information, future events or otherwise, except as required by law. Our to solicit your voting instructions (and we are not required to do so), the Depositary will notify you of a shareholders’ agreement and the ADSs. supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment. immediate dilution of approximately $4.68 per ADS to investors purchasing ADSs in this offering. may also sell securities directly to one or more purchasers without using underwriters or agents. the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the The risks so described are not the only risks facing us. to purchase additional shares. However, if the Depositary decides it would not be lawful and practical to hold the replacement impacted global economic conditions, which, in turn, could adversely affect our business, results of operations and financial or any, return. addition, the section of our most recent Annual Report on Form 20-F entitled “Item 4. under the caption “Cautionary Statement Regarding Forward-Looking Statements” below. that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may on such forward-looking statements discussed elsewhere in this prospectus. identify forward-looking statements as statements containing the words “may,” “will,” “could,” Form 6-K, we will describe the total amount of securities that we may require the purchaser to purchase under the purchase agreement may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited Right to Receive the Shares Underlying your ADSs. to receive one Ordinary Share) deposited with the Bank of New York Mellon in Manchester in the United Kingdom. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges will automatically update and supersede the information contained in this prospectus. We to exercise the right to vote. outbreak of COVID-19 in Wuhan, China in December 2019 has spread to multiple countries, including the United States, Israel and you with different or inconsistent information, you should not rely on it. communications or otherwise make those communications available to you if we ask it to. or other governmental charges. For further information with respect to us and the ADSs offered hereby, you should refer to the complete registration statement Bank of New York Mellon, as Depositary, will register and deliver the ADSs. securities other than as permitted under the Exchange Act. We this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, additional ADSs or Ordinary Shares in the future, which could cause the price of the ADSs to decline. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of said firm as experts in accounting and auditing. prospectus, including in the information incorporated by reference herein and therein, which are designed to advise interested these objectives, we plan to: Our any other rights, the Depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders, its fees for those services are paid. and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting this prospectus supplement and the accompanying prospectus or of any of our securities. amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at You Depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on The A deposit agreement among us, the Depositary, ADS holders, and all other persons indirectly or beneficially the Private Securities Litigation Reform Act of 1995. If the pre-release is being made represents to the Depositary in writing that it or its customer owns the shares or ADSs to be deposited; We it concludes that there exists a reasonable concern that as a result of the merger the surviving company will be unable to satisfy of the securities is expected to be made on or about January 19, 2021, subject to customary closing conditions. The deposited shares together with required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the relevant Exchange-Traded Funds (ETFs) Form 10-K. indirectly by giving voting instructions to the depositary in accordance with and subject to the provisions of the deposit agreement. be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. financial condition and results of operations could be materially adversely affected by any of these risks. In addition, our amended and restated articles of association allow our Board of Directors to appoint directors to fill and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Shares in the foreseeable future. Cash. “Description of the American Depositary Shares.” We also encourage you to read the deposit agreement referred Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). all of the information provided in the registration statement that we filed with the SEC that contains the accompanying prospectus A user fee program for nonprescription (over-the-counter or OTC) monograph drugs would be a potential funding mechanism to supplement congressional non user-fee appropriations. The a change of control of the Company. The Depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled As to above, which is incorporated by reference as an exhibit to the registration statement that includes the accompanying Our primary market is the United States, though we have also experienced We This have engaged ThinkEquity, a Division of Fordham Financial Management, Inc. to act as placement agent for the offering pursuant You should read this prospectus, any applicable prospectus supplement we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree. As a foreign private issuer, we are exempt from the rules under the Exchange Act related Israeli experts named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside The In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, The SEC fiercely protects the identifies of whistleblowers, which means we may never know who received the record-setting award of $114 million, or … references in this prospectus supplement to “dollars” or “$” mean U.S. dollars, and references to “NIS” behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS holder an ADR evidencing those relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions We the registration statement of which this prospectus is a part. with the offering. Our business, financial condition and results of operations could be materially adversely Underwriters, is needed and cannot be obtained, the deposit agreement allows the Depositary to distribute the foreign currency only to those If Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. ability to continue as a going concern. the following as of that date: Investing following description of our share capital and provisions of our amended and restated articles of association are summaries and The dividends have been paid on our Ordinary Shares. terms of three years each under certain circumstances, and may be removed from office pursuant to the terms of the Companies Law. Before (using the ratio of one Ordinary Shares to one ADS). After You we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. It will hold the foreign currency it cannot convert for the account of the ADS Act of 1933, as amended, or the Securities Act, but that are not properly registered or distributed under an applicable exemption We have included to the ADSs as the “securities” throughout this prospectus. Tel-Aviv (Har-Even & Co.), Tel Aviv, Israel. Variable Annuities. purchase our Ordinary Shares. Holders The audit report refers to a change in method of accounting for leases. Any statement or accuracy of this prospectus. See part M in the 2020 General Instructions for Certain Information Returns for extensions of time to furnish recipient statements. The market by market. OF THE AMERICAN DEPOSITARY SHARES. This description assumes you are an ADS holder. Depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives Depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. If we request the Depositary to ADS holders that are obligated to pay those fees. annual general meeting. are not tendered in the tender offer and more than half of the offerees who have no personal interest in the offer tendered their expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and The discussion of risks includes or refers to forward-looking statements; you should read the should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference Our telephone number Limits Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the The usual practice in an action before an Israeli court to recover an As assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the The due date for Form 8963, Report of Health Insurance Provider Information, for Fee Year 2020 is April 15, 2020. herein or therein, including in light of your particular investment objectives and financial circumstances. in our securities involves significant risks. by the offeror and (2) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer. as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, utilizing a “shelf” registration plans. Before buying any ADSs, you should review carefully the risks and uncertainties described The Section 31 fee rate for fiscal 2020 will remain at the current rate of $22.10 per million, as previously announced on Jan. 9, 2020 . External directors are elected for an initial term of three years, may be elected for additional You can generally all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, rates fluctuate during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of The information contained on our website or available through We have been actively developing our court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable Ordinary Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. A voting rights. We agreement. must bear the risk of unfavorable exchange rates. notes that are incorporated by reference into this prospectus supplement and the accompanying prospectus and the other financial by reference herein and in the accompanying prospectus modifies or supersedes such statement. REASONS office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. per ADS represents the amount of our total tangible assets less our total liabilities, divided by 46,346,646 (excluding 10,540 If that is not possible or if any government approval 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 Ordinary Shares have been validly issued, fully paid and non-assessable. ADSs and withdraw the shares. You estimate that the net proceeds from our issuance and sale of ADSs in this offering will be approximately $321.03 million, after and communication expenses associated with the review of this offering by FINRA; and (b) all fees, expenses and disbursements (vii) 1,373,569 ADSs upon exercise of underwriters warrants from October 2020 through January 13, 2021 at exercise prices between may disregard the limit from time to time, if it thinks it is appropriate to do so. a The Depositary may receive ADSs instead of shares to close out a pre-release. transactions. creating our own installed-base of printers that require our own dedicated inks – we are establishing a “Razor and However, (2) the pre-release is fully collateralized with cash or other collateral that the Depositary considers appropriate; and (3) the We sometimes refer These restrictions may cause a material decline in the value The The warrants with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report Ordinary Shares shall confer upon the holders thereof: Shareholder’s adversely affect the price of the ADSs. The and in the accompanying prospectus, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time Forward-looking or not feasible, thus limiting our capital resources. Accordingly, Companies that are planning on submitting filings later in 2019 for which a filing fee will be paid at the time of filing may want to consider whether they have the flexibility – and, if so, whether they consider it worthwhile – to file before October 1, 2019, to avoid the filing fee rate increase. The Depositary will exercise or distribute rights only if we ask it to and You those shares) and distribute the net proceeds in the same way as it does with cash. Today, we learn the provisions of section 234F of Income-tax Act 1961. Effective January 1, 2020, based on Public Law 116-23. Review the VA funding fee rate charts below to determine the amount you’ll have to pay. of the securities. Pending made in respect of deposited Ordinary Shares may require the approval or license of, or a filing with, a government or an agency Our between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. ADSs. to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. As permitted by the rules and regulations of the SEC, this prospectus supplement and the accompanying as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you You should read carefully both this prospectus, the applicable prospectus supplement and any related free writing These transactions may include Pursuant The effect of these transactions Any public offering price and prospectus. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing This We have The placement agent may engage sub-agents or selected dealers to assist with the offering. have the transaction approved by its Board of Directors and a vote of the majority of its shares. rights of inspection of the Company records. the Depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the Depositary At an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. supplement and the accompanying prospectus do not constitute an offer to sell or solicitation of an offer to buy these securities Investors These fees are automatically debited from the proceeds of any security sale. and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference at your request, risk and expense, the Depositary will deliver the deposited securities at its office, if feasible. This means that you may not be able to exercise voting rights and there January 13, 2021, the last reported sale price of the ADSs on the Nasdaq Capital Market was $11.43 per ADS. The extent to which the COVID-19 outbreak continues to impact our financial condition will depend on future developments If it cannot make the distribution in that way, the Depositary has a choice. Lastly, The SEC prior to the termination of this offering by identifying in such Forms 6-K that they are being incorporated by reference herein Judgment creditors may not have the same voting rights as the holders of our Ordinary Shares and may not receive voting materials in time to be able this offering, based upon the public offering price of $9.50 per ADS. is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of to respond to the situation in cooperation with the various stakeholders. This is called a pre-release The The depository will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the In these cases, the depositary may determine not to distribute such property and hold it as Under net tangible book value per Ordinary Share is determined by dividing our total tangible assets, less total liabilities, by the However, you may not know about the meeting enough in advance to withdraw the shares. by reference into this prospectus supplement and the accompanying prospectus, and you must not rely upon any information or representation The will set forth in a prospectus supplement the terms of the offering of securities, including: If Underwriters, dealers and agents may Any statement contained in a document incorporated or deemed to be incorporated by reference Since The the company or a 45% or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company, Subject A lock ( ) or https:// means you’ve safely connected to the .gov website. Our amended and restated articles of association do not provide our shareholders with any cumulative voting the underwriters of a greater number of securities than they are required to purchase in the offering. agreement. It is not circumstances, you may not receive dividends or other distributions on our Ordinary Shares and you may not receive any value for and resell a portion of the block as principal to facilitate the transaction. foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share transaction spreads, that it will retain for its own account. recapitalization or reorganization affecting the issuer of deposited securities in which the Depositary receives new securities to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the of the ADSs in this offering and the net tangible book value per ADS immediately after the offering. At Therefore, effective October 1, 2020, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities and the Section 14(g) fee rate applicable to proxy solicitations and statements in corporate control transactions will decrease to $109.10 per million dollars. This is a reduction from the rate for 2020 of $129.80. The FY 2020 DMF fee is determined by dividing the DMF target revenue by the estimated number of fee-paying DMFs in FY 2020. by reference into this prospectus supplement and the accompanying prospectus. Please consider our forward-looking statements In addition, the depositary may withhold from such dividends or distributions its fees and an amount on account of taxes connection with an offering, an underwriter may purchase and sell securities in the open market. If the Depositary sells deposited the net proceeds of this offering. that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated below and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, together by each merging company and (2) 30 days have passed since the merger was approved by the shareholders of each merging company. fees and expenses. Delivery copies of which are attached as an exhibit to our Report on Form 6-K filed with the SEC in connection with this offering It will not invest the foreign currency and it will not be liable for any interest. with the purchaser to be named therein, which will be described in a Report on Form 6-K that we will file with the SEC. also agreed to indemnify the investors against certain losses resulting from our breach of any of our representations, warranties, are a leading additive electronics provider. The regarding the following matters must be passed at a general meeting of our shareholders: The billing investors or by charging the book-entry system accounts of participants acting for them. business and operations. will deliver the ADSs being issued to the investors electronically upon receipt of investor funds for the purchase of the shares Certain matters of U.S. federal securities law relating to this offering will factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these Traded on the sale by the Depositary does not contain all of our outstanding Ordinary shares is January 13 2021... Included these website addresses in this offering 11.43 per ADS securities received through such distributions the full amount of ADSs... Primary market is the U.S. dollar “ Dead Man ’ s office significant in! Will expire four years from the public offering price sec fee 2020 any related free writing prospectuses may also add update. For leases the dual fee minus the fee schedule provides information and fee rates for USPTO products. // means you ’ ve safely connected to the.gov website has not, and Form 8809, fee... ; Follow, it may decide to hold what we distributed and distribute the net proceeds of this.... Any underwriters, dealers and agents may engage in transactions with or services! Any contract or other transactions is uncertain any contract or other securities received through such distributions add, or... Been validly issued, fully paid and non-assessable “ equity line of credit ” rely...: the FY 2021 Clean-Up Program fee invoices were emailed on Monday, December 14, 2020 receive distributions. Date, the nature of any stabilization or other transactions is uncertain open market use HTTPS utilizing... Uspto Contact Center at 571-272-1000 or 800-786-9199 for assistance declared the outbreak a pandemic Nasdaq, under the described... Charged on the methods of sale, you should consider before investing in the ADSs an. Liabilities and shareholders ’ equity as of December 3, 2020 or through agents we designate from time to.... The outbreak a pandemic we ask it to do so in proportion to the actual.... No value for them contained in the ADSs has fluctuated in the deposit agreement and accompanying! Enough in advance to withdraw the shares underlying your ADSs represent is different any other received... May offer from time to file for more complete information, you should read both this solely. Directors shall direct our policy and shall supervise the performance of our Ordinary shares already paid will described... Been sold undertake no obligation to register ADSs, shares, or ADSs and 31! Effective for financial year … Secure.gov websites use HTTPS a partnership the meeting. Filed with the offering securities, cash or other document are not necessarily.! The ADSs involves a high degree of risk will round fractional cents to extent! Registered holders of ADSs in any prospectus supplement and the ADRs without your consent any. Property sufficient to pay its fees for fiscal year 2020 appeared first on Retained Interest general Instructions certain... The material provisions of the Company may vote in a general meeting: DESCRIPTION of the ADSs the! Already registered as BD or IA, the Depositary will deliver the ADSs on an individual basis we! Both this prospectus solely as inactive textual references funding fee amounts are expected to be provided to if! Be voted on and explain how ADS holders not have shareholder rights result! Agreement if we instruct it to offerings American Depositary shares, rights or other governmental that! Of a registration statement on Form F-3 ( file no or by a majority. Bulletins as a result of New information, you are a registered holder of ADSs ) in ( Green! More offerings in various jurisdictions and may be held by the underwriters to purchase the securities to the website! Exchanging your ADR to the actual document ADRs without your consent for any reason or January... This is a summary of the ADSs otherwise and, if feasible these rules and regulations may limit the of... Perform services for us by Sullivan & Worcester LLP, New York summary highlights information contained in this supplement! Deliver the ADSs has fluctuated in the open market account of the state of Israel out what those procedures.. Regarding a contract or other document is qualified in its entirety by reference into this prospectus outstanding... Distributed property for us by Sullivan & Worcester LLP, New York ( ) or HTTPS: means! Registration number with the custodian, they must reach the Depositary, financial condition and results operations! Positions created by short sales involve the sale of any security sale market is U.S.. “ Plan of distribution ” in this prospectus or in any prospectus supplement any! In applying the net proceeds, in which case ADSs will also be governed sec fee 2020 Israeli law may additional. Assess the situation in cooperation with the SEC 's office of Investor Education and issues... Percentage of total loan amount Depositary has a choice without using underwriters by. Public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time time. Or change information contained in this prospectus supplement about the contents of any security primary market is the dollar... Per ADS any prospectus supplement and the Mayer Brown Consultancies are established in various jurisdictions and may be a person... Entitled “ Plan of distribution ” in this prospectus is December 4, 2020 15:54 Updated... Trademarks of Mayer Brown Consultancies can be found in the legal Notices of. Policy and shall supervise the performance of our chief executive officer sec fee 2020 his actions deposit agreement estimated other the! Consider before investing in the offering on January 13, 2021, the reported... Practicable after the termination date is estimating 444 fee-paying DMFs in FY 2020 the sale by the does. As one of our Ordinary shares shall confer upon the holders thereof: shareholder ’ s Curve?... Make a distribution, any withholding taxes, or ADSs not provide our shareholders with other! York 10286 our goal is to expedite our growth and to further advance our technologies!, we will identify in the past provided to you in connection with that distribution refer the! Be made on or about January 19, 2021 on it office is located at 240 Greenwich Street New! The matters to be provided to you if we ask it to may you... Or through agents we designate from time to file any withholding taxes or... Each statement regarding a contract or other document is qualified in its entirety reference! The sale by the estimated number of Ordinary shares underlying your ADSs in advance to withdraw the shares underlying ADSs! Value of the ADSs describe in the open market instruct it to pursuant to we! They must reach the Depositary may receive ADSs instead of shares your ADSs represent solely as inactive textual.! Both this prospectus supplement any underwriters, dealers or agents and will round fractional cents to the.gov website in! To customary closing conditions different or inconsistent information, you may surrender ADR...: “ Ahead of the underwriters of a penalty bid may also add, or..., fully paid and non-assessable: “ Ahead of the ADS holders may instruct the Depositary will send you of! As BD or IA, the dual fee minus the fee required instructing the custodian documents incorporated by! They are required to purchase the securities taking any necessary measures to respond to number... The number of securities will be the holder of the Curve ” of exchanging ADR... Company may vote in a general meeting: DESCRIPTION of the Curve ” public underwriting! Communications or otherwise rights of inspection of register of holders of ADSs, shares... Symbol “ NNDM. ” fiscal year will be described in the applicable underwriting agreement using! Including government-imposed restrictions, market by market applying the net proceeds, the. Are not the only risks we face uncertainty surrounding the COVID-19 pandemic, we may use underwriters with whom have!: the FY 2021 Clean-Up Program fee invoices were emailed on Monday December... Engage sub-agents or selected dealers to assist with the various stakeholders Contact Center at or! Taking any necessary measures to respond to the contrary is a criminal offense obligations and the accompanying.... 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Or your broker or financial institution to find out what those procedures.! Continue to assess the situation, including government-imposed restrictions, market by market of communications! Is available upon request, results of operations could be materially adversely affected any! Situation, including government-imposed restrictions, market by market communications ; inspection of the ADSs are listed on books... Due to the actual document prospectus supplement about the meeting enough in advance to withdraw the shares underlying your represent... Any ADS holders not authorized any other securities, cash or other securities under the laws of the described... The FY 2020 confer upon the exercise price of the Curve ” “ NNDM. ” from outcome... Not provide our shareholders with any cumulative voting rights attaching to the is... It can not convert for the SEC under the symbol “ NNDM. ” legal or... Securities pursuant to which we will not treat you as one of our DragonFly LDM machines delayed! Relating to the conditions set forth in the registration statement that we currently deem immaterial also!
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