6-K
QTREX Quantum Ltd. (QTEX)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2026 (Report No. 6)
Commission File Number: 001-40303
QtrexQuantum Ltd.
(Translation of registrant’s name into English)
2 Ha-Tidhar St.
Ra’anana 4366504, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Explanatory Note
As previously disclosed, on April 6, 2026, Qtrex Quantum Ltd. (formerly Inspira Technologies OXY B.H.N. Ltd) (the “Company”) closed an Asset Purchase Agreement with the Additive Manufacturing Electronics (“AME”) and Fabrica product lines, a subsidiary of Nano Dimension Ltd. (Nasdaq: NNDM). The transaction involved the acquisition of specific assets, including intellectual property, equipment, inventory, and customer contracts relating to AME and Fabrica businesses.
Filed herewith as Exhibit 99.1 are audited abbreviated financial statements for the AME Product Lines of Nano Dimension Ltd., as of and for the years ended December 31, 2024 and December 31, 2025. In addition, filed herewith as Exhibit 99.2 are unaudited pro forma condensed combined balance sheet and statement of income for the Company as of December 31, 2025.
This Report of Foreign Private Issuer on Form 6-K (this “Report”) is incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-284308 and 333-289324) and Form S-8 (Registration Nos. 333-259057, 333-277980, 333-285565, 333-290162 and 333-292592), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Qtrex Quantum Ltd. | |||
|---|---|---|---|
| Date:<br> May 27, 2026 | By: | /s/<br> Dagi Ben-Noon | |
| Name: | Dagi<br> Ben-Noon | ||
| Title: | Chief<br> Executive Officer |
2
Exhibit23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-259057,333-277980, 333-285565, 333-290162 and 333-292592) and Form F-3 (Nos. 333-284308 and 333-289324) of QTREX Quantum Ltd (formerly: Inspira Technologies Oxy B.H.N. Ltd.) (“the Company”) of our report dated May 27, 2026, relating to the abbreviated financial statements of Additively Manufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd which appears in this Current Report on Form 6-K.
Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern
| /s/<br> Ziv Haft | |
|---|---|
| Certified<br> Public Accountants (Isr.)<br><br> <br>BDO<br> Member Firm |
Tel Aviv, Israel
May 27, 2026
Exhibit99.1
AdditivelyManufactured Electronics and Fabrica Product Lines
(Product Lines of Nano Dimension Ltd.)
CombinedAbbreviated Financial Statements
December31, 2025 and December 31, 2024
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
INDEXTO 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 |
F-1
INDEPENDENTAUDITOR’S REPORT
To the Board of Directors of QTREX Quantum Ltd :
Opinion
We 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”).
In 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.
Basis for Opinion
We 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.
Emphasis of Matter
As 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.
Responsibilities of Management for the Financial Statements
Management 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.
In 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 Auditof the Financial Statements
Our 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.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional<br>judgment and maintain professional scepticism throughout the audit. |
|---|---|
| ● | Identify and assess<br>the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures<br>responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the<br>financial statements. |
| --- | --- |
| ● | Obtain an understanding<br>of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for<br>the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| --- | --- |
| ● | Evaluate the appropriateness<br>of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall<br>presentation of the financial statements. |
| --- | --- |
| ● | Conclude whether, in our judgment, 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 a reasonable period of time. |
| --- | --- |
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/<br>BDO Member Firm | |
|---|---|
| Tel-Aviv,<br> Israel | Ziv<br> Haft |
| May<br> 27, 2026 | Certified<br> Public Accountants (Isr.) |
F-2
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Statementsof Revenues and Direct Expenses
(inthousands)
| 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 | ) |
The accompanying notes are an integral part of these combined abbreviated financial statements.
F-3
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Statementsof Assets Acquired and Liabilities Assumed
(inthousands)
| 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 |
The accompanying notes are an integral part of these combined abbreviated financial statements.
F-4
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notesto Abbreviated Financial Statements
(inthousands)
NOTE1. OVERVIEW AND BASIS OF PRESENTATION
| (1) | Background and Nature of Operations |
|---|
Nano 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.
On 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”).
Pursuant 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.
The 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.
| (2) | Basis of Presentation of Abbreviated Financial Statements |
|---|
The 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).
It 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.
These 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.
In 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 the Business.
F-5
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notesto Abbreviated Financial Statements
(inthousands)
The Combined Abbreviated Financial Statements do not include certain overhead expenses, and corporate costs that were not separately allocated to the AME and Fabrica businesses in the Seller’s historical accounting records, and management believes any such allocation would not be a reliable estimate of what these costs would have been had the Business been operated historically as a stand-alone entity. In addition, all foreign exchange differences recorded in the Seller’s accounting books were eliminated since they are derived from Seller’s investments that have not been assumed.
These abbreviated financial statements have been prepared assuming the Acquired Operations will continue as a going concern. For the year ended December 31, 2025 and 2024, the Acquired Operations incurred a Shortfall of revenues over direct expenses of $17,350 and $25,685. These factors, among others, raise substantial doubt about the Acquired Operations’ ability to continue as a going concern within one year after the date these financial statements are issued.
Management plans to raise additional capital to fund this operation. The abbreviated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE2. SIGNIFICANT ACCOUNTING POLICIES
Useof Estimates
The preparation of these Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the related disclosures at the date of the Financial Statements. Actual results could differ from those estimates. These Financial Statements include allocations and estimates that are not necessarily indicative either of the costs and assets that would have resulted if the Business had operated as a separate business, or of the future results of the Business.
Inventory
Inventory is stated at the lower of cost or net realizable value. Finished Good’s cost is based on a standard costing system which approximates the cost on a first-in, first-out method. The costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. Raw materials are measured using the weighted-average cost method. The net realizable value considers the ability to utilize or sell the inventory in the normal course of business as well as the estimated selling price and costs of completion and sale. Inventory on hand, product development plans, and sales forecasts are regularly reviewed to identify carrying values in excess of net realizable value. The Business reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of this value.
Property,Plant and Equipment
Property, plant and equipment, net are carried at cost, including directly attributed acquisition costs, less accumulated depreciation and losses from accrued decrease in value, and are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. The product line generally depreciates the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets as follows:
| Estimated useful life | |
|---|---|
| Machinery, equipment and vehicles | 4 to 14 years |
| Computer hardware and software | 3 to 10 years |
| Furniture and fixtures | 3 to 14 years |
| Leasehold improvements | shorter of the estimated useful life of the asset or the remaining lease term |
RevenueRecognition
The Business recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Business expects to be entitled to in exchange for those goods or services.
F-6
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notesto the Combined Abbreviated Financial Statements
(inthousands)
At contract inception, the Business identifies performance obligations, which may include the delivery of printers, ink and other consumables, and support services. Revenue is allocated to each performance obligation based on its relative standalone selling price (SSP) of the goods or services of each performance obligation. If a SSP is not directly observable, the Company allocates the transaction price to the identified performance obligations based on the residual approach, revenue for the printer hardware is determined using the residual method, whereby the total transaction price is allocated first to all other performance obligations based on their SSPs, with any remaining transaction price allocated to the printer. Revenue from the sale of printers, ink, and other consumables is recognized at a point in time when control transfers to the customer. Revenue from support services is recognized rateably over the service period. Any discounts provided to customers were accounted as deduction from revenues.
Substantially all of the Business’s hardware products are covered by a standard assurance warranty of one year. In the event of a failure of a product covered by this warranty, the Business may repair or replace the product, at its option.
Researchand Development Expenses
Research and development costs, which consist primarily of salaries, share-based compensation expense, materials consumption and costs associated with subcontracting certain Business-related development efforts, are expensed as incurred.
GovernmentGrants and Intellectual Property Licensing Arrangements
| A. | Grants from the Israeli Innovation Authority | |
|---|---|---|
| The<br> Business receives royalty-bearing grants from the Israeli Innovation Authority (“IIA”) for<br> approved research and development projects. These grants are recognized when the Business<br> is entitled to receive them based on costs incurred or milestones achieved, in accordance<br> with the relevant grant agreements. The grant income is recorded as a deduction from research<br> and development expenses in the Combined Abbreviated Statement of Revenues and Direct Expenses. | ||
| In<br> return for the grants, the Business is obligated to pay royalties to the IIA on future sales<br> of the products developed with the grant funding. A liability for these royalties is recognized<br> when the underlying sales occur. Royalty expenses are classified as a component of cost of<br> sales. | ||
| The<br>Business does not recognize a liability for royalties until the event underlying the liability actually probable and reasonably and therefore<br>the financial statements do not include a liability to IIA. | ||
| During<br> the years ended December 31, 2025, and 2024, the Business made royalty payments of $165<br> and $180, respectively, which are included within cost of sales. | ||
| As<br> of December 31, 2025, the maximum obligation with respect to the grants received from the<br> IIA, contingent upon entitled future sales, is $2,680 includes SOFR interest and after deduction<br> of the royalties payment. | ||
| B. | Intellectual Property Licensing Arrangements | |
| --- | --- | |
| The research and development activities of the Business were partially based on an exclusive license granted to the Business to use patent-protected technology and/or applications for the registration of patents developed by the Business. | ||
| The rights to these patents originally belonged to Yissum Technology Transfer, the research development Company of The Hebrew University of Jerusalem (hereinafter, “Yissum”). Under the license agreement between Yissum and the Business, as amended, Yissum granted an exclusive license to the Business for the global development, use, manufacture and commercialization of products that are based on the patents. | ||
| The Business is required to pay royalties based on net sales, a percentage of sublicense income, and a fixed annual maintenance fee, which may be credited against royalties. The license is exclusive within a defined field and is subject to performance conditions, under which exclusivity may be limited. Payments under the agreement are recognized as cost of revenues as the related sales occur. | ||
| During the years ended December 31, 2025, and 2024, the Business was not required to paid royalties due to sufficient credits against the annual maintenance fee. |
Leases
Arrangements meeting the definition of a lease are classified as operating and are recorded on the Statements of Assets Acquired and Liabilities Assumed as both a lease right-of-use asset and lease right-of-use liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Nano Dimension’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term.
For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease payments that depend on an index are measured using the index at the commencement date. Subsequent changes to the index or rate during the lease term are accounted for as variable payments which are recorded when incurred.
In calculating the lease right-of-use asset and the lease liability, the Business elects to combine lease and non-lease components. The Business has the option to extend some of its lease agreements. In measuring the lease right-of-use asset and the lease liability, the Business only takes into account options to extend when it is reasonably certain that such options to extend will be exercised.
The Business does not have any leases classified as finance leases. The right-of-use asset and lease liability included in this Combined Abbreviated Financial Statements are those assumed as part of the acquisition.
F-7
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notesto the Combined Abbreviated Financial Statements
(inthousands)
NOTE3. INVENTORY
The following table summarizes the inventory of the Business:
| December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Raw materials | $ | 868 | $ | 1,453 |
| Work in progress | $ | 135 | $ | 193 |
| Finished Goods | $ | 1,498 | $ | 2,897 |
| Total inventory | $ | 2,501 | $ | 4,543 |
During the years ended December 31, 2025 and 2024, the Business recognized an inventory write-downs of $1,656 and $1,491 respectively, which has been included in cost of sales.
NOTE4. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes the property, plant and equipment of the Business:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Machinery and equipment | $ | 2,984 | $ | 2,892 | ||
| Computers | $ | 431 | $ | 397 | ||
| Office furniture and equipment | $ | 267 | $ | 267 | ||
| Leasehold improvements | $ | 1,482 | $ | 1,461 | ||
| Property plant and equipment, cost | 5,164 | 5,017 | ||||
| Accumulated Depreciation | $ | (1,834 | ) | $ | (1,149 | ) |
| Property plant and equipment, net | $ | 3,330 | $ | 3,868 |
Depreciation expense for the years ended December 31, 2025, and 2024, was $684 and $677, respectively.
NOTE5. Leases
The Business leases offices in Ness-Ziona, Israel for a contractual period of up to five years under a few different contracts for different floors used for offices, labs and manufacturing facilities. The lease payments in the Business’s leases in Israel are linked to the local consumer price indexes known on the lease’s date of inception.
In August 2025, the Business entered into an amendment to one of its lease agreements, extending the lease term through August 2027. This modification resulted in the remeasurement and recognition of an additional right-of-use asset and lease liability of $2,234.
F-8
AdditivelyManufactured Electronics and Fabrica Product Lines of Nano Dimension Ltd.
Notesto the Combined Abbreviated Financial Statements
(inthousands)
Amounts reported in the Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024 were as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Non-Current Liability | $ | (546 | ) | $ | (995 | ) |
| Current Liability | $ | (1,091 | ) | $ | (891 | ) |
| Total Liability | $ | (1,637 | ) | $ | (1,886 | ) |
| Right of Use Assets | $ | 1,494 | $ | 1,790 |
Amounts reported in the Statements of Revenues and Direct Expenses as of December 31, 2025 and 2024 were as follows:
| Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Operating Lease Costs | $ | 1,006 | $ | 934 | |
| Variable Lease Payments | $ | 120 | $ | 144 | |
| Foreign Exchange – under Finance expense (income) | $ | 175 | $ | (21 | ) |
Maturities of lease liabilities as of December 31, 2025 are as follows:
| Total | |||
|---|---|---|---|
| 2026 | $ | 1,159 | |
| 2027 | $ | 620 | |
| Total Undiscounted Lease Payments | $ | 1,779 | |
| Less: Amount Representing Interest | $ | (142 | ) |
| Total Lease Liability | $ | 1,637 |
Additional lease information:
| Weighted Average Annual Discount Rate (%) | 14.28 | % |
|---|---|---|
| Weighted Average Remaining Lease Term (years) | 1.26 |
NOTE6. Subsequent Events
Subsequent events have been evaluated through May 27, 2026, the date the Combined Abbreviated Financial Statements were available for issuance.
F-9
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION
INTRODUCTION
On April 1, 2026, QTREX Quantum Ltd. (formerly: Inspira Technologies Oxy B.H.N. Ltd). (“QTREX" or the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Nano Dimension Technologies Ltd. (Nasdaq: NNDM) (“NNDM” or the “Seller”) to acquire certain assets and assume certain liabilities related to NNDM’s Additively Manufactured Electronics (“AME”) and Fabrica businesses (collectively, the “Business”). The transaction closed on April 6, 2026 (the “Closing Date”).
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, to illustrate the effects of the acquisition on the historical consolidated financial statements of QTREX. The unaudited pro forma condensed combined statement of financial position gives effect to the acquisition as if it had occurred on December 31, 2025, and the unaudited pro forma condensed combined statements of operations give effect to the acquisition as if it had occurred on January 1, 2025.
Pursuant to the APA, the Company agreed to acquire certain assets of the Business, including intellectual property and proprietary software, equipment and tooling, inventory, customer contracts, accounts receivable and leasehold rights, and to assume certain related liabilities including contract liabilities. The purchase price for the Business consists of a closing cash payment and additional contingent consideration, subject to the agreed terms. The total potential consideration payable for the Business is up to $12,500 thousand and consists of: (i) a cash payment of $2,000 thousand, payable at closing; and (ii) potential contingent consideration of up to $10,500 thousand (the “Contingent Consideration”), which is based on net cash proceeds collected during the 12-months period following the Closing Date (the “Contingent Consideration Period”). The Contingent Consideration will consist of: (i) 50% of net cash proceeds collected as part of the AME, up to a maximum amount of $4,000 thousand; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500 thousand.
The acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, "Business Combinations". QTREX was identified as the accounting acquirer. This unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of QTREX's actual financial position or results of operations had the acquisition occurred on the dates indicated. It is also not a projection of future results. These statements do not reflect any anticipated synergies, operating efficiencies, cost savings, or integration costs that may result from the acquisition.
The pro forma information should be read in conjunction with:
| ● | QTREX's audited consolidated financial statements included in<br>its Annual Report on Form 20-F for the year ended December 31, 2025; |
|---|---|
| ● | The<br> Abbreviated Financial Statements of the Additively Manufactured Electronics and Fabrica Product<br> Lines of the Seller included in Exhibit 99.1 QTREX's Current Report on Form 6-K filed with<br> the SEC on May 27, 2026, of which this Exhibit 99.2 is a part; and |
| --- | --- |
| ● | The accompanying notes to the unaudited pro forma condensed<br>combined financial statements. |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET
AS OF DECEMBER 31, 2025
(US dollars in thousands)
| Registrant Historical | Acquiree Historical | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and Cash Equivalents | $ | 3,159 | $ | - | $ | - | $ | 3,159 | ||||
| Other Current Assets | 517 | 40 | - | 557 | ||||||||
| Inventory | 735 | 2,501 | 509 | 4(b) | 3,745 | |||||||
| Total Current Assets | 4,411 | 2,541 | 509 | 7,461 | ||||||||
| Right of Use Assets, Net | 452 | 1,494 | (39 | ) | 4(a) | 1,907 | ||||||
| Property, plant and Equipment, Net | 478 | 3,330 | (976 | ) | 4(a) | 2,832 | ||||||
| Total Non-Current Assets | 930 | 4,824 | (1,015 | ) | 4,739 | |||||||
| Total Assets | 5,341 | 7,365 | (506 | ) | 12,200 | |||||||
| Trade Accounts Payables | 107 | - | - | 107 | ||||||||
| Deferred Revenue | - | 1,552 | - | 1,552 | ||||||||
| Other Accounts Payable | 1,349 | - | 769 | 2,118 | ||||||||
| Lease Liabilities (ASC 842) | 286 | 1,091 | (26 | ) | 4(a) | 1,351 | ||||||
| Financial Liabilities at Fair Value | 1,082 | - | - | 1,082 | ||||||||
| Contingent Consideration | - | - | 697 | 697 | ||||||||
| Total Current Liabilities | 2,824 | 2,643 | 1,440 | 6,907 | ||||||||
| Lease Liabilities (ASC 842) | 194 | 546 | (13 | ) | 4(a) | 727 | ||||||
| Contingent Consideration | - | - | 259 | 259 | ||||||||
| Total Non-Current Liabilities | 194 | 546 | 246 | 986 | ||||||||
| Total liabilities | 3,018 | 3,189 | 1,686 | 7,893 | ||||||||
| Share Capital and Premium | 82,117 | - | - | 82,117 | ||||||||
| Accumulated Losses | (79,794 | ) | - | (79,794 | ) | |||||||
| Total Equity | 2,323 | - | 2,323 | |||||||||
| Total Liabilities and Equity | 5,341 | 3,189 | 1,686 | 10,216 |
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR The FISCAL YEAR ENDED DECMBER 31, 2025
(US dollars in thousands except for loss pershare)
| Registrant Historical | Acquiree Historical | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 289 | $ | 5,521 | $ | - | $ | 5,810 | ||||
| Cost of Revenues | 287 | 4,447 | 509 | 5(c) | 5,243 | |||||||
| Gross Profit | 2 | 1,074 | (509 | ) | 567 | |||||||
| Research and Development Expenses | 7,496 | 9,589 | (69 | ) | 5(c) | 17,016 | ||||||
| General and administrative expenses | 5,532 | 4,279 | (206 | ) | 5(b) | 9,605 | ||||||
| Sales and Marketing Expenses | 588 | 4,381 | - | 4,969 | ||||||||
| Other Expenses | 9 | 0 | 189 | 5(a) | 198 | |||||||
| Operating Loss | 13,623 | 17,175 | 423 | 31,221 | ||||||||
| Interest Income From Deposits | (64 | ) | - | - | (64 | ) | ||||||
| Finance Expenses (Income), Net | (339 | ) | 175 | - | (164 | ) | ||||||
| Loss Before Tax | 13,220 | 17,350 | 423 | 30,993 | ||||||||
| Taxes on Income | - | 0 | ||||||||||
| Total Comprehensive and Net Loss | 13,220 | 17,350 | 423 | 30,993 | ||||||||
| Basic net Loss per Ordinary Share | 0.45 | 1.049 | ||||||||||
| Weighted Average Number of Ordinary Shares Outstanding Basic and Diluted | 29,623,194 | 29,623,194 |
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL INFORMATIONFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
(US dollars in thousands except for loss pershare)
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations”, to illustrate the effects of the Company acquisition of substantially all of the assets and certain liabilities related to the Additively AME and Fabrica businesses of NNDM.
The unaudited pro forma condensed combined statement of financial position as of December 31, 2025, gives effect to the acquisition as if it had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, give effect to the acquisition as if it had occurred on January 1, 2025. The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with:
| (i) | QTREX’s audited consolidated financial statements as<br>of and for the year ended December 31, 2025; and |
|---|---|
| (ii) | The Abbreviated<br>Financial Statements of the AME and Fabrica Product Lines of NNDM., which were prepared in accordance with<br>Rule 3-05(e) of Regulation S-X. |
| --- | --- |
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have occurred had the acquisition been completed on the dates assumed, nor is it indicative of future results of operations of the combined company.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies, cost savings, integration costs, or other costs expected to be incurred following the acquisition.
Pro Forma Adjustments
The unaudited pro forma condensed combined financial information includes pro forma adjustments that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. These adjustments primarily reflect the preliminary application of purchase accounting, including the recognition and measurement of identifiable assets acquired and liabilities assumed based on management’s preliminary estimates.
The purchase price allocation reflected in the unaudited pro forma condensed combined financial information is preliminary and subject to change as additional information becomes available, including the completion of valuation analyses and the final determination of the fair values of assets acquired and liabilities assumed. Differences between preliminary estimates and final purchase accounting may be material.
NOTE 2 – ACCOUNTING POLICIES
Management has performed an initial review of the accounting policies of the Business to identify potential differences between the accounting policies of the Business and those of the Company. Based on this initial review, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. Accordingly, no pro forma adjustments related to accounting policy differences have been reflected.
N****OTE 3 –PRELIMINARY PURCHASE PRICE ALLOCATION
Total preliminary purchaseprice
The following table summarizes the preliminary estimated purchase consideration exchanged in connection with the acquisition of the Business. The preliminary purchase price reflects management’s best estimates based on information available as of the date of preparation of the unaudited pro forma condensed combined financial information.
| Amount | ||
|---|---|---|
| Cash consideration paid at closing (i) | $ | 2,000 |
| Contingent Consideration (ii) | 957 | |
| Total preliminary purchase price | $ | 2,957 |
| (i) | Represents<br>cash consideration of $2,000 (plus applicable value-added tax), paid to the Seller<br>in immediately available funds at the Closing Date. | |
| --- | --- | |
| (ii) | Represents the preliminary estimated fair value of contingent<br>consideration payable to the Seller, consisting of (a) 50% of aggregate AME net cash proceeds, capped at $4,000; and (ii) 50% of aggregate<br>Fabrica net cash proceeds, up to a maximum amount of $6,500. | |
| --- | --- |
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL INFORMATIONFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
(US dollars in thousands except for loss pershare)
Preliminary purchase priceallocation
The preliminary purchase price has been allocated to the identifiable assets acquired and liabilities assumed based on management’s preliminary estimates of their respective fair values as of the acquisition date. There was no excess of the preliminary purchase price over the estimated fair value of the net identifiable assets acquired.
The preliminary purchase price allocation is subject to change as additional information becomes available, including the completion of valuation analyses and the final determination of the fair values of tangible and identifiable intangible assets acquired, liabilities assumed, and contingent consideration. Any changes to the preliminary purchase price allocation may be material.
| Amount | ||
|---|---|---|
| Assets Acquired: | ||
| Trade receivables | 251 | |
| Inventory | 2,501 | |
| Property and equipment | 2,344 | |
| Operating lease right of use assets | 1,561 | |
| Total assets acquired | 6,657 | |
| Liabilities Assumed: | ||
| Contract Liabilities | 1,370 | |
| Operating lease liability | 1,561 | |
| Israel Innovation Authority Liability | 769 | |
| Total liabilities assumed | 3,700 | |
| Total preliminary purchase price | 2,957 |
N****OTE 4 –ADJUSTMENTS TO THE PRO FORMA CONDENSED COMBINED BALANCE SHEET
| (a) | The pro forma condensed combined balance sheet as of December<br>31, 2025, reflects the application of the preliminary purchase price allocation to the identifiable assets acquired and liabilities assumed<br>in connection with the acquisition. Other than the adjustments related to the preliminary purchase price allocation described in Note<br>3, no additional pro forma adjustments to the historical balance sheet amounts were required. |
|---|---|
| (b) | The adjustment steps up the pro forma balance sheet for the<br>Business’s finished goods and work-in process inventory to a fair value of approximately $2,501. The calculation of fair value<br>is preliminary and subject to change. The fair value was determined according to ASC 820, based on the estimated selling price of the<br>inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts |
| --- | --- |
NOTE 5 – ADJUSTMENTS TO THE PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
| (a) | The unaudited pro forma condensed combined statements of operations<br>have been adjusted to reflect the accrual of additional transaction-related costs incurred by the Company subsequent to December 31,<br>2025 in connection with the acquisition of the Business. Such transaction costs primarily consist of legal, accounting, valuation, and<br>other professional fees that are directly attributable to the acquisition. The amount of additional transaction costs reflected in the<br>unaudited pro forma condensed combined statements of operations is $189 thousand. |
|---|---|
| (b) | Represents the estimated decrease to depreciation expense of<br>$275 thousand computed on a straight-line basis using an estimated weighted average useful life of 3.5 years following the preliminary<br>purchase price allocation to property and equipment, as if the Business acquisition was consummated on January 1, 2025. |
| --- | --- |
| (c) | The pro forma income statement for the year ended December 31, 2025 is adjusted to increase cost of<br> sales by the same amount as the inventory that is expected to be sold within one year of the acquisition date. |
| --- | --- |
NOTE 6 – EARNINGS PER SHARE
No equity instruments were issued in connection with the acquisition of the Business. Accordingly, the transaction did not have any impact on the weighted-average number of ordinary shares outstanding, and no pro forma adjustments to basic or diluted earnings (loss) per share were required.
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