8-K: Nano Dimension Dismisses Auditor KPMG, Hires PwC Israel

Nano Dimension Ltd. has dismissed its independent registered public accounting firm, KPMG LLP, and engaged PwC Israel as its new auditor.

Summary

• Nano Dimension Ltd. announced the dismissal of KPMG LLP as its independent registered public accounting firm, effective September 28, 2026.
• The dismissal was approved by the Audit Committee of the Board of Directors.
• KPMG's report on the Company's financial statements for the year ended December 31, 2025, did not contain any adverse opinions or disclaimers.
• However, KPMG's report on internal control over financial reporting as of December 31, 2025, contained an adverse opinion due to a material weakness.
• This material weakness related to insufficient accounting knowledge, training, and experience, leading to ineffective controls over acquisitions, valuation of acquired intangible assets, and discontinued operations.
• The Company has engaged PwC Israel as its new independent registered public accounting firm, effective September 28, 2026.
• PwC Israel will audit the financial statements for the year ending December 31, 2026, and review quarterly financial statements for the quarter ending September 30, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the dismissal of the auditor, especially given the prior adverse opinion on internal controls, suggesting potential underlying issues.

Positives

• The company has appointed a new independent registered public accounting firm, PwC Israel, to ensure continued audit and review processes.
• KPMG's report on the fiscal year 2025 financial statements themselves was not adverse, indicating the financial statements were presented fairly.

Negatives

• The dismissal of an auditor, particularly following an adverse opinion on internal controls, raises concerns about financial reporting integrity and operational oversight.
• KPMG issued an adverse opinion on the effectiveness of Nano Dimension's internal control over financial reporting as of December 31, 2025, citing a material weakness.
• The material weakness specifically pointed to insufficient accounting expertise in areas like acquisitions, asset valuation, and discontinued operations.

Risks

• The material weakness in internal controls related to acquisitions and accounting disclosures could lead to future misstatements in financial reports.
• The change in auditors may indicate underlying issues with financial reporting or internal controls that could impact investor confidence.
• Potential for increased scrutiny from regulators and investors regarding the company's financial reporting processes and controls.

Future Outlook

The company has engaged PwC Israel to conduct the audit of its financial statements for the year ending December 31, 2026, and the review of its unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026.

Management Comments

• The Audit Committee of the Board of Directors approved the dismissal of KPMG LLP.
• The Audit Committee of the Board of Directors approved the engagement of PwC Israel.

Industry Context

StockSavvy.ai notes that auditor changes, especially following adverse opinions on internal controls, are often viewed with caution by the market. This move by Nano Dimension could lead to increased investor scrutiny regarding the company's financial reporting and governance practices.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential decrease in confidence due to auditor dismissal and prior internal control issues, possibly impacting stock price.
• Creditors: May seek further assurances regarding financial reporting accuracy and stability.
• Regulators: Increased likelihood of scrutiny on the company's financial reporting and internal control environment.

Next Steps

• PwC Israel will commence the audit of Nano Dimension's financial statements for the year ending December 31, 2026.
• PwC Israel will conduct a review of Nano Dimension's unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026.

Key Dates

Recommendation

The dismissal of an auditor, especially following an adverse opinion on internal controls, introduces uncertainty. While a new auditor has been appointed, the underlying issues that led to the adverse opinion need to be addressed and demonstrated to be resolved. Until such time, a cautious 'hold' stance is warranted, awaiting further clarity on the remediation of internal control weaknesses.

Keywords

Auditor Dismissal, Independent Auditor, KPMG, PwC Israel, Internal Controls, Financial Reporting, Audit Committee, Material Weakness