Exhibit 99.1
Nano-Dimension Ltd.
Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2022
Table of Contents
| Page | |
| Unaudited Condensed Consolidated Interim Financial Statements: | |
| Unaudited Condensed Consolidated Interim Statements of Financial Position | F-2 |
| Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income | F-3 |
| Unaudited Condensed Consolidated Interim Statements of Changes in Equity | F-4 |
| Unaudited Condensed Consolidated Interim Statements of Cash Flow | F-5 |
| Notes to the Unaudited Condensed Consolidated Interim Financial Statements | F-6 – F-15 |
F-1
Nano Dimension Ltd.
Unaudited Condensed Consolidated Interim Statements of Financial Position as at
(In thousands of USD)
| December 31, | June 30, | |||||||
| 2022 | 2023 | |||||||
| (In thousands of USD) | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Bank deposits | ||||||||
| Restricted deposits | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Restricted deposits | ||||||||
| Investment in securities | ||||||||
| Deferred tax | ||||||||
| Other receivables | ||||||||
| Property plant and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Trade payables | ||||||||
| Financial derivatives and deferred consideration | — | |||||||
| Other payables | ||||||||
| Current portion of other long-term liability | ||||||||
| Total current liabilities | ||||||||
| Liability in respect of government grants | ||||||||
| Employee benefits | ||||||||
| Liability in respect of warrants | ||||||||
| Lease liability | ||||||||
| Loan from banks | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Equity | ||||||||
| Non-controlling interests | ||||||||
| Share capital | ||||||||
| Share premium and capital reserves | ||||||||
| Treasury shares | ( | ) | ( | ) | ||||
| Foreign currency translation reserve | ||||||||
| Remeasurement of net defined benefit liability (IAS 19) | ||||||||
| Accumulated loss | ( | ) | ( | ) | ||||
| Equity attributable to owners of the Company | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | ||||||||
F-2
Nano Dimension Ltd.
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income
(In thousands of USD, except per share amounts)
| Six Months Ended June 30, | ||||||||
| 2022 | 2023 | |||||||
| Thousands | Thousands | |||||||
| USD | USD | |||||||
| Revenues | ||||||||
| Cost of revenues | ||||||||
| Cost of revenues - write-down of inventories and impairment of assets recognized in business combination and technology | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Research and development expenses | ||||||||
| Sales and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Finance income | ||||||||
| Finance expense | ||||||||
| Income (loss) before taxes on income | ( | ) | ||||||
| Taxes (expenses) benefit | ( | ) | ||||||
| Income (loss) for the period | ( | ) | ||||||
| Loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Income (loss) attributable to owners | ( | ) | ||||||
| Income (loss) per share | ||||||||
| ( | ) | |||||||
| 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 | ( | ) | ||||||
| Other comprehensive income items that will not be transferred to profit or loss | ||||||||
| Remeasurement of net defined benefit liability (IAS 19), net of tax | ( | ) | ||||||
| Total other comprehensive income (loss) for the period | ( | ) | ||||||
| Total comprehensive income (loss) for the period | ( | ) | ||||||
| Comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Comprehensive income (loss) attributable to owners of the Company | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-3
Nano Dimension Ltd.
Unaudited Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of USD)
| Share capital | Share premium and capital reserves | Remeasurement of IAS 19 | Treasury shares | Foreign currency translation reserve | Accumulated loss | Total | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||
For
the six months ended | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | |||||||||||||||||||||||||||
| Balance as of December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Investment of non-controlling party in subsidiary | ||||||||||||||||||||||||||||||||||||
| Income for the period | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of warrants, options and conversion of convertible notes | ( | ) | ||||||||||||||||||||||||||||||||||
| Repurchase of treasury shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment acquired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share capital | Share premium and capital reserves | Treasury shares | Foreign currency translation reserve | Accumulated loss | Total | Non-controlling interests | Total equity | |||||||||||||||||||||||||
| For the six months ended June 30, 2022: | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | Thousands USD | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Investment of non-controlling party in subsidiary | ||||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive loss for the year, net of tax | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment acquired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statement
F-4
Nano Dimension Ltd.
Unaudited Condensed Consolidated Interim Statements of Cash Flow
(In thousands of USD)
| Six Months Ended June 30, | ||||||||
| 2022 | 2023 | |||||||
| Cash flow from operating activities: | ||||||||
| Net income (loss) for the period | ( | ) | ||||||
| Adjustments: | ||||||||
| Depreciation and amortization | ||||||||
| Financing (income) expenses, net | ( | ) | ||||||
| Revaluation of financial liabilities accounted at fair value | ( | ) | ||||||
| Revaluation of financial assets accounted at fair value | ( | ) | ( | ) | ||||
| Loss (gain) from disposal of property plant and equipment and right-of-use assets | ( | ) | ||||||
| Increase in deferred tax | ( | ) | ( | ) | ||||
| Share-based payments | ||||||||
| Other | ||||||||
| ( | ) | |||||||
| Changes in assets and liabilities: | ||||||||
| Increase in inventory | ( | ) | ( | ) | ||||
| (Increase) decrease in other receivables | ( | ) | ||||||
| Increase in trade receivables | ( | ) | ( | ) | ||||
| Increase (decrease) in other payables | ( | ) | ||||||
| Increase (decrease) in employee benefits | ( | ) | ||||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flow from investing activities: | ||||||||
| Change in bank deposits | ( | ) | ( | ) | ||||
| Interest received | ||||||||
| Change in restricted bank deposits | ( | ) | ( | ) | ||||
| Acquisition of property plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of subsidiaries, net of cash acquired | ( | ) | ||||||
| Payment of a liability to pay a contingent consideration of business combination | ( | ) | ( | ) | ||||
| Acquisition of financial assets in fair value through profit and loss | ( | ) | ||||||
| Net cash from (used in) investing activities | ( | ) | ( | ) | ||||
| Cash flow from financing activities: | ||||||||
| Lease payments | ( | ) | ( | ) | ||||
| Repayment of long-term bank debt | ( | ) | ( | ) | ||||
| Proceeds from non-controlling interests | ||||||||
| Amounts recognized in respect of government grants liability | ( | ) | ( | ) | ||||
| Payments of share price protection recognized in business combination | ( | ) | ( | ) | ||||
| Repurchase of treasury shares | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Effect of exchange rate fluctuations on cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents at end of the period | ||||||||
| Non-cash transactions: | ||||||||
| Property plant and equipment acquired on credit | ||||||||
| Repurchase of treasury shares on credit | ||||||||
| Recognition of a right-of-use asset | ||||||||
| Acquisition of financial assets in fair value through profit and loss | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F-5
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 1 - General
| a. | Reporting entity |
Nano Dimension Ltd. (the “Company” or the “Group”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 2 Ilan Ramon St., Ness Ziona, Israel. The consolidated financial statements of the Company as of June 30, 2023, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany, in the United Kingdom, in the Netherlands, in Hong Kong and in Australia (together referred to as the “Group”). The Company engages in advanced 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. Starting in the fourth quarter of 2017, the Group began to commercialize its products and has generated revenues, mainly from sales of its 3D printers. The Group’s ability to generate revenue and achieve profitability depends on its ability to successfully commercialize its products. In January 2023, the Company established an Australian based subsidiary, Nano Dimension Australia PTY LTD. (“Nano Australia”). Nano Australia will perform sales and marketing activity and engage in possible collaboration agreements.
Note 2 - Basis of preparation
| a. |
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements. They should be read in conjunction with the Annual Financial Statements.
These condensed consolidated interim financial statements as at and for the six months ended June 30, 2023 were authorized for issuance by the Company’s Board of Directors on September 5, 2023.
| b. |
The preparation of financial statements in conformity with International Financial Reporting Standards 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 significant judgments made by management in applying the Group’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the Annual Financial Statements.
F-6
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 3 – Material Events During the Reporting Period
| a. | During the six months ended June 30, 2023, the Company acquired
|
| b. | In February 2023, one of the Company’s shareholders,
Murchinson Ltd. (“Murchinson”), filed an ex parte motion for temporary relief in the Lod District Court against the Company.
Murchinson claimed that, as joint owners of more than |
In February 2023, the Company submitted a statement of claim against Murchinson to the Lod District court, in which the Company
requested that the court declare that the special general shareholders meeting convened by Murchinson for March 20, 2023, does not comply
with the requirements of the law, the Company’s articles of association, and the depositary agreement with the Bank of New York
Mellon. The Company also requested to charge Murchinson with expenses for filing this statement of claim for a sum of $
On March 26, 2023, Murchinson submitted another statement of claim with a motion for temporary relief in the Lod District Court against the Company (the “Second Claim”), in which it claimed that it had the right to convene a special general meeting of the Company’s shareholders on March 20, 2023. Therefore, Murchinson asked the court, inter alia, to cause the Company to refrain from convening meetings of the board of directors’ with the Company’s current board members and which do not include Murchinson’s nominees as board members, or alternatively as observers; or alternatively that that Company should refrain from doing any business outside the ordinary course of business. The court ordered the Company to respond by March 30, 2023, and set a hearing in the Second Claim for April 4, 2023. The court held a hearing on April 4, 2023. On April 16, 2023, the court decided with regard to the motion for temporary reliefs. The court rejected the motion and the relief sought regarding the Company’s board’s composition and rejected the requested relief that the Company refrain from doing any business outside the ordinary course of business. However, the court granted the alternative relief of appointing Murchinson’s nominees as observers. On April 21, 2023, the Company filed an interlocutory appeal and a motion to stay the above-mentioned decision, in which the Company requested from the Supreme Court of Israel permission to appeal the decision and simultaneously to delay the district court’s decision with regard to the appointing Murchinson’s nominees as observers. The Supreme Court of Israel denied the interlocutory appeal on June 14, 2023. Murchinson filed its main affidavits on May 28, 2023, the Company filed its main affidavits and expert opinion on June 27, 2023, and Murchinson filed its counter expert opinion on July 4, 2023. The main hearing was conducted on both July 10 and 11, 2023, where the cross-examination took place. Murchinson must submit its summaries by September 26, 2023, and the Company 30 days after that (not including the court recession).
| c. | In March 2023, the Company initiated litigation (the “Complaint”) in the Southern District Court of New York alleging claims against Murchinson, Anson Advisors, Inc. (“Anson”), Boothbay Fund Management, LLC, (“Boothbay”) and their affiliates (together, “Defendants”). The Complaint alleges that Defendants improperly engaged in coordinated efforts to acquire a large stake in the Company and interfere with its business operations, in violation of U.S. securities laws, New York law, and pertinent contracts governing the Company’s ADSs. The Complaint further alleges that Defendants’ conduct was in violation of Section 13(d) of the U.S. Exchange Act and constituted breach of contract, tortious interference with prospective business relationships, and unjust enrichment. The Complaint further seeks to require Defendants to correct their allegedly false and misleading disclosures to the SEC; enjoin Defendants from additional misconduct with respect to the Company and its securities; and for the Company to recover from the Defendants compensatory and punitive damages, among other relief. |
After the Company filed suit, on May 2, 2023 and June 23, 2023, Anson and Murchinson filed amended disclosures with the SEC. On July 10, 2023, the federal court found that the Company’s lawsuit “achieved the goals of Section 13(d) [of the Exchange Act] by alerting the public to the pertinent information about Defendants” and therefore “dismissed as moot” the Company’s federal securities claims against Murchinson and Anson. The court also dismissed the Company’s Section 13(d) claims against Boothbay. The court declined to exercise supplemental jurisdiction concerning Nano’s state law claims, dismissing them without prejudice. On August 9, 2023, the Company appealed the district court’s decision dismissing its claims arising under Section 13(d) of the Exchange Act. That appeal remains pending.
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.
| d. | During the reporting period, the Company announced that it
will pursue a special tender offer for shares of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”). On June 27, 2023, the Company
increased the offer price of the special tender offer from $ |
F-7
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 4 - Share-Based Payments
| a. | In January and March 2023, the Company’s board of directors approved an acceleration of vesting of unvested options and restricted stock units (“RSUs”) in case of change of control, as well as in other special circumstances, to several employees and executives. |
| b. | In
January 2023, the Company granted to employees and officers |
| c. | In March 2023, the Group granted to employees and officers
|
| d. | In June 2023, the Group granted to employees, officers and
directors |
| RSUs- Directors, employees | ||
| Grant Month | ||
| Number of share options granted (ADSs) | ||
| Fair value at the grant date (thousands of USD) | ||
| Range of share price (USD) | $ |
| Share-based payments expenses in the amount of $ |
F-8
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 5 - Financial Instruments
| (1) | Financial instruments measured at fair value for disclosure purposes only |
The carrying amounts of certain financial assets and liabilities, including cash, trade receivables, other receivables, deposits, trade and other payables are the same as or approximate to their fair value.
| (2) | Fair value hierarchy of financial instruments measured at fair value |
The table below presents an analysis of financial instruments measured at fair value on a temporal basis, using valuation methodology in accordance with the fair value hierarchy level as defined below.
When determining the fair value of an asset or liability, the Company 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 instruments |
| ● | 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) |
| As of June 30, 2023 | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| Thousands of USD | ||||||||||||
| Financial assets: | ||||||||||||
| Traded shares | ||||||||||||
| Total assets: | ||||||||||||
| Financial liabilities: | ||||||||||||
| Liability in respect of warrants | ||||||||||||
| Total liabilities | ||||||||||||
| Presented under non-current liabilities | ||||||||||||
F-9
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 5 - Financial Instruments (Cont’d)
| As of June 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Thousands of USD | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Traded shares | ||||||||||||||||
| Total assets: | ||||||||||||||||
| Financial liabilities: | ||||||||||||||||
| Liability in respect of warrants | ||||||||||||||||
| Contingent consideration in business combination | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Presented under current liabilities | ||||||||||||||||
| Presented under non-current liabilities | ||||||||||||||||
Details regarding fair value measurement at Level 2 and 3
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 (1) –
Expected volatility (2) –
Risk-free rate (3) –
Expected dividend yield –
| (1) | Based on contractual terms. |
| (2) | Based on the historical volatility of the Company’s ordinary shares and ADSs. |
| (3) | Based on traded zero-coupon U.S. treasury bonds with maturity equal to expected terms. |
F-10
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 5 - Financial Instruments (Cont’d)
| Six months ended June 30, | ||||||||
| 2022 | 2023 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Contingent consideration in business combinations | ||||||||
| Balance as of January 1 | ||||||||
| Arising from business combinations | ||||||||
| Net changes in fair value (unrealized) | ( | ) | ||||||
| Payment | ( | ) | ||||||
| Balance as of June 30 | ||||||||
F-11
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 6 – Revenues
| For the six months ended June 30, 2023 | ||||
| Thousands of USD | ||||
| Trade receivables | ||||
| Contract liabilities | ||||
The contract liabilities primarily relate to the advance consideration received from customers for contracts containing yearly warranty services. The revenue is recognized on a straight line basis over the contract period.
In the following tables, the Group’s revenue is disaggregated by major products, primary geographical market and timing of revenue recognition.
| For the six months ended June 30 | ||||||||
| 2022 | 2023 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Consumables | ||||||||
| Support services | ||||||||
| Sales of systems | ||||||||
| Total revenues | ||||||||
F-12
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 6 – Revenues (Cont’d)
| For the six months ended June 30 | ||||||||
| 2022 | 2023 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Americas | ||||||||
| Asia Pacific | ||||||||
| Europe and Israel (*) | ||||||||
| Total revenues | ||||||||
| (*) |
| For the six months ended June 30 | ||||||||
| 2022 | 2023 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Goods and services transferred over time | ||||||||
| Goods transferred at a point in time | ||||||||
| Total revenues | ||||||||
Note 7 - Employee Benefits
In the six-month period ended June 30, 2023, there was a decrease in the yield rates of high-quality corporate debentures in Switzerland that are used for discounting a defined benefit obligation.
The effects of the change in the discount rate
are an increase in the defined benefit obligation and an adjustment in deferred tax asset balances as at June 30, 2023 in the amount of
$
F-13
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 8 – Capital and Reserves
Share capital and share premium
| For the six months ended | ||||
| June 30, 2023 | ||||
| Thousands of USD | ||||
| Exercise of warrants, options and conversion of convertible notes | ( | ) | ||
| Share-based payment acquired | ( | ) | ||
| Share-based payments | ||||
| Total | ||||
| For the year ended | ||||
| December 31, 2022 | ||||
| Thousands of USD | ||||
| Exercise of warrants, options and conversion of convertible notes | ( | ) | ||
| Share based payment acquired | ( | ) | ||
| Share-based payments | ||||
| Total | ||||
F-14
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 9 - Related and Interested Parties
| A. | Transactions with key management personnel |
Benefits to key management personnel
Key management personnel received benefits
in the amount of $
| B. | Other transactions with related and interested parties |
For transactions with related parties after the reporting date, see note 10 below.
Note 10 - Events after the Reporting Date
| a. | After the reporting period, in July 2023, the Company increased the offer
price of the special tender offer for Stratasys' ordinary shares from $ |
| b. | In August 2023, the Group granted |
| c. | After the reporting period, during July and August, the Company acquired
|
| d. | After the reporting period, in August 2023, the Company acquired certain technology and intellectual property of the U.K.-based company Additive Flow (“Additive Flow”), in the field of 3D design simulation and optimization. Additive Flow has developed high-performance and high-quality simulation software for mechanical, thermal, thermo-mechanical properties, along with frequency and fatigue across a range of materials and processes. |
| e. | With respect to the Complaint, on July 14, 2023, following the federal court’s decision declining to exercise jurisdiction concerning the Company’s state law claims against Defendants, the Company initiated litigation in state court in the Supreme Court for the County of New York, Commercial Division. The Company’s complaint in that action alleges that Defendants breached multiple provisions of the contract that governs their holdings of the Company’s ADSs and were unjustly enriched through their improper trading of the Company’s ADSs. On August 3, 2023, the court issued a decision staying the Company’s claims pending a post-trial ruling in a separate litigation, Murchinson Ltd. v. Nano, 57198-03-23 (Central District of Lod), pending in Israel. At this preliminary stage, the likely outcome of this lawsuit is speculative and difficult to predict with certainty. |
| f. |
F-15