Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
November 27 2020 - 5:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on November 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Nano Dimension Ltd.
(Exact name of Registrant as specified in its charter)
Israel
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Nano Dimension USA Inc.
13798 NW 4th Street, Suite 315, Sunrise, FL 33325
Tel: (408) 824-8242
(Name, Address, and Telephone Number of Agent
for Service)
Copies to:
Oded Har-Even, Esq.
David Huberman, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000
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Reut Alfiah, Adv.
Sullivan & Worcester Tel-Aviv (Har-Even & Co.)
HaArba’a Towers - 28 HaArba’a
St.
North Tower, 35th floor
Tel-Aviv, Israel 6473925
Tel: +972.74.758.0480
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Approximate date of
commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. ☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☒ 333-249559
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term
“new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
Title of each class of
securities to be registered
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Amount To Be Registered
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Proposed Maximum Offering Price Per Unit (2)
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Proposed Maximum Aggregate Offering Price (2)(3)
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Amount of Registration Fee
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Ordinary Shares, par value NIS 5.00 per share, represented by American Depositary Shares (1)
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(4)
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(4)
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$
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9,966,800
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$
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1,087.38
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(1)
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The Ordinary Shares will
be represented by American Depositary Shares, or ADSs, each of which currently represents one Ordinary Share. A separate Registration
Statement on Form F-6 (Registration No. 333-230728) has been filed for the registration of ADSs issuable upon deposit of the Ordinary
Shares.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”). The registrant previously registered an aggregate of $200,000,000 of its securities on a Registration
Statement on Form F-3 (File No. 333-249559) declared effective by the Securities and Exchange Commission on October 26, 2020.
In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum
aggregate offering price of $9,966,800 is hereby registered.
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(3)
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Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
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(4)
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Omitted pursuant to Rule
457(o) under the Securities Act.
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This Registration
Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities
Act”) and General Instruction IV of Form F-3. The contents of the Registration Statement on Form F-3 (File No. 333-249559),
filed by Nano Dimension Ltd. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act, which was declared effective by the Commission on October 26, 2020, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the city of Ness Ziona, State of Israel, on November 27, 2020.
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NANO DIMENSION LTD.
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By:
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/s/ Yoav Stern
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Yoav Stern
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Chief Executive Officer
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Pursuant to the requirements
of the Securities Act, as amended, this Registration Statement has been signed below by the following persons in the capacities
and on the dates indicated:
Signature
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Title
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Date
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/s/ Yoav Stern
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President, Chief Executive Officer
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November 27, 2020
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Yoav Stern
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(Principal Executive Officer)
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/s/ Yael Sandler
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Chief Financial Officer
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November 27, 2020
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Yael Sandler
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(Principal Financial and Accounting Officer)
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*
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Director, Chairman of the Board of Directors
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November 27, 2020
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Ofir Baharav
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*
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Director
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November 27, 2020
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Simon Anthony-Fried
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*
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Director
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November 27, 2020
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Amit Dror
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*
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Director
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November 27, 2020
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Yaron Eitan
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*
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Director
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November 27, 2020
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Roni Kleinfeld
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Director
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November 27, 2020
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Christopher Moran
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*
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Director
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November 27, 2020
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Nira Poran
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* By: /s/ Yoav Stern
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November 27, 2020
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Name: Yoav Stern
Attorney-in-fact
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, Nano Dimension USA Inc., the duly authorized representative in the United States of Nano
Dimension Ltd., has signed this registration statement on November 27, 2020.
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Nano Dimension USA Inc.
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/s/ Yoav Stern
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Yoav Stern, CEO
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3
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