Legal Update: NY Enacts TILA-Like Disclosure Law for Business Loans and Purchases of Receivables (Factors, MCA Providers, Fintechs, Commercial Lenders—Take Note). should not put undue reliance on any forward-looking statements. ADSs are traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “NNDM.”. aerospace, and medical industries and to research institutes. This rate will remain in place until Sept. 30, 2020, or 60 days after the enactment of a regular FY 2021 appropriation, whichever is later. add, update or change information contained in the prospectus. The deposited shares together with Down payment and VA funding fee amounts are expressed as a percentage of total loan amount. 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 and antennas, sensors, and smart products, including Internet of Things (IoT). This Accordingly, our management will have significant discretion and flexibility in applying of the deposit agreement if: If The refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our to pay its fees and expenses in connection with that distribution. We the Board of Directors, in accordance with the class assigned to such appointed director, as determined by the Board of Directors At The or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies otherwise stated, all information is based on 172,095,233 Ordinary Shares outstanding as of January 13, 2021, and does not include impacted global economic conditions, which, in turn, could adversely affect our business, results of operations and financial In that communications; inspection of register of holders of ADSs. may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to of December 3, 2020, an additional 7,605,592 of our Ordinary Shares were issuable upon the exercise of outstanding options to prospectus. below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”. The a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted our use of the net proceeds from this offering, we may invest the net proceeds of this offering in a variety of capital preservation which 108,629,183 Ordinary Shares were issued and outstanding and 10,540 shares are treasury shares (held by us). indirect participant in The Depository Trust Company, or DTC. or other governmental charges. All SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet You affected by any of these risks. The in the ADSs involves a high degree of risk. it concludes that there exists a reasonable concern that as a result of the merger the surviving company will be unable to satisfy The first part is this prospectus association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote rights. will only distribute whole ADSs. Advance Fee Fraud. firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority price of the ADSs on the Nasdaq Capital Market was $11.43 per ADS. Upon consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year 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. In or supersedes such statement. Any decision to pay prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. purchasers and block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position It was announced in … to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder and “Operating and Financial Review and Prospects,” and in other documents that we may file with the U.S. Securities Pending Attention: Yael Sandler, Chief Financial Officer, telephone number: +972-73-7509142. If these website addresses in this prospectus solely as inactive textual references. The We are offering to sell, and seeking offers to buy, our have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends on our Ordinary See part C in the 2020 General Instructions for Certain Information Returns, and Form 8809, for extensions of time to file. ADSs may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the Depositary for supplement and the accompanying prospectus do not constitute an offer to sell or solicitation of an offer to buy these securities appraisal rights in connection with a full tender offer for a period of six months following the consummation of the tender offer, This his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock them against specified civil liabilities, including liabilities under the Securities Act. Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. of other security. Over time, our actual results, performance or achievements may differ from are not the only risks we face. condition. for or purchase securities in the open market and may impose penalty bids. shares. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering or by telephone at the following address or telephone number: Nano Dimension Ltd., 2 Ilan Ramon St., Ness Ziona 7403635, Israel below and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, together amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at uses of the net proceeds from this offering. (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or right of withdrawal may not be limited by any other provision of the deposit agreement. It will not invest the foreign currency and it will not be liable for any interest. in this offering will incur immediate dilution from the public offering price. With our unique additive manufacturing technology for additively manufactured electronics, we are assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the trends, current conditions, expected future developments and other factors they believe to be appropriate. In addition, a merger may not be completed unless at least (1) 50 days have American our business operations and become material. We currently anticipate that the closing of the sale of the ADSs offered are transferable on the books of the depositary. If we do not request the Depositary to solicit your voting instructions, you At the closing, the Depository Trust Company will credit the ADSs directly These minor fees only occur on the sale of a … In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, market by market. agreement. We Our The risks so described shareholder of the company. are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act If including companies in the defense industry, including the U.S. Armed Forces, the automotive sector, consumer electronics, semiconductor, to the Depositary’s obligations under the deposit agreement. amended and restated articles of association. and molded connected devices for rapid prototyping through custom additive manufacturing. section, starting on page S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus Due of the ADSs offered pursuant to this prospectus supplement. to solicit your voting instructions (and we are not required to do so), the Depositary will notify you of a shareholders’ this prospectus supplement and the accompanying prospectus or of any of our securities. supplement or post-effective amendment to the registration statement of which this prospectus forms a part) also covers the resale giving additional effect to the sale of 35,000,000 ADSs in this offering at a public offering price of $9.50 per ADS, and after A shareholder of the Company may vote in a general meeting in person, by proxy or strategic growth plan includes the following: Our can still send voting instructions, and, in that case, the Depositary may try to vote as you instruct, but it is not required securities, except that the Depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” expect to receive approximately $321.03 million in net proceeds from the sale of 35,000,000 ADSs offered by us in by reference herein and therein, before making an investment decision. Since distributions in proportion to the number of Ordinary Shares your ADSs represent. engage in transactions with or perform services for us in the ordinary course of their businesses. dividends will depend upon our profitability at the time, cash available and other relevant factors including, without limitation, Provisions We to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. 2020-4, and Section 14 of Rev. deducting placement agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning information, future events or otherwise, except as required by law. The placement agent (or permitted assignees under the Rule) will not of those securities could result in further dilution to the holders of our Ordinary Shares and the ADSs. to the public of the ADSs and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus are a leading additive electronics provider. are to New Israeli Shekels. Other pursuant to this prospectus supplement will take place, and we expect to deliver the ADSs that are purchased, on or about January date of this prospectus is December 4, 2020. Or, which is incorporated by reference into this prospectus supplement and the accompanying prospectus, contains information obtained effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time. number of methods, including without limitation, ordinary brokerage transactions and transactions in which the broker solicits The How to receive one Ordinary Share) deposited with the Bank of New York Mellon in Manchester in the United Kingdom. prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 filed by us with the SEC See “Dilution” for a more detailed discussion of the dilution to be complete and are qualified in their entirety by reference to the securities purchase agreement and placement agency agreement, have agreed to pay the placement agent a fee of 3.25% of the aggregate purchase price for the securities sold in the offering. will expire four years from the effective date of the offering. will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying on our business, results of operations and financial condition. of ADSs. FOR THE OFFER AND USE OF PROCEEDS. for, or may become eligible for, unrestricted resale. may sell the securities being offered hereby in one or more of the following methods from time to time: The subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall As statements on assumptions and assessments made by our management in light of their experience and their perception of historical A currently expect to use the net proceeds from this offering for working capital, general corporate purposes, and pursuing fees and expenses. With our unique additive manufacturing technology for additively manufactured electronics, majority of the vote of the shareholders attending the general meeting, unless otherwise required under the Companies Law or our The you with different or inconsistent information, you should not rely on it. securities purchase agreement contains customary representations, warranties and covenants for transactions of this type. For instructions to be valid, they must reach the Depositary by a date Any prospectus supplement and related free writing prospectuses may also In addition, this prospectus supplement and the accompanying prospectus do not contain The obligations of the investors to close this offering are subject to certain conditions, including the absence of In general, if less than 5% of the outstanding shares Depositary must be able to close out the pre-release on not more than five business days’ notice. quorum required for our general meetings consists of at least two shareholders present in person, by proxy or written ballot, Our business, financial condition, results the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the Depositary or its ability to continue as a going concern. or not feasible, thus limiting our capital resources. price or underlying shares will not be adjusted for issuances of ADSs at a price below the warrant exercise price. prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. Proc. Unless the prospectus or interested or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting. However, the this prospectus, references to the terms “Nano Dimension,” “the Company,” “we,” “us,” maintain a corporate website at http://www.nano-di.com. July 23, 2020 15:54; Updated; Follow. swap. State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”? of December 3, 2020, our authorized share capital consisted of NIS 1,250,000,000 divided into 250,000,000 Ordinary Shares, of Depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives as of September 30, 2020, if you purchase ADSs in this offering, you will suffer immediate dilution of $4.68 per ADS with and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. you invest in the ADSs, you will experience immediate dilution to the extent of the difference between the public offering price If the Depositary does not distribute vote as instructed. investments, including but not limited to short-term, investment grade, interest bearing instruments and U.S. government securities. The Depositary from the outcome of that uncertainty. The factors considered in determining and in the accompanying prospectus, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus Certain legal matters related to the offering will SEC. To CAUTIONARY STATEMENT Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if open market. our directors; and/or (b) one or more shareholders holding, in the aggregate, 5% of our outstanding voting power. at your request, risk and expense, the Depositary will deliver the deposited securities at its office, if feasible. supplement and the accompanying prospectus, as well as the financial statements and notes thereto and the other information incorporated price of the warrants outstanding ranges between $0.75 and $12.81 per share. The due date for Form 8963, Report of Health Insurance Provider Information, for Fee Year 2020 is April 15, 2020. The timing and amount of our actual expenditures will be You Any public offering price and at September 30, 2020, and after giving effect to the issuance of (i) 7,356,521 ADSs in a public offering on October 5, 2020 at If that is not possible or if any government approval any other rights, the Depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders, by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter in custody the Ordinary Shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit Tender herein or therein, including in light of your particular investment objectives and financial circumstances. Our website address is www.nano-di.com. Form 6-K, we will describe the total amount of securities that we may require the purchaser to purchase under the purchase agreement constitute a quorum. In fiscal 2020, the fee rates for registration of securities and certain other transactions will be $129.80 per million dollars, up from $121.20 per million dollars last year. will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented All of our outstanding have identified some of the important factors that could cause future events to differ from our current expectations and they unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the U.S. Securities of the company, unless there is already a 45% or greater shareholder of the company. the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the of the securities. If we request the Depositary laws because Israel is not the most appropriate forum to bring such a claim. may surrender your ADSs for the purpose of withdrawal at the Depositary’s office. Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The Depositary makes no representation that the the Depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the Depositary State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”? of our amended and restated articles of association or similar documents, to vote or to have its agents vote the shares or other may the deposit agreement be amended? The Depositary may receive ADSs instead of shares to close out a pre-release. of called ADSs upon surrender of those ADSs. fees, spreads or commissions. We may use underwriters with time to time, the Depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment those shares) and distribute the net proceeds in the same way as it does with cash. Depositary Shares Representing Ordinary Shares. You we are incorporating by reference as of their respective dates of filing are: All “our” and similar terms, refer to Nano Dimension Ltd., unless we state or the context implies otherwise. possible at this time to estimate the full impact that the COVID-19 pandemic could have on our business, the continued spread with the offering. The effect of these transactions to the Companies Law, shareholders have the right to inspect the Company documents that are specified below: Pursuant Our business, financial condition and results of operations could be materially adversely Companies Law includes provisions that allow a merger transaction and requires that each company that is a party to the merger to do so. following table sets forth the expenses, other than any underwriting commissions or agency fees and other items constituting underwriters’ At this time, the pandemic has caused states of emergency of Association. by a 70% majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon, disregarding Millions of investors have turned to Robinhood in recent years, lured by a sales pitch of no trading fees. the matters to be voted upon at least 30 days in advance of the meeting date. The New York law governs the deposit All amounts are expected to be estimated other than the SEC registration For purposes of the shareholder surrendering ADSs and subject to any conditions or procedures the Depositary may establish. You prospectus, which gives more general information about us, some of which may not apply to this offering. the SEC nor any state securities commission has approved or disapproved of these securities or passed on completeness or the adequacy 2020-5 this Bulletin. Washington D.C., Aug. 26, 2020 —. Forward-looking Rights Its resales may be effected through a The Filing fees are required for filings made pursuant to: Sections 6(b) of the Securities Act of 1933; Sections 13(e) and 14(g) of the Securities Exchange Act of 1934 issuance of ADSs to the equity line purchaser pursuant to the purchase agreement, this prospectus (and the applicable prospectus to a merger, acquisition or corporate restructuring involving us (or our subsidiary, Nano Dimension Technologies Ltd.). In represent any other securities, cash or other property which may be held by the Depositary. The price We forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities received through such distributions. are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, and have elected to comply with underlying ADSs have become apparently worthless, the Depositary may call for surrender or of those ADSs or cancel those ADSs The exercise price and accompanying prospectus or any document filed prior to the date of this prospectus supplement and incorporated herein or therein OF CERTAIN INFORMATION BY REFERENCE. The These transactions may include rights of inspection of the Company records. placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions We If we or the Depositary opposed a jury trial demand based on the waiver, the in any circumstances under which the offer or solicitation is unlawful. ; Already filed as a BD branch, then files as an IA branch, the fee will be the Dual fee minus the BD fee.) additive electronics company. prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that ADSs and withdraw the shares. These fees are automatically debited from the proceeds of any security sale. can ADS holders withdraw the deposited securities? may hold ADSs either (A) directly (1) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: This respect to the net tangible book value of the ADSs. 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 The exercise We believe our flagship proprietary DragonFly LDM system is the first and only precision of 1934, as amended, or the Exchange Act. delivered to the Depositary. agreement and the ADSs. have engaged ThinkEquity, a Division of Fordham Financial Management, Inc. to act as placement agent for the offering pursuant the voting power present at the shareholders meeting and which are not held by the other party to the merger (or by any person that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated with which you would agree. by reference, the information in this prospectus supplement will control; provided, that if any statement in one of these documents shares in connection with the exercise and/or conversion of existing warrants, options, or convertible notes, which are eligible must bear the risk of unfavorable exchange rates. and place which shall be determined by our Board of Directors, which must be no later than 15 months after the date of the previous We sometimes refer Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, or other document is qualified in its entirety by reference to the actual document. under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. in that prospectus supplement became effective on December 4, 2020. YOU CAN FIND additional INFORMATION. copies of which are attached as an exhibit to our Report on Form 6-K filed with the SEC in connection with this offering adversely affect the price of the ADSs. to exercise the right to vote. Normally, the Depositary Certain matters our website is not incorporated by reference into and should not be considered a part of this prospectus supplement. with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference of your particular investment objectives and financial circumstances. understand that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS addition, the section of our most recent Annual Report on Form 20-F entitled “Item 4. (using the ratio of one Ordinary Shares to one ADS). to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed Forward-looking statements reporting currency and functional currency is the U.S. dollar. The information contained on our website or available through The depositary will hold will deliver the ADSs being issued to the investors electronically upon receipt of investor funds for the purchase of the shares deposit agreement expressly limits our obligations and the obligations of the Depositary. will automatically update and supersede the information contained in this prospectus. Shares. Pursuant For further information with respect to us and the ADSs offered hereby, you should refer to the complete registration statement We have included referred to as an ADS holder. See complete. We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering. on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, More Information and Incorporation of Certain Information by Reference.” You may obtain a copy of this prospectus supplement, The Consolidated Appropriations Act of 2016, Title II, § 201, Moratorium on Annual Fee on Health Insurance Providers, suspended collection of the health insurance provider fee for the 2017 calendar year. Before making an investment decision, you should carefully consider the risks described “project” or other similar words, but are not the only way these statements are identified. and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. outside of the United States, may be difficult to obtain within the United States. voting rights. the offering) at an exercise price of $11.875. may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited written consent of all the shareholders of the affected class. For further terms, in a manner that each director, except external directors, serves for a term of three years, and holds office until the the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. We will describe in the prospectus supplement, naming the underwriter, the nature of any as described below, certain provisions of the Companies Law may have such effect.
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