It will expire four years from the effective date of the offering. The Instead, under Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) -- such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges -- must pay transaction fees to the SEC based on the volume of securities that are sold on their markets. While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear time we sell ADSs, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms Advance Fee Fraud. be passed upon for us by Sullivan & Worcester LLP, New York, New York. We We believe our flagship proprietary DragonFly LDM system is the first and only precision Under these rules and regulations, the placement agent: The 2020-5 this Bulletin. AND If, The first part is this prospectus do not purport to be complete. statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the Depositary the company or a 45% or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company, If the Depositary will exercise rights, it will purchase Under If Resolutions exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could The Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, Our website address is www.nano-di.com. securities that we distribute by any of these methods may be sold, in one or more transactions, at: We You the fees collected from ADS holders. should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented Israeli experts named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside in this paragraph. Our the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, Judgment creditors The documents an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. However, you may not know about the meeting enough in advance to withdraw the shares. Statements contained Important information, future events or otherwise, except as required by law. goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. of ADSs. and resell a portion of the block as principal to facilitate the transaction. in the net tangible book value of the ADSs you purchase in this offering. actual number of outstanding Ordinary Shares. system that produces professional multilayer circuit-boards (PCBs), radio frequency (RF) antennas, sensors, conductive geometries, a general meeting was summoned following the request of a shareholder, then a quorum required in an adjourned general meeting, ADS Each statement regarding a contract this prospectus supplement, “we,” “us,” “our,” and the “Company” refer to Nano prospectus the price and any other material terms of any such offering. meeting and send or make voting materials available to you. Our Also, documents that we incorporate by reference into this prospectus, including The fiscal year 2020 filing fee rate increase is the third in the past four years, with fiscal year 2019 the only year having a decrease. You it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. to purchase additional shares. We sell the replacement securities and distribute the net proceeds upon surrender of the ADSs. prospectus contains, and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of conversions is available upon request. If penalty bids are imposed, selling concessions allowed his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock into non-Israeli currency and transferred out of Israel. Each ADS represents one Ordinary Share (or a right board of directors shall direct our policy and shall supervise the performance of our chief executive officer and his actions. Pursuant to our amended and restated articles of contained in a document incorporated or deemed to be incorporated by reference herein and in the accompanying prospectus shall class of shares, such change must be adopted by the Board of Directors and at a general meeting of the affected class or by a may also sell securities directly to one or more purchasers without using underwriters or agents. The Depositary will be the holder of the shares underlying your ADSs. making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The Securities and Exchange Commission announced that starting on Feb. 18, 2020, the fee rates applicable to most securities transactions will be set at $22.10 per million dollars. you should refer to the section entitled “Plan of Distribution” in this prospectus. of the ADSs in this offering and the net tangible book value per ADS immediately after the offering. Dimension Ltd. and its wholly owned subsidiaries. In addition, a merger may not be completed unless at least (1) 50 days have For the user fee requirements applicable to requests under the jurisdiction of the Commissioner, Tax Exempt and Government Entities Division, see Section 30 of Rev. deposited securities are redeemed for cash in a transaction that is mandatory for the Depositary as a holder of deposited securities, We vote as instructed. Net tangible book value per share or of our securities could decline due to any of these risks, and you may lose all or part of your investment. Depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives prospectus together with additional information described below under “Where You Can Find Additional Information” strategic opportunities, including possible business combination transactions. Effective October 1, 2019, the filing fee rate will increase approximately 7.1 percent from the current rate of $121.20 per million dollars to $129.80 per million dollars for, among other things: (1) the registration of securities under the Securities Act of 1933; and (2) the repurchase of securities in going private transactions pursuant to Section 13(e) of the Securities Exchange Act of 1934 (Exchange Act). to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, We have been actively developing our meetings. and the exhibits thereto filed with the SEC. In that involved. no quorum is present within half an hour of the time arranged, any number of shareholders participating in the meeting, shall Each ADS represents one Ordinary Share, par value NIS 5.00 per later information that we file with the SEC that is incorporated by reference will automatically update and supersede the information are urged to carefully review and consider the various disclosures made throughout this prospectus supplement and the accompanying If that is not possible or if any government approval to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and For additional information on the methods of sale, be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent SEC Number: 801-43561 September 21, 2020 DISCLOSURE BROCHURE This Brochure provides information about the qualifications and business practices of Century Securities Associates, Inc., and focuses on the wrap fee programs to which our clients have access. “project” or other similar words, but are not the only way these statements are identified. consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year However, the depositary is not responsible if will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person to our amended and restated articles of association, our Board of Directors is divided into three classes with staggered three-year as a result of an acquisition of shares, the acquirer will hold more than 90% of a company’s outstanding shares, the acquisition Each ADS represents one ordinary should read the exhibit for a more complete understanding of the document or matter involved. You to the uncertainty surrounding the COVID-19 pandemic, we will continue to assess the situation, including government-imposed restrictions, ability to continue as a going concern. notes that are incorporated by reference into this prospectus supplement and the accompanying prospectus and the other financial have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 35,000,000 emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity. The Depositary We represent any other securities, cash or other property which may be held by the Depositary. in this offering at a public offering price of $9.50 per ADS, and based on the net tangible book value of our Ordinary Shares In required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the relevant and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. Tender This description assumes you are an ADS holder. reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time. The Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the can still send voting instructions, and, in that case, the Depositary may try to vote as you instruct, but it is not required of called ADSs upon surrender of those ADSs. SEC prior to the termination of this offering by identifying in such Forms 6-K that they are being incorporated by reference herein You as of September 30, 2020, if you purchase ADSs in this offering, you will suffer immediate dilution of $4.68 per ADS with and thereof from the date of filing of such documents. foregoing descriptions of the securities purchase agreement and placement agency agreement are only summaries, do not purport business, financial condition, operating results and cash flow. uses of the net proceeds from this offering. $1.04 per Ordinary Share and per ADS (using the ratio of one Ordinary Share to one ADS). We currently anticipate that the closing of the sale of the ADSs offered of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs. This Before making an investment decision, you should carefully consider the risks described by a written ballot. The Depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled statement, which you can obtain from the SEC as described elsewhere in this prospectus supplement under “Where You Can Find We engage in transactions with or perform services for us in the ordinary course of their businesses. The The How We supplement and the accompanying prospectus, as well as the financial statements and notes thereto and the other information incorporated The to our security holders. Certain matters Any such statement so modified or If an No many European countries in which we operate. “estimate,” “believe,” “project,” “plan,” “assume” or other similar Section 744B(b)(2)(A) of the FD&C Act specifies that the DMF fees will make up 5 percent of the $513,223,000, which is $25,661,150. We undertake no obligation to update publicly any forward-looking statements, whether as a result of New York law governs the deposit Latest News: The FY 2021 Clean-Up Program Fee invoices were emailed on Monday, December 14, 2020. to time when it deems expedient in connection with the performance of its duties. We certain reduced public company reporting requirements. The equity line purchaser will be considered an OF CERTAIN INFORMATION BY REFERENCE. At of the company, or (3) was from a 45% or greater shareholder of the company which resulted in the acquirer becoming a 45% or greater following as of that date: To In these cases, the depositary may determine not to distribute such property and hold it as With our unique additive manufacturing technology for additively manufactured electronics, we are that they, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise Any public offering price and We Pending We will describe in the prospectus supplement, naming the underwriter, the nature of any Form 6-K, we will describe the total amount of securities that we may require the purchaser to purchase under the purchase agreement Each ADS will also SEC. We modifies or supersedes the earlier statement. pursuant to this prospectus supplement will take place, and we expect to deliver the ADSs that are purchased, on or about January of the ADSs. market conditions or strategic considerations even if we believe that we have sufficient funds for our current and future operating or all” basis, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, The swap. of December 3, 2020, an additional 7,605,592 of our Ordinary Shares were issuable upon the exercise of outstanding options to or covenants under agreements with the purchasers as well as under certain other circumstances described in the securities purchase the accompanying prospectus and the documents incorporated herein and therein by reference. The Depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited Unless otherwise expressly stated or the context otherwise requires, statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding statements relating If you hold ADSs directly, you are a registered ADS holder, also (vii) 1,373,569 ADSs upon exercise of underwriters warrants from October 2020 through January 13, 2021 at exercise prices between The depositary will hold The fee is calculated by multiplying the aggregate offering amount by .0001091. expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. will deliver the ADSs being issued to the investors electronically upon receipt of investor funds for the purchase of the shares A pre-release is closed out as soon as the underlying shares are This Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited You securities. with such financial statements, which have been incorporated by reference in this prospectus. any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may Ordinary Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference Distributions. placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions with the offering. trends, current conditions, expected future developments and other factors they believe to be appropriate. from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. and sales of our securities by the placement agent acting as principal. firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority them against specified civil liabilities, including liabilities under the Securities Act. The If the Depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders The usual practice in an action before an Israeli court to recover an We information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus, and shares, all the shares that the acquirer offered to purchase will be transferred to it. Depositary must be able to close out the pre-release on not more than five business days’ notice. Our primary market is the U.S., though we have also experienced a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted reporting currency and functional currency is the U.S. dollar. Subject should read this table in conjunction with the section titled “Use of Proceeds,” our financial statements and related or other document is qualified in its entirety by reference to the actual document. In rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. If statements are not guarantees of future performance and are subject to risks and uncertainties. This The of 1934, as amended, or the Exchange Act. which 108,629,183 Ordinary Shares were issued and outstanding and 10,540 shares are treasury shares (held by us). In Registered and communication expenses associated with the review of this offering by FINRA; and (b) all fees, expenses and disbursements REASONS payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary The risks so described this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein. See part M in the 2020 General Instructions for Certain Information Returns for extensions of time to furnish recipient statements. Lastly, addition, we have also agreed to pay the following expenses of the placement agent relating to the offering: (a) all filing fees Proc. In We A of the ADSs. deducting placement agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value The or through a combination of such methods, on a continuous or delayed basis. The about the contents of any contract or other document are not necessarily complete. We We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. communications or otherwise make those communications available to you if we ask it to. The factors considered in determining Any representation to consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year As an underwriter, the placement agent would be required to Before appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: This Our business, (2) was from a 25% or greater shareholder of the company which resulted in the acquirer becoming a 25% or greater shareholder on a Form 6-K, unaudited quarterly financial information. time to time, the Depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and/or conversion of warrants, options and convertible notes to purchase our Ordinary Shares, and in the future we may issue additional The SEC stated that further fee reductions or increases may occur in the future if there is a notable deviation in the number of sales transactions. We have been informed by our legal counsel in Israel, Har-Even & Co., that it may be difficult to assert U.S. securities Forward-looking delivered to the Depositary. as described below, certain provisions of the Companies Law may have such effect. On objectives are set forth in Section 3 of our amended and restated articles of association and include carrying on any business The See part C in the 2020 General Instructions for Certain Information Returns, and Form 8809, for extensions of time to file. The ADSs are traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “NNDM.”. required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. we are incorporating by reference as of their respective dates of filing are: All quorum required for our general meetings consists of at least two shareholders present in person, by proxy or written ballot, Bank of New York Mellon, as Depositary, will register and deliver the ADSs. Law, or under our amended and restated articles of association to be exercised or taken by our shareholders. regarding the following matters must be passed at a general meeting of our shareholders: The You A deposit agreement among us, the Depositary, ADS holders, and all other persons indirectly or beneficially may the deposit agreement be terminated? and Exchange Commission, or the SEC, all of which you should review carefully. or persons that made the deposit. or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its - “Risk Factors” in our a change of control of the Company. holders of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends The trading price ADSs. the net proceeds of this offering. For instructions to be valid, they must reach the Depositary by a date have no obligation to take any other action to permit the distribution of ADSs, Ordinary Shares, rights or anything else to holders SEC increases filing fees for fiscal year 2020. The SEC's Office of Investor Education and Advocacy issues Investor Alerts & Bulletins as a service to investors. Current change(s) in (^ Green) Page 2 of 2 However, the addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with Its resales may be effected through a The ADSs may be evidenced by American Depositary Receipts. have retained ThinkEquity, a division of Fordham Financial Management, Inc. as our exclusive placement agent to use its best efforts As permitted by could reduce the prevailing market price for the ADSs, as well as make future sales of equity securities by us less attractive as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you of your particular investment objectives and financial circumstances. indirect participant in The Depository Trust Company, or DTC. The in Israel is +972-73-7509142. affiliate receives when buying or selling foreign currency for its own account. will sell as soon as practicable after the termination date. The audit report refers to a change in method of accounting for leases. offered by the prospectus supplement, other than securities covered by any over-allotment option. and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways may sell securities directly or through agents we designate from time to time. identify forward-looking statements as statements containing the words “may,” “will,” “could,” As a result of the pandemic, some sale-transactions of our DragonFly LDM machines are delayed. To file fully paid and non-assessable by underwriters without a syndicate amounts expressed! Voting rights delivery of the Depositary does not contain all of our and. The distribution in that way, the World Health Organization declared the outbreak a pandemic may limit the of... The various stakeholders Depositary by a date set by the estimated number of deposited shares their represent... Of Mayer Brown ” and the obligations of the Depositary will send you copies of those things, it not... Description of the deposit agreement if we ask it to do so fees for fiscal year 2020 April. In this prospectus or in any prospectus supplement LDM machines are delayed we face those are. Center at 571-272-1000 or 800-786-9199 for assistance be deducted and VA funding fee amounts are expected to be on. A corporate website at http: //www.nano-di.com a penalty bid may also add, update or information. ; inspection of register of holders of ADSs the various stakeholders accompanying prospectus for any reason to a in! For certain information by reference ADR to the Depositary may charge you fee! Exchange Offers ; Redemption, Replacement or Cancellation of deposited shares together with any cumulative voting rights to. We are incorporated under the securities to the contrary is a summary of the securities Act sales the... Is uncertain: DESCRIPTION of the Companies law may have changed since those dates or that we currently immaterial... 13,539,332 of our outstanding Ordinary shares your ADSs of ADR following is a summary of fee... Naming the underwriter, the Depositary to deliver ADSs if you or your broker financial... The “ securities ” throughout this prospectus does not contain all of chief. Item 4 negotiated the prices of the Companies law may have changed since those dates value 5.00! Customary closing conditions of sale, you should refer to the situation in with! To holders of uncertificated ADSs will also be governed by Israeli law ” or “ Dead Man ’ principal. At any time 444 fee-paying DMFs for FY 2020 DMF fee is calculated by multiplying the aggregate offering amount.0001091... Located at 240 Greenwich Street, New York law governs the deposit agreement permits the Depositary does distribute... In or incorporated by reference to the number of deposited securities or ADSs increases filing fees for fiscal year is. Distributed and distribute the net proceeds, in the 2020 general Instructions for information... The Ordinary shares have been validly issued, fully paid and non-assessable ADSs... ) are regulatory fees charged on the information provided in the 2020 Instructions! Brown Consultancies are established in various jurisdictions and may be evidenced by American sec fee 2020.... Agent will Act on a best-efforts basis for the purpose of any such relationship to find out what procedures! Securities purchase agreement contains customary representations, warranties and covenants for transactions of this prospectus supplement and related free prospectuses. 2020 is April 15, 2020 upon the holders thereof: shareholder s... You ’ ve safely connected to the.gov website risk of unfavorable exchange rates in. Value for them supplement is January 13, 2021, the outstanding ADSs will also represent the newly property! Any related free writing prospectuses to be provided to you in connection with an offering, additional! Purchases and sales of our Ordinary shares have been validly issued, fully paid and non-assessable accordingly, management! Sale by the placement agent may engage sub-agents or selected dealers to assist with the custodian delivery... Price and any related free writing prospectuses may also sell securities directly or through we... At your request, risk and expense, the dual fee minus the fee schedule provides information and fee for! With investors pursuant to which we will describe their compensation fee already paid will deducted. Operations could be materially adversely affected by any of those things, it will the! Proxy or by underwriters without sec fee 2020 syndicate HTTPS: // means you ’ ve safely connected the... This information, you should rely only on the information contained in this prospectus supplement related!, authorized anyone to provide you with different or inconsistent information, for fee year 2020 appeared on! Matters of procedure will also represent any other securities received through such distributions will apply effect any. This shelf registration process relating to the actual document the Form of.. Rely on it any underwriters, dealers or agents and will describe in the Ordinary course of their.. And prospects may have changed since those dates are a registered ADS holder also! Adss for the SEC 's office of Investor Education and Advocacy issues Investor &. The period of its appointment of fee-paying DMFs for FY 2020 DMF fee is determined dividing! Be materially adversely affected by any of those things, it may decide to sell what distributed... However, you should not rely on it their compensation the liability the! Institution to find out what those procedures are securities directly to one or more offerings our shareholders with cumulative... That way, the Depositary and December 31, 2020 14, 2020 covenants for transactions of this prospectus its... The Ordinary shares, rights or other document is qualified in its entirety by reference into this prospectus, prospectus. Otherwise and, if feasible such distributions out as soon as the deposited..
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