability in respect of government grants

Note 11 – Liability in respect of government grants

	2022			2023
Balance as of January 1		1,988			1,986
Payment of royalties		(219	)		(298	)
Revaluation of the liability		217			469
Balance as of December 31		1,986			2,157

Current maturities in respect of government grants		494			262
Non-current liability in respect of government grants		1,492			1,895

Between the years 2014 to 2023, Nano Tech received several grants from the Israeli Innovation Authority (“IIA”), to finance development projects in an aggregate amount of up to $8,745, while the IIA share of financing the aforesaid amount was in a range of 30% to 85% of expenditures. As of December 31, 2023, Nano Tech received grants in the aggregate amount of $3,843. In consideration, Nano Tech undertook to pay the IIA royalties at the rate of 3%-3.5% of the future sales up to the amount of the grants received. The Group recognized a liability using a discount rate of 19%.

Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Note 12 – Equity

A.

The Company’s share capital (in thousands of ordinary shares)

	Ordinary shares
	2022		2023
Issued and paid-up share capital as of December 31		258,564		235,597
Authorized share capital		500,000		500,000

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

	Ordinary shares
	2022		2023
Issued as of January 1		257,376		258,564
Repurchase of treasury shares		—		(32,016	)
Exercise of warrants during the period (*)		—		3,559
Exercise of share options and RSUs during the period		1,188		5,490
Issued and paid-in share capital as of December 31		258,564		235,597

(*)

See note 23(L).

B.

Financing transactions

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, before deducting underwriting discounts and commissions and other offering-related expenses. The total net proceeds from the offerings, after deducting issuance expenses, were approximately $796,346. 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, 2023, the Company held 32,026,894 ordinary shares, constituting approximately 12% of its issued and paid-in share capital. The rights attached to the Company’s own shares that were acquired are suspended until their re-issuance.

In February 2023, the Company announced that it would put into action its previously authorized share repurchase plan allowing us to invest up to $100,000 to repurchase the Company’s ADSs from time to time in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The repurchase plan was approved by the Israeli court in in August 2022 for a period of up to 12 months and later extended for an additional two months. The repurchase plan expired on October 12, 2023, with $4,160,138 remaining, and thereafter no longer eligible for repurchases under such plan.

In August 2023, our board of directors authorized an additional 200 million repurchase plan (the “$200,000 Repurchase Plan”), allowing us to invest up to $200,000 to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The Israeli court approved the 200 million Repurchase Plan in October 2023 and extended for a twelve-month period. The $200,000 Repurchase Plan went into effect on October 17, 2023. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, under the Exchange Act, and other applicable law, and are subject to the approval of the Israeli court, which was granted in October 2023. Under the $200,000 Repurchase Plan, we may repurchase all or a portion of the authorized repurchase amount. The $200,000 Repurchase Plan does not obligate us to repurchase any specific number of the ordinary shares and may be suspended or terminated at any time at management’s discretion.

D.

Translation reserve from foreign operations

The movement in the foreign currency translation reserve is as follows:

		For the year ended December 31,
		2022			2023
	Currency	Thousand USD
Net change in foreign currency translation reserve for:
GIS	GBP		(1,221	)		205
Admatec-Formatec	EURO		302			85
Essemtec and Nano Swiss	CHF		114			1,910
Other			(19	)		146
			(824	)		2,346

E.	Rights Plan

In January 2024, the Company entered into a rights agreement, or the Rights Plan, with the intention to protect the long-term interests of the Company’s ADS holders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over our Company. Further to those goals, the rights under the Rights Plan may cause substantial dilution to a person or group that acquires beneficial ownership of 10% or more of the Company’s ordinary shares then outstanding or any existing holder of 10% or more of the beneficial ownership of the Company’s ordinary shares who shall acquire any additional ordinary shares.

Revenues

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

Revenues

Note 13 – Revenues

	For the year ended December 31
	2021		2022		2023
Consumables		1,631		5,487		7,795
Support services		1,117		3,217		4,590
Sales of systems		7,250		34,929		43,929
Research and development services		495		—		—
Total revenue		10,493		43,633		56,314

Revenues per geographical locations:

	For the year ended December 31
	2021		2022		2023
Americas		2,513		14,309		22,340
APAC		743		4,361		2,947
EMEA		7,237		24,963		31,027
Total revenue		10,493		43,633		56,314

Timing of revenue recognition:

	For the year ended December 31
	2021		2022		2023
Services transferred over time		1,074		3,217		4,590
Goods transferred at a point in time		9,419		40,416		51,724
Total revenue		10,493		43,633		56,314

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

	For the year ended December 31
	2022		2023
Trade receivables		6,342		12,710
Contract liabilities		3,330		3,857

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.

Cost of Revenues

12 Months Ended

Dec. 31, 2023

Cost of Revenues [Abstract]

Cost of revenues

Note 14 – Cost of revenues

	For the year ended December 31
	2021		2022		2023
Raw materials, materials and consumables		3,585		15,915		18,696
Payroll and related expenses		1,412		7,180		9,586
Other		733		1,848		2,477
Total		5,730		24,943		30,759

Further Detail of Profit or Loss

12 Months Ended

Dec. 31, 2023

Further Detail of Profit or Loss [Abstract]

Further detail of profit or loss

Note 15 – Further detail of profit or loss

	For the year ended December 31
	2021			2022		2023
A. Research and development expenses, net
Payroll		14,604			35,638		33,462
Share-based payment expenses		14,238			17,424		7,722
Materials		2,764			6,881		6,584
Subcontractors		2,864			10,344		6,717
Patent registration		441			506		689
Depreciation		5,697			3,038		3,859
Rental fees and maintenance		559			642		1,081
Other		637			1,290		1,890
		41,804			75,763		62,004
Less – government grants		(118	)		—		—
		41,686			75,763		62,004
B. Sales and marketing expenses
Payroll		8,283			20,057		19,075
Share-based payment expenses		8,569			8,616		2,490
Marketing and advertising		4,053			5,057		4,685
Rental fees and maintenance		365			392		319
Travel abroad		749			2,567		2,555
Depreciation		318			1,502		1,369
Other		376			642		1,214
		22,713			38,833		31,707

C. General and administrative expenses
Payroll		2,880			9,321		14,032
Share-based payment expenses		6,974			4,940		8,448
Professional services		6,993			9,701		29,122
Office expenses		1,065			2,704		1,613
Travel abroad		461			743		674
Depreciation		210			563		926
Rental fees and maintenance		97			286		515
Other		964			2,199		2,924
		19,644			30,457		58,254
D. Other income, net
Other income (*)		—			—		3,774
Other expenses (**)		—			—		(2,147	)
		—			—		1,627

E. Finance income
Revaluation of liability in respect of government grants		25			—		—
Exchange rate differences		3,444			—		1,568
Revaluation of liabilities (***)		10,608			4,516		—
Revaluation of financial assets at fair value through profit and loss (****)		—			—		23,462
Bank interest		3,832			18,449		45,904
		17,909			22,965		70,934
Finance expenses
Exchange rate differences		—			16,135		—
Bank and other fees		70			148		245
Finance expense in respect of lease liability		237			180		477
Revaluation of financial assets at fair value through profit and loss (****)		—			62,791		—
Revaluation of financial liabilities (***)		—			—		461
Revaluation of liability in respect of government grants		121			217		469
		428			79,471		1,652

(*)

See note 6.

(**)

See note 18(C) regarding termination liability due to reorganization.

(***)

See note 20 regarding financing transactions that included issuance of financial instruments accounted at fair value through profit and loss.

(****)

See note 20(C) regarding investment in securities measured at fair value through profit and loss.

Income Tax

12 Months Ended

Dec. 31, 2023

Income Tax [Abstract]

Income Tax

Note 16 – Income Tax

A.

Corporate tax rate

The tax rate relevant to the Company in the years 2021 to 2023: 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 was to a rate of 24% as from January 2017 and the second step was to a rate of 23% as from January 2018.

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 are:

Companies incorporated in Switzerland (varies from canton to canton) - tax rate of 12.44% (the relevant canton).

Company incorporated in UK - tax rate of 19% until March 31, 2023 and 25% from April 1, 2023, onward.

Companies incorporated in Netherlands - tax rate of 25.8% for taxable income above Euro 200 thousand and tax rate of 19% for taxable income up to Euro 200 thousand.

Company incorporated in U.S. - tax rate of 21%.

Companies incorporated in Germany - tax rate of 15.8%.

D.

Composition of income tax expense (income)

	Year ended December 31
	2021			2022			2023
Current tax expense		107			845			73
Deferred tax expenses (income)		(5,013	)		(581	)		(11	)
Income tax expense (income)		(4,906	)		264			62

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			Employee benefits			Carryforward tax losses			Total
Balance of deferred tax asset (liability) as of January 1, 2022		(236	)		516			491			771
Deferred tax asset (liability) acquired in business combinations		(2,966	)		—			1,968			(998	)
Changes recognized in profit or loss		3,073			5			(2,497	)		581
Changes recognized in other comprehensive income		96			(373	)		38			(239	)
Balance of deferred tax asset (liability) as of December 31, 2022		(33	)		148			—			115

		Intangible assets and inventories			Employee benefits			Other			Total deferred tax asset (liability)
Balance of deferred tax asset (liability) as of January 1, 2023		(33	)		148			—			115
Changes recognized in profit or loss		33			(22	)		—			11
Changes recognized in other comprehensive income		—			(126	)		(75	)		(201	)
Balance of net deferred tax asset (liability) as of December 31, 2023		—			—			(75	)		(75	)

F.

Theoretical tax

The main reconciliation between the theoretical tax on the pre-tax profit and the tax expense derives 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 Tech has final tax assessments until and including the 2017 tax year.

H.

Accumulated losses for tax purposes and other deductible temporary differences

As of December 31, 2023, the Group has a net operating loss for tax purposes of approximately $291,945, most of which originated in the Company. The Group also has capital loss for tax purposes of approximately $681.

As of December 31, 2023, the Group has deductible temporary differences in the amount of approximately $5,170, mainly relating to share-based payment expenses, revaluation of financial assets and liabilities, 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, 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.

J.

During 2022, the Company completed a merger of two of its subsidiaries, that are located in Israel. NanoFabrica and DeepCube were merged into Nano Tech. The merger was approved by the Israeli tax authorities.

Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings per share [Abstract]

Loss per share

Note 17 – Loss per share

A.	Basic loss per share

The calculation of basic loss per share as of December 31, 2023 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
	2021		2022		2023
Weighted average number of ordinary shares (thousands of shares)		247,335		257,794		248,019
Loss attributable to the owners of the Company (thousands USD)		200,777		227,423		54,550

Weighted average number of ordinary shares:

	Year ended December 31
	2021		2022		2023
	Thousands of shares of NIS 5.0 par value		Thousands of shares of NIS 5.0 par value		Thousands of shares of NIS 5.0 par value
Balance as of January 1		172,052		257,376		258,564
Effect of share options exercised		2,558		418		687
Effect of warrants exercised		575		—		2,307
Effect of shares issued during the year		72,150		—		1,893
Repurchase of treasury shares		—		—		(15,432	)
Weighted average number of ordinary shares used to calculate basic loss per share as of December 31		247,335		257,794		248,019

B.	Diluted loss per share

The calculation of diluted loss per share as of December 31, 2023 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
	2021		2022		2023
Loss used to calculate basic loss per share		200,777		227,423		54,550
Changes in fair value of share price protection liability		3,783		—		—
Changes in fair value of warrants classified as liabilities		456		227		7
Loss attributable to ordinary shareholders		205,016		227,650		54,557

Weighted average number of ordinary shares (diluted)

	Year ended December 31
	2021		2022		2023
	Thousands of shares of NIS 5.0 par value		Thousands of shares of NIS 5.0 par value		Thousands of shares of NIS 5.0 par value
Weighted average number of ordinary shares used to calculate loss per share		247,335		257,794		248,019
Effect of share price protection on issue		702		—		—
Effect of warrants issued		95		96		96
Weighted average number of ordinary shares used to calculate diluted loss per share as of December 31		248,132		257,890		248,115

As of December 31, 2023, 53,651,683 options and warrants (in 2022: 63,478,648 and 2021: 55,817,296) were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

Employee Benefits

12 Months Ended

Dec. 31, 2023

Employee Benefits [Abstract]

Employee Benefits

Note 18 – Employee Benefits

Employee benefits include post-employment benefits, short-term benefits, termination benefits, and share-based payments.

With regards to share-based payments, see Note 19 on share-based payments.

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

A.

Composition of employee benefits:

	December 31,		December 31,
	2022		2023
Presented under current liabilities – other payables:
Short-term employee benefits		8,917		11,252
Total		8,917		11,252

Presented under non-current liabilities – employee benefits:
Long-term employee benefits		274		289
Recognized liability for defined benefit plan, net		1,188		2,484
Total		1,462		2,773

Following note 9(B)(1), the amounts detailed above include 39% of the deferred and contingent consideration arises from acquisition of GIS, for selling shareholders that require continued employment in order to be entitled to this consideration, in the amount of $344 (2022 - $1,120) and $289 (2022 - $274) in short-term and in long-term, respectively.

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, 2023, plan assets were comprised of qualifying insurance policies of $17,109 (December 31, 2022: $12,913).

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)
	2022			2023			2022			2023			2022			2023
Balance as of January 1		15,816			14,101			(11,671	)		(12,913	)		4,145			1,188
Included in profit or loss
Current service cost		487			459			—			—			487			459
Past service cost		—			(385	)		—			—			—			(385	)
Interest cost (income)		61			341			(45	)		(312	)		16			29
Administrative cost		21			24			—			—			21			24
Effect of movements in exchange rates		—			1,404			—			(1,286	)		—			118
Included in other comprehensive income
Actuarial loss (gain) arising from financial assumptions		(3,529	)		1,284			—			—			(3,529	)		1,284
Actuarial loss arising from other assumptions		721			—			—			—			721			—
Return on plan assets excluding interest income		—			—			(51	)		361			(51	)		361
Effect of movements in exchange rates		(112	)		260			14			(185	)		(98	)		75
Other movements
Contributions paid by the employer		—			—			(524	)		(669	)		(524	)		(669	)
Contributions paid by the employees and plan participants		1,950			3,207			(1,950	)		(3,207	)		—			—
Benefits paid		(1,314	)		(1,102	)		1,314			1,102			—			—
Changes from business combinations and loss of control		—			—			—			—			—			—
Balance as of December 31		14,101			19,593			(12,913	)		(17,109	)		1,188			2,484

3.

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

-

Active members: 95% (2022: 95%)

-

Pensioners: 5% (2022: 5%)

4.

Actuarial assumptions and sensitivity analysis

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

4. Actuarial assumptions and sensitivity analysis

	2022		2023
	%		%
Discount rate as of December 31		2.35		1.9
Future salary growth		1.25		1.9
Interest rate on the savings account		1.75		1.9
Price inflation		1.25		1.9
Social security increase		1.25		1.9
Future pension growth		0		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 $235 as of December 31, 2023.

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
	2022			2023			2022			2023
Future salary growth		50			79			(49	)		(78	)
Discount rate		(884	)		(1,273	)		1,001			1,431

5.

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

The Group expects $715 in contributions to be paid to the funded defined benefit plan in 2024.

On December 31, 2023, the weighted-average duration of the defined benefit obligation was 13.9 years (2022: 13.6 years).

C.

Termination liability

In October 2023 the Company’s board of directors approved, as part of a reorganization plan in several departments of the Company, an employment termination of Company employees worldwide, with preferable terms.

In the reporting period, an expense related to payroll compensation due to this plan, in the amount of $2,147, was recognized in other expenses. The remaining termination liability in the amount of $1,488 is presented under other payables.

Share-Based Payment

12 Months Ended

Dec. 31, 2023

Share-Based Payment [Abstract]

Share-based payment

Note 19 – Share-based payment

A.

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 $7.50 for each share option. Some of the share options include a cashless exercise mechanism.

During 2021, the Company granted to underwriters in public offerings 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.

During 2022, the Company granted to employees, officers and consultants 13,555,000 non-tradable share options and RSUs, which are exercisable into 13,555,000 ordinary shares. The share options and the RSUs vest over a period of three to four 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 $2.52 to $ 3.79 for each share option. Some of the share options include a cashless exercise mechanism.

During 2023, the Company granted to employees, officers and consultants 5,838,000 non-tradable share options and RSUs, which are exercisable into 5,838,000 ordinary shares. The share options and the RSUs vest over a period of two to four 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 of $3.05 for each share option. The share options include a cashless exercise mechanism. In addition, the Company changed the vesting terms of options to purchase 1,000,000 ADSs granted to an officer of the Company.

B.

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 of 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 June 2022, the Company issued 210,000 RSUs to directors of the Company. The RSUs vest over a period of three years from the grant date.

In November 2022, the Company issued 75,000 RSUs to directors of the Company. The RSUs vest over a period of three years from the grant date.

In September 2022, the Company re-priced the share options granted to a small group of certain employees, directors and senior management, after receiving approval to do so from the Israeli tax authorities. In accordance with the repricing, every two old share options were converted into one RSU, without an exercise price. The vesting period of the new RSUs will be 4 years. As a result of this modification, there was an increase in the fair value of the equity instruments granted, measured immediately before and after the modification. Hence, the Company measured the incremental fair value granted, and recognized it over the period from the modification date until the date when the modified equity instruments vest.

In June 2023, the Company issued 200,000 RSUs to directors of the Company. The RSUs vest over a period of three years from the grant date.

In October 2023, the Company issued 70,000 RSUs to directors of the Company. The RSUs vest over a period of three years from the grant 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, was estimated at $7,756, and were recognized as post-acquisition compensation cost.

During 2022 and 2023, the Company chose to settle the share price protection mechanism in cash, and therefore the cash paid in the amount of 2023: $522 (2022: $489) was treated as repurchase of equity awards that was reduced from equity.

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, was estimated at $10,941, and were recognized as post-acquisition compensation cost.

During 2022 and 2023, the Company chose to settle the share price protection mechanism in cash, and therefore the cash paid in the amount of 2023: $3,937 (2022: $516) was treated as repurchase of equity awards that was reduced from equity.

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-Merton formula, Binomial pricing model or Monte Carlo simulations. 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 options granted in 2022-2023:

	19.A - Consultants and Employees
Fair value in the grant date (thousands USD)		2,049
Range of share price (USD)		2.46-2.86
Range of exercise price (USD)		1.00-3.05
Range of expected share price volatility		103.20%-121.85	%
Range of estimated life (years)		4.5-8
Range of weighted average of risk-free interest rate		4.33%-4.50	%
Expected dividend yield		—

	19.B - Directors and CEO
	2022			2023
Fair value in the grant date (thousands USD)		21,708			—
Range of share price (USD)		1.38-6.52			—
Range of exercise price (USD)		0-9.33			—
Range of expected share price volatility		93.62%-125.9	%		—
Range of estimated life (years)		4-7.07			—
Range of weighted average of risk-free interest rate		0.29%-1.33	%		—
Expected dividend yield		—			—

The following is the range of fair value of the RSUs granted during the years 2021-2023:

(in U.S dollars)			2021				2022				2023
Range of fair value of the RSUs granted during the year			4.62-10.94				2.47-3.82				2.39-2.86

F.

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

	2022						2023
	Share options and RSU’s			Replacement awards			Share options and RSU’s
Outstanding of January 1		20,768,200			254,409			27,630,207
Granted during the year		13,555,000			—			5,838,000
Exercised during the year		(1,084,331	)		(116,362	)		(6,922,002	)
Forfeited or expired during the year		(3,204,932	)		(40,907	)		(3,983,731	)
Share options exchange		(2,500,870	)		—			—
Outstanding of December 31		27,533,067			97,140			22,562,474
Exercisable as of December 31		2,398,972			—			2,323,530

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

	2022			2023
Outstanding of January 1		34,410,284			34,532,431
Granted during the year		285,000			270,000
Exercised during the year		(20,418	)		(4,895,805	)
Forfeited or expired during the year		(142,435	)		(133,427	)
Outstanding of December 31		34,532,431			29,773,199
Exercisable as of December 31		33,120,886			28,327,309

G.

The share-based payments expenses in 2023 were $20,101 (in 2022: $32,563, in 2021: $29,782).

Financial Instruments

12 Months Ended

Dec. 31, 2023

Financial Instruments [Abstract]

Financial instruments

Note 20 – Financial instruments

A.

Risk management policy

The actions of the Group expose it to various financial risks, such as a credit risk, market risk (including a foreign currency risk and share price 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 Chief Executive Officer in accordance with the policy approved by the board of directors.

The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

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. The Company had bank accounts and deposits with Silicon Valley Bank, most of which were drawn and transferred to other banks in March 2023. As of the reporting date, the remaining cash and deposits balance in Silicon Valley Bank is immaterial.

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

C.

Market risk

(1)

Foreign 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:

	NIS			USD			Other			Total
December 31, 2023
Cash		24,537			278,993			6,041			309,571
Bank deposits		110,881			431,086			—			541,967
Restricted deposits		555			386			—			941
Trade receivables (net)		67			8,193			4,450			12,710
Other receivables		5,126			2,935			1,452			9,513
Investment in securities		—			138,446			—			138,446
		141,166			860,039			11,943			1,013,148
Financial liabilities at amortized cost		(9,415	)		(10,019	)		(11,161	)		(30,595	)
Total net financial assets		131,751			850,020			782			982,553

December 31, 2022
Cash		37,812			639,318			8,232			685,362
Bank deposits		100,289			246,374			—			346,663
Restricted deposits		524			386			—			910
Trade receivables (net)		46			1,867			4,429			6,342
Other receivables		1,817			3,150			2,333			7,300
Investment in securities		—			114,984			—			114,984
		140,488			1,006,079			14,994			1,161,561
Financial liabilities at amortized cost		(11,545	)		(9,851	)		(16,340	)		(37,736	)

The following is a sensitivity analysis of changes to profit (loss) and equity in the exchange rate of the NIS as of December 31:

	2022			2023
Increase at a rate of 5%		6,447			6,588
Increase at a rate of 10%		12,894			13,175
Decrease at a rate of 5%		(6,447	)		(6,588	)
Decrease at a rate of 10%		(12,894	)		(13,175	)

(2)

Share price risk

During 2022, the Group acquired shares of Stratasys Ltd. (“Stratasys”), a technology company traded on the Nasdaq Stock Exchange and engaged in the 3D printing solutions area, for an amount of $177,775. As of December 31, 2023, the Company owns 9,695,115 of Stratasys’ ordinary shares, with a value of approximately $138,446 (2022: $114,984) which constitute, as of December 31, 2023, approximately 14.02% (2022: 14.5%) of Stratasys’ ordinary shares. Therefore. a revaluation profit was recorded in amount of $23,462 (2022: loss of $62,791). A change of 1% in Stratasys’ share price would have increased (decrease) profit or loss by the amount of $1,384 (2022: $1,150).

On July 24, 2022, Stratasys’ board of directors approved a poison pill mechanism, which will block the possibility of controlling or having a significant influence on Stratasys without the approval of Stratasys’ board of directors. In accordance with the approved poison pill, when there will be a shareholder who owns 15% of Stratasys, every other shareholder will be entitled to purchase a new share issued to such shareholder by Stratasys at a price of $0.01 per share, and in this way will be able to dilute the shareholder who owns 15%, which is not entitled to this right, unless the purchase of the shares that reached the 15% threshold was approved by the Stratasys’ board of directors. The poison pill was valid for one year, until July 24, 2023.

On December 21, 2023, Stratasys’ board of directors approved a new poison pill mechanism, which is substantially a duplication of the previous poison pill, with some minor changes (the “Revised Poison Pill”). The Revised Poison Pill is valid for one year, until December 2024.

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).

December 31, 2023
	Level 1		Level 2		Total
Financial assets:
Traded shares		138,446		—		138,446
Total assets:		138,446		—		138,446
Financial liabilities:
Liability in respect of warrants		—		56		56
Total liabilities		—		56		56
Presented under current liabilities		—		56		56

December 31, 2022
	Level 1		Level 2		Total
Financial assets:
Traded shares		114,984		—		114,984
Total assets:		114,984		—		114,984
Financial liabilities:
Liability in respect of warrants		—		69		69
Contingent consideration in business combination		—		4,982		4,982
Total liabilities		—		5,051		5,051
Presented under current liabilities		—		4,982		4,982
Presented under non-current liabilities		—		69		69

(1)

Details regarding fair value measurement at Level 2

(a)

Warrants Issued in February 2019

In February 2019, the Company issued, as part of a public offering in the United States, 1,600,000 non-tradable warrants with an exercise price of $8.625 per ADS and term of 5 years. In certain cases, the warrants may be exercised on a cashless basis. Therefore, the warrants are accounted for as derivative instruments which are classified as a liability and measured at fair value through profit or loss.

Since the offering certain warrants were exercised. As of December 31, 2023, 1,316,010 warrants remained outstanding.

The fair value of the warrants was measured as of December 31, 2023 and December 31, 2022, at an amount of approximately $0 and $6, respectively.

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) – 0.1 years (2022: 1.1 years).

Expected volatility (b) – 51.2% (2022: 48.5%).

Risk-free rate (c) – 5.3% (2022: 4.7%).

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.

(b)

Warrants Issued in September 2019

In August 2019, the Company issued, as part of a securities purchase agreement of convertible promissory notes, non-tradable warrants to purchase 62,668,850 ADSs. The warrants have a variable exercise price, equal to 125% of the conversion price of the convertible promissory notes, and are exercisable upon the six-month anniversary of issuance and will expire five years from the date of issuance.

The warrants have been classified as financial liability that are measured at fair value through profit and loss as neither the exercise price nor the number of shares to be issued is fixed.

On February 4, 2020, the Company agreed to amend the exercise price of the warrants to $1.914 per ADS, and the Company and the investors agreed to terminate substantially all remaining warrants, besides warrants to purchase 95,620 ADSs.

The fair value of the warrants was measured as of December 31, 2023 and December 31, 2022, at an amount of approximately $56 and $63, respectively.

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) – 0.68 years (2022: 1.68 years).

Expected volatility (b) – 47.57% (2022: 48.15%).

Risk-free rate (c) – 4.84% (2022: 4.48%).

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.

(C)

Contingent consideration in business combination

On November 2, 2021, the Group acquired 100% of the shares and voting interests in Essemtec. The consideration transferred included earn-out cash consideration payments.

As of December 31, 2022, the fair value of the contingent consideration was determined by an external valuer. The fair value of the earn-out cash payment, in the amount of $4,982 was measured by discounting the expected earn-out payment based on the actual gross profit results recorded by Essemtec in the fiscal year ended December 31, 2022. Therefore, the measurement of the liability was based on level 2 data. The following inputs were used to determine the fair value:

Essemtec’s underlying gross profit – approximately CHF 13,850.

Risk free rate – 0.96%.

During 2023, the Company paid an amount of $5,295 and settled this liability.

(2)

Sensitivity analysis for share price

If the share price had increased or decreased by 10%, the fair value of the warrants issued in February 2019 would not have changed (remains 0).

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
December 31, 2023
Trade payables		4,696		—		4,696
Other payables		9,838		—		9,838
Financial derivatives and deferred consideration		56		—		56
Lease liabilities		4,473		8,742		13,215
Other long-term liability		38		595		633
Liability in respect of government grants		262		1,895		2,157
		19,363		11,232		30,595
December 31, 2022
Trade payables		3,722		—		3,722
Other payables		18,810		—		18,810
Financial derivatives		8,798		69		8,867
Lease liabilities		4,846		12,374		17,220
Other long-term liability		363		1,011		1,374
Liability in respect of government grants		494		1,492		1,986
		37,033		14,946		51,979

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Note 21 – Leases

A. Information regarding material lease agreements

a.

The Group leases vehicles for approximately 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 headquarters staff, marketing and salespersons 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 $316 have been recognized in the statement of financial position as of December 31, 2023, in respect of leases of vehicles.

b.

The Group leases offices in Ness-Ziona for a period of up to five years under a few different contracts for different floors used for offices, labs and manufacturing facilities, in the same building. The contractual periods of the aforesaid lease agreements end in August 2024, November 2026 and July 2027. The Group also leases offices in Waltham, Massachusetts, U.S., for a contractual period of seven years, which ends in February 2029 and in Munich, Germany for a contractual period of five years, which ends in December 2027.

The lease payments in some of the Group’s leases in Israel and Germany are linked to the local consumer price indexes known on the lease’s date of inception. The revaluation of the lease payments was recognized as a right-of-use asset. The asset was adjusted by the amount of $243 in 2023.

The Group has the option to extend some of its lease agreements. In measuring the lease liability and the right-of-use asset, the Group did not take into account those options since under the current management those options are not reasonably certain to be exercised.

c.

In 2022, a lease liability and right-of-use asset of $627 were recognized as part of the business combination of Formatec Holding. For more information, see Note 9.B(2). In December 2023, the Group extended the aforesaid lease until March 2029, recognizing additional $613 right-of-use asset.

B. Right-of-use assets:

	Buildings			Vehicles			Total
Balance as at January 1, 2022		4,192			299			4,491
Acquisition through business combinations		627			—			627
Depreciation		3,349			221			3,570
Disposals		95			58			153
Additions		14,419			319			14,738
Remeasurement		459			—			459
Effect of changes in exchange rates		(52	)		(1	)		(53	)
Balance as at December 31, 2022		16,201			338			16,539
Depreciation		4,316			256			4,572
Disposals		293			46			339
Additions		613			316			929
Remeasurement		(536	)		—			(536	)
Effect of changes in exchange rates		44			7			51
Balance as at December 31, 2023		11,713			359			12,072

C. Lease liabilities

Maturity analysis of the Group’s lease liabilities:

	December 31,		December 31,
	2022		2023
Maturity analysis of the Group’s lease liabilities:
Less than one year		4,846		4,473
One to five years		12,189		8,520
Above 5 years		185		222
Total		17,220		13,215

D. Amounts recognized in profit or loss

	2021		2022		2023
Interest expenses on lease liability		237		180		477
Expenses relating to leases		1,592		3,723		4,911
		1,829		3,903		5,388

During the years ended December 31, 2023 and 2022, the Company paid a total of $4,823 and $4,151, respectively, for lease payments.

Contingent Liabilities

12 Months Ended

Dec. 31, 2023

Contingent Liabilities [Abstract]

Contingent liabilities

Note 22 - Contingent liabilities

On February 12, 2023, Murchinson Ltd., BPY Limited, Nomis Bay Ltd., Boothbay Absolute Return Strategies, LP. and Boothbay Diversified Alpha Master Fund, LP., (collectively “Murchinson” or “Murchinson and Affiliates”) submitted a statement of claim to the Lod District Court (Economic Department) (the “Court”), in which they asserted that Company’s shares registered under Form S-8, filed with the SEC on January 27, 2023, were allocated unlawfully and in bad faith, resulting in the deprivation of shareholders’ rights. Murchinson also requested that the Court cancel the registration of the newly registered shares on the Company’s Form S-8. Furthermore, Murchinson demanded that the Court order the Company to refrain from any allocation of shares from the newly registered shares, or, in the alternative, to make any allocation subject to shareholder meeting approval or condition any future allocations from the newly registered shares on specific criteria related to employee and official compensation. Pre-trial hearings were held on June 18, 2023, and on February 21, 2024.

Separately, on February 27, 2023, the Company filed a claim against Murchinson in the Court, challenging Murchinson’s right to convene a shareholders’ meeting, contending that they are not shareholders (but rather ADS holders). Following a hearing on June 18, 2023, the matter was stayed until a verdict is reached in the March 26, 2023 claim Murchinson and Affiliates filed with the Court, as described below.

On March 26, 2023, Murchinson filed for temporary relief in the Court, in which it claimed that it had the right to convene a special general meeting of shareholders on March 20, 2023, and that the decisions in that special general meeting would be valid and legally binding. Specifically, the meeting Murchinson wanted to convene would amend the article of association and appoint two directors (the “Alleged Directors”), and remove from office Yoav Stern, Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen. Following a hearing and submission of motions, on April 16, 2023, the Court rejected Murchinson’s request for temporary relief and request that the Company to refrain from doing any business outside the ordinary course of business. The Court, however, granted the alternative relief of appointing the Alleged Directors as board observers. The Company filed, with the Supreme Court of Israel, a request for interlocutory appeal, but was denied. This claim is currently pending before the Court.

On August 31, 2023, Murchinson filed a complaint against the Company and Mr. Yoav Stern, arguing that the Company wrongfully counted proxy cards at its September 7, 2023, annual general meeting (the “AGM”), and that the required majority for the dismissal of directors at the AGM are a simple majority rather than a special majority of 70%. In connection with this complaint, Murchinson requested temporary relief requesting that the Court instructs the Company (1) to refrain from implementing the decisions reached at the AGM; or (2) to refrain from convening board of directors and committee meetings with members comprising Ms. Hanna Caspi, Mr. Oded Gera and Dr. Yoav Cohen-Nissan; or (3) to refrain from doing any business outside the ordinary course of business, including changes in Company’s capital. A hearing took place on September 5, 2023, during which the Court denied the request for temporary reliefs. The Company filed a counterstatement of claims to Murchinson’s complaint on January 18, 2024, and its statement of defense on January 21, 2024. A hearing was held on February 21, 2024, in which the Court scheduled further proceedings starting in September 2024.

On March 27, 2023, the Company filed a complaint, in the United States District Court for the Southern District of New York alleging claims against Murchinson and Affiliates as well as Anson Funds, or Anson. The complaint alleges that defendants improperly engaged in coordinated efforts to acquire a large stake in the Company and interfered with its business operations, in violation of U.S. securities laws, New York law, and pertinent contracts governing Company’s ADSs. The complaint also alleges that defendants’ conduct was in violation of Section 13(d) of the Exchange Act and constituted breach of contract, tortious interference with prospective business relationships, and unjust enrichment. After the Company filed the complaint, on May 2, 2023 and June 23, 2023, Murchinson and Anson filed amended disclosures with the SEC. On July 10, 2023, the United States District Court dismissed Company’s federal securities claims against Murchinson and Anson and declined to exercise supplemental jurisdiction concerning Company’s state law claims, dismissing them without prejudice. On August 9, 2023, the Company appealed the District Court’s decision dismissing Company’s claims arising under Section 13(d) of the Exchange. That appeal remains pending.

On July 14, 2023, the Company filed a complaint against Murchinson and Affiliates and Anson in the Supreme Court of the State of New York. The complaint in this action alleges that Murchinson and Affiliates breached multiple provisions of the contract that governs there holdings of our ADSs and were unjustly enriched through their improper trading of our ADSs. On August 3, 2023, the Supreme Court of the State of New York issued a decision temporarily staying the Company’s claims pending a post-trial ruling in the March 26, 2023 claim Murchinson and Affiliates filed with the Court. The Company does not anticipate that any further action will take place in this matter until the stay is lifted.

On May 1, 2023, Murchinson filed a complaint in the Southern District of New York alleging that the Company and its directors violated New York Civil Rights Law §§ 70-a and 76- a when they initiated the above-referenced litigation in the Southern District of New York. On August 9, 2023, The Company filed a motion to dismiss the complaint in its entirety, arguing, inter alia, that the Southern District of New York lacks jurisdiction to hear the claims and that Murchinson’s complaint fails on the merits. The Company’s motion to dismiss remains pending.

On April 25, 2023, the Company filed a motion for the issuance of temporary relief against Stratasys and its board of directors, requesting that the Tel Aviv District Court prevent Stratasys from sabotaging a special tender offer that the Company announced it intended to publish according to the mechanism prescribed in the Companies Law for implementing an unlawful “poison pill.” On May 7, 2023, the Company filed a statement of claim (the “Poison Pill Claim”), against Stratasys and its board of directors. Following a hearing held in connection with the Poison Pill Claim, on July 18, 2023, the Tel Aviv District Court suggested, without making a conclusive decision, that he believes that there is no per se prohibition against such a plan as long as it does not discriminate between shareholders. On August 8, 2023, the Tel Aviv District Court stayed the proceedings in the Poison Pill Claim. On November 16, 2023, the Company asked the Tel Aviv District Court to resume the proceedings and to set dates for final briefing. The matter is currently pending before the Tel Aviv District Court.

On December 7, 2022, the Company was served with a motion requesting the discovery of documents in the Tel Aviv District Court (Economic Department) by an ADS holder, Mr. Kfir Sapir asserting, among other things, that the purchase price in the Company’s acquisition of DeepCube did not accurately reflect the acquired company’s value, that there were flaws in the approval process for the acquisition during the meeting of the Company’s board of directors, which allegedly resulted in a breach of the directors’ fiduciary duties, and that the Company had undervalued DeepCube in its financial reports for 2021, suggesting that the acquired company had no worth. Following the Company’s response, on October 19, 2023, upon a request from the plaintiff, the court dismissed the matter without prejudice because the plaintiff intended to file a derivative action. On September 5, 2023, Mr. Sapir filed a motion to certify a derivative action according to section 198 to the Israeli Companies Law 5759-1999 against the Company and its directors with the Tel Aviv District Court, arguing the decision to acquire DeepCube for approximately $40,000 in cash and $30,000 worth of ADSs, was unreasonable, based on his notion that DeepCube is only a “startup company” with allegedly no revenues and no products. A court hearing is scheduled for July 3, 2024.

On March 18, 2024, the Company filed a motion for temporary injunction in the Court against Murchinson, and Affiliates and Mr. Moshe Sarfati, a senior analyst at Murchinson (the “Respondents”), in which the Company claims that the Respondents had contacted officers at certain third-party companies with whom Company have had business discussions, and committed tortious interference. The Company asked the Court to issue an injunction against the Respondents:

I.

To refrain from contacting third parties – including companies in the field of 3D printing and/or companies engaged in negotiations with the Company – regarding the Company’s affairs, and to present them with misleading presentations casting doubt over the legality of the current board of directors of the Company and implying that the current board of directors and management are not authorized to make decisions regarding the Company’s transactions, or to threaten them that Respondents will act to thwart any negotiation, collaboration, or transaction with the Company under the guidance of the Company’s current board of directors.

II.

To avoid interfering with or undermining the Company’s business activities, including any attempts to thwart transactions advancing the Company’s interests with third parties, including merger, acquisition, or stock exchange transactions. The Company also asked the Court to order the Respondents to provide a written affidavit to be submitted by each of the Respondents, detailing all communications made to third parties engaged in business relations with the Company, with the aim of interfering in the Company's business affairs.

On March 21, 2024, we filed a complaint with the Court requesting a declaration that Respondents had breached their duties and requesting the remedies specified above. A hearing is scheduled for March 26, 2024.

Transactions and Balances with Related Parties

12 Months Ended

Dec. 31, 2023

Transactions and Balances with Related Parties [Abstract]

Transactions and balances with related parties

Note 23 – Transactions and balances with related parties

A. Balances with related parties

	December 31,
	2022		2023
Employee benefits liabilities		387		1,474

B. Shareholders and other related parties’ benefits

	Year ended on December 31,
	2021		2022		2023
Salaries and related expenses- related parties employed by the Group (*)		13,629		10,185		11,818
Number of related parties		7		8		8
Compensation for directors not employed by the Group		3,951		374		408
Number of directors		8		7		8

(*)	The figures include share-based payment expenses of $6,692 (2022: $7,333, 2021: $10,925)

C. 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 were directors of DeepCube. Mr. Eli David also continued to work at DeepCube after the acquisition, in the role of Chief Technology Officer.

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 - $19,420.

2.

Payment in equity instruments to Anaknu 1,339 thousand ordinary shares with a fair value of $11,682. Those shares were entitled to a share price protection mechanism for a period of 12 months. In April 2022 an amount of $3,661 was paid with regards to this price protection mechanism.

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.

For the year ended December 31, 2023, $1,190 (2022: $3,286) of the share-based compensation was recognized as share-based payment expenses.

D.	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 with exercise prices ranging from $7.69 to $9.33 per ADS.

E.

In May 2021, the Company granted options to purchase 3,000,000 ADSs to officers of the Company at an exercise price of $6.00 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.

F.	In January 2022, the Company granted options to purchase 400,000 ADSs to an officer of the Company at an exercise price of $3.79 per ADS.

G.	In June 2022, the Company granted 210,000 RSUs to directors of the Company.

H.	In August 2022, the Company granted 1,270,000 RSUs to officers of the Company.

I.	In September 2022, the Company replaced options to purchase 3,241,737 ADSs granted before to certain officers and directors of the Company with 1,620,869 RSUs.

J.	In November 2022, the Company granted 75,000 RSUs to directors of the Company. In addition, the Company granted 500,000 RSUs to an officer of the Company.

K.	In January 2023, the Company granted 350,000 RSUs to officers of the Company.

L.	In April 2023, Mr. Yoav Stern exercised 4,816,282 warrants into 3,559,073 shares.

M.	In June 2023, the Company granted 200,000 RSUs to directors of the Company. In addition, the Company granted 500,000 RSUs to an officer of the Company.

N.	In October 2023 the Company granted 70,000 RSUs to directors of the Company and 850,000 RSUs to officers of the Company.

O.	In November 2023, the Company changed the vesting terms of options to purchase 1,000,000 ADSs granted to an officer of the Company.

For additional information regarding share-based payments transactions with officers and directors see note 19.

Events After the Reporting Date

12 Months Ended

Dec. 31, 2023

Events After the Reporting Date [Abstract]

Events after the reporting date

Note 24 – Events after the reporting date

A.	After the reporting period, in January to March 15, 2024, the Company acquired 17,110,217 of the Company’s ADSs in a total amount of $46,150 and recorded an increase in the reserve for treasury shares accordingly.

B.

In January 2024, the Company entered into the Rights Plan, with the intention to protect the long-term interests of the Company’s ADS holders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. Pursuant to the Rights Plan, the Company issued one special purchase right for every one ADS outstanding at the close of business on February 5, 2024. Each right allows its holder to purchase from the Company one-half (0.5) of one ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of the Company’s outstanding ordinary shares in a transaction not approved by our board of directors. The rights will expire on January 25, 2025.

C.	After the reporting period, in February and March 2024, the Group granted 510,000 RSUs to employees of the Company. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

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. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, then the Group may implement the concentration test, according to which the set of assets and activities acquired do not constitute a business. 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, less the net amount of the identifiable assets acquired and the liabilities assumed. Any goodwill that arises is tested annually for impairment.

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 classified as a financial liability and 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.

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.

Foreign currency

B.

Foreign currency

(1)

Foreign currency transactions

Transactions in currencies other than the USD are translated into 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 from 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, mainly the average exchange rates during the period.

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.

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.

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

	Consumer Price Index		Euro			CHF			NIS			GBP
December 31, 2023		111.20		1.11			1.19			0.28			1.27
December 31, 2022		108.00		1.07			1.08			0.28			1.20
December 31, 2021		102.60		1.13			1.09			0.32			1.35
Change in percentages:
Year ended December 31, 2023		2.96		3.71			9.70			(2.98	)		5.80
Year ended December 31, 2022		5.26		(5.62	)		(0.54	)		(11.62	)		(10.80	)
Year ended December 31, 2021		1.48		(7.38	)		(3.54	)		3.23			(0.74	)