Full Press Release Details
Manufactured Electronics and Fabrica Product Lines
(Product Lines of Nano Dimension Ltd.)
Abbreviated Financial Statements
31, 2025 and December 31, 2024
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
TO THE COMBINED ABBREVIATED FINANCIAL STATEMENTS
| Page Number | |
| Independent Auditor's Report | F-2 |
| Statements of Revenues and Direct Expenses for the Years Ended December 31, 2025 and 2024 | F-3 |
| Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024 | F-4 |
| Notes to the Combined Abbreviated Financial Statements | F-5 |
the Board of Directors of QTREX Quantum Ltd :
have audited the combined abbreviated financial statements of Additively Manufactured Electronics and Fabrica Product Lines of Nano Dimension
Ltd. (the "Company"), which comprise the combined statements of assets acquired and liabilities assumed as of December 31,
2025 and 2024, and the related combined statements of revenues and direct expenses for the years then ended, and the related notes to
the combined abbreviated financial statements (collectively referred to as the "financial statements").
our opinion, the accompanying financial statements present fairly, in all material respects, the assets acquired and liabilities assumed
of the Company as of December 31, 2025 and 2024, and its revenues and direct expenses for the years then ended in accordance with
accounting principles generally accepted in the United States of America.
conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section
of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the
relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
discussed in Note 2 to the financial statements, the financial statements have been prepared for the purposes of complying with
the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company's
financial position or results of operations. Our opinion is not modified with respect to this matter.
Going Concern- Emphasis of Matter
The accompanying abbreviated financial statements
have been prepared assuming that the Acquired Operations will continue as a going concern. As discussed in Note 1(2) to the abbreviated financial
statements, the Acquired Operations has suffered recurring losses from operations and is dependent on the acquiring company for continued
financial support. These factors, among others raise substantial doubt about the Acquired Operation's ability to continue as a going
concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described
in Note 1(2). The abbreviated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our opinion is not modified with respect to this matter.
of Management for the Financial Statements
is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally
accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the financial
statements are available to be issued.
Auditor's Responsibilities for the Audit
of the Financial Statements
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,
they would influence the judgment made by a reasonable user based on the financial statements.
performing an audit in accordance with GAAS, we:
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control-related matters that we identified during the audit.
| /s/ BDO Member Firm | |
| Tel-Aviv, Israel | Ziv Haft |
| May 27, 2026 | Certified Public Accountants (Isr.) |
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
of Revenues and Direct Expenses
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Sales of Products | $ | 3,688 | $ | 4,251 | ||||
| Services | $ | 1,833 | $ | 1,790 | ||||
| Total revenues | $ | 5,521 | $ | 6,041 | ||||
| Direct expenses: | ||||||||
| Cost of sales: | ||||||||
| Sale of Products | $ | 3,465 | $ | 3,588 | ||||
| Services | $ | 982 | $ | 1,285 | ||||
| Total cost of sales | $ | 4,447 | $ | 4,873 | ||||
| Research and development expenses | $ | 9,589 | $ | 16,214 | ||||
| Sales and marketing expenses | $ | 4,381 | $ | 8,290 | ||||
| General and administrative expenses | $ | 4,279 | $ | 2,370 | ||||
| Finance expense (income) | $ | 175 | $ | (21 | ) | |||
| Shortfall of revenues over direct expenses | $ | (17,350 | ) | $ | (25,685 | ) |
accompanying notes are an integral part of these combined abbreviated financial statements.
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
of Assets Acquired and Liabilities Assumed
| December 31, | ||||||||||
| note | 2025 | 2024 | ||||||||
| Assets Acquired | ||||||||||
| Current Assets: | ||||||||||
| Trade receivables | $ | 40 | $ | 17 | ||||||
| Inventory | 3 | $ | 2,501 | $ | 4,543 | |||||
| Total current assets | $ | 2,541 | $ | 4,560 | ||||||
| Noncurrent Assets: | ||||||||||
| Property, Plant and Equipment net | 4 | $ | 3,330 | $ | 3,868 | |||||
| Operating lease right of use assets | 5 | $ | 1,494 | $ | 1,790 | |||||
| Total noncurrent assets | $ | 4,824 | $ | 5,658 | ||||||
| Total Assets Acquired | $ | 7,365 | $ | 10,218 | ||||||
| Liabilities Assumed | ||||||||||
| Current Liabilities: | ||||||||||
| Contract liabilities | $ | 1,552 | $ | 1,614 | ||||||
| Operating lease liability | 5 | $ | 1,091 | $ | 891 | |||||
| Total current liabilities | $ | 2,643 | $ | 2,505 | ||||||
| Noncurrent Liabilities: | ||||||||||
| Operating lease liability | 5 | $ | 546 | $ | 995 | |||||
| Total Noncurrent Liabilities | $ | 546 | $ | 995 | ||||||
| Total Liabilities Assumed | $ | 3,189 | 3,500 | |||||||
| Net Assets Acquired | $ | 4,176 | $ | 6,718 |
accompanying notes are an integral part of these combined abbreviated financial statements.
Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
to Abbreviated Financial Statements
1. OVERVIEW AND BASIS OF PRESENTATION
Dimension Ltd. (the "Seller" or "Nano Dimension") is an Israeli resident company incorporated in Israel. Nano
Dimension engages in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials
science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers.
April 1, 2026, QTREX Quantum Ltd. (formerly: Inspira Technologies Oxy B.H.N. Ltd.) (the "Buyer" or "QTREX") entered
into an Asset Purchase Agreement (the "APA") with Nano Dimension to acquire certain of the assets and assume certain liabilities
related to the Seller's Additively Manufactured Electronics ("AME") and Fabrica businesses (collectively, the "Business").
The transaction closed on April 6, 2026 (the "Closing Date").
to the APA, the total potential consideration payable for the Business is up to $12,500 and consists of: (i) a cash payment of $2,000,
payable at closing; and (ii) potential contingent consideration of up to $10,500 (the "Contingent Consideration"), which
is based on net cash proceeds collected during the 12-months period following Closing Date (the "Contingent Consideration Period").
The Contingent Consideration will consist of: (i) 50% of net cash proceeds collected as part of the Business, up to a maximum amount
of $4,000; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500.
acquired assets related to two lines of 3D printers business that develop, manufact and commercialize its products: (i) AME inkjet printers
known as DragonFly IV that produce printed circuit boards ("PCBs") and
electronic devices by simultaneously depositing proprietary conductive and dielectric substances while integrating in situ capacitors,
antennas, coils, transformers, and electromechanical components, and (ii) Micro Additive Manufacturing (Micro-AM) Digital Light Processing
printers known as Fabrica 2.0 that achieve production-grade micron-level resolution polymer and composite parts.
accompanying Combined Abbreviated Statement of Assets Acquired and Liabilities Assumed, and the related Abbreviated Statement of
Revenues and Direct Expenses (collectively, the "Combined Abbreviated Financial Statements") have been prepared for the
purpose of complying with Rule 3-05(e) "Financial statements of businesses acquired or to be acquired" of Regulation S-X
of the U.S. Securities and Exchange Commission ("SEC") for inclusion in the Buyer's filings with the SEC. The
Combined Abbreviated Financial Statements of the Business have been prepared in accordance with U.S. generally accepted accounting
principles (U.S. GAAP).
is impracticable to prepare complete financial statements related to the Business as it was not a separate legal entity of Nano
Dimension and never operated as a stand-alone business, division or subsidiary. The activity was distributed and executed by four
sister subsidiaries within the Nano Dimension's group. Nano Dimension has never prepared full stand-alone or full carve-out financial statements for
the Business and has never maintained distinct and separate accounts necessary to prepare such financial statements. These Combined
Abbreviated Financial Statements are not intended to be a complete presentation of the Business's financial position or
results of operations. The Combined Abbreviated Financial Statements have been derived from the historical accounting records of the
Seller and include only the assets, liabilities, revenues, and direct expenses specifically attributable to the Business.
Combined Abbreviated Financial Statements were prepared to present the purchased assets and the liabilities assumed pursuant to the APA
and the revenues and certain expenses related to the Business acquired, including cost of sales, general and administrative expenses,
sales and marketing expenses, research and development expenses, and equity-based compensation attributable to research and development
personnel. Certain assets and liabilities of the Business were not sold per the terms of the APA, and therefore, are not included in
the Statements of Assets Acquired and Liabilities Assumed including, but not limited to, certain trade receivables.
instances where customer contracts included performance obligations from both the Business and other product lines of Nano Dimension,
the total transaction price was allocated based on the relative stand-alone selling prices determined by the Seller. The accompanying
Combined Abbreviated Statement of Revenues and Direct Expenses includes only the revenue allocated to the performance obligations of