As filed with the Securities and Exchange Commission on September
23, 2019
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)
Not Applicable
(Translation of Registrant’s Name
into English)
Israel
|
|
Not
Applicable
|
(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S.
Employer
Identification No.)
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Amit Dror
Chief Executive Officer
+972.073.7509142
2 Ilan Ramon
Ness Ziona 7403635 Israel
(Address and telephone number of registrant’s
principal executive offices)
Nano Dimension USA Inc.
3671 Enochs Street, Santa Clara CA 95051
Tel: 408.824.8242
(Name, address, and telephone number of
agent for service)
Copies to:
Oded
Har-Even, Esq.
David Huberman, Esq.
Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000
|
|
Reut
Alfiah, Adv.
Zysman, Aharoni, Gayer &
Co.
41-45 Rothschild Blvd.
Beit Zion
Tel-Aviv, Israel 65784
Tel: +972.3.795.5555
|
Approximate date of commencement of proposed
sale to the public: From time to time 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. ☐
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(2)(3)
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Proposed maximum offering
price per share
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Proposed
maximum
aggregate offering price(4)
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Amount of
registration fee(4)
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Ordinary
shares, no par value, as represented by American Depositary Shares (1)
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37,109,787
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$
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0.33
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$
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12,246,229
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$
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1,484.25
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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 five Ordinary Shares. A separate
Registration Statement on Form F-6 (Registration No. 333-204797) has been filed for the registration of ADSs issuable upon
deposit of the Ordinary Shares.
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(2)
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Pursuant to Rule
416 under the Securities Act of 1933, as amended, or the Securities Act, the Ordinary Shares registered hereby also include
an indeterminate number of additional Ordinary shares as may from time to time become issuable by reason of stock splits,
stock dividends, recapitalizations or other similar transactions.
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(3)
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All of the Ordinary
Shares being registered hereby are offered for the account of certain selling shareholders who acquired such shares in private
transactions. Includes 37,109,787 American Depositary Shares, representing 185,548,934 Ordinary Shares, issuable upon the
conversion of convertible promissory notes and the exercise of warrants.
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(4)
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Estimated solely
for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon
the average of the high and low sales prices of the registrant’s ADSs as reported on the Nasdaq Capital Market on September
20, 2019.
|
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information
in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting
an offer to buy securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated September 23, 2019
PROSPECTUS
Nano
Dimension Ltd.
Up to 37,109,787
American Depositary Shares Representing Ordinary Shares
The selling shareholders
identified in this prospectus may offer from time to time up to 37,109,787 American Depositary Shares, or ADSs, upon the conversion
of $4,276,227 of convertible promissory notes into up to 24,576,017 ADSs and the exercise of warrants to purchase up to an aggregate
of 12,533,770 ADSs.
This prospectus describes
the general manner in which the ADSs may be offered and sold by the selling shareholders. If necessary, the specific manner in
which the shares may be offered and sold will be described in a supplement to this prospectus.
While we will not receive
any proceeds from the sale of the shares by the selling shareholders, we will receive cash proceeds equal to the total exercise
price of warrants that are exercised for cash, or approximately $4,543,491 based on an exercise price of $0.3625 per ADS, if all
warrants are exercised. See “Use of Proceeds.”
The ADSs, each representing
five of our Ordinary Shares, evidenced by American Depositary Receipts, are traded on the Nasdaq Capital Market under the symbol
“NNDM.” On September 20, 2019, the last reported sale price of our ADSs was $0.3299 per ADS.
We are an emerging growth
company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject to reduced public company
reporting requirements.
AN INVESTMENT IN OUR
SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 3.
Neither the Securities
and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is , 2019
TABLE OF CONTENTS
You
should rely only on the information contained in this prospectus, including information incorporated by reference herein, and
any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither
we nor the selling shareholders have authorized anyone to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement does not constitute
an offer to sell, or a solicitation of an offer to purchase, the ADSs offered by this prospectus and any prospectus supplement
in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in
such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time
of delivery of this prospectus or any sale of the ADSs.
For
investors outside of the United States: Neither we nor any of the selling shareholders have done anything that would permit this
offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other
than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering
and the distribution of this prospectus.
In
this prospectus, “we,” “us,” “our,” and the “Company” refer to Nano Dimension
Ltd. and its wholly owned subsidiaries, Nano Dimension Technologies Ltd. and Nano Dimension IP Ltd., Israeli corporations, Nano
Dimension USA Inc., a Delaware corporation, and Nano Dimension (HK) Limited, a Hong Kong corporation.
Our
reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires,
references in this prospectus to “dollars” or “$” mean U.S. dollars, and references to “NIS”
are to New Israeli Shekels.
ABOUT THIS PROSPECTUS
This prospectus describes
the general manner in which the selling shareholders identified in this prospectus may offer from time to time up to 37,109,787
ADSs issuable upon the conversion of convertible promissory notes and the exercise of warrants. If necessary, the specific manner
in which the ADSs may be offered and sold will be described in a supplement to this prospectus, which supplement may also add,
update or change any of the information contained in this prospectus. To the extent there is a conflict between the information
contained in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement,
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for
example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document
having the later date modifies or supersedes the earlier statement.
OUR COMPANY
We are a leading additive
electronics provider. We believe our flagship proprietary DragonFly Pro system is the first and only precision system that produces
professional multilayer circuit-boards (PCB), radio frequency (RF) antennas, sensors, conductive geometries, and molded connected
devices for rapid prototyping through custom additive manufacturing. We have been actively developing our additive manufacturing
technology since 2014, and since that time we have listed our securities on the Tel Aviv Stock Exchange, or TASE, and Nasdaq,
and through September 2019, have spent approximately $70 million to build our additive electronics company. With our unique additive
manufacturing technology for 3D printed electronics, we are targeting the growing market for smart electronic devices that rely
on printed circuit boards, connected devices, RF components and antennas, sensors, and smart products, including Internet of Things
(IoT).
We were incorporated
under the laws of the State of Israel in December 1960. Our Ordinary Shares are listed on the TASE under the symbol “NNDM”
and our ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.” Our registered office and principal
place of business is located at 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Our telephone number in Israel is +972 -73-7509142.
Our website address is www.nano-di.com. The information contained on our website or available through our website is not incorporated
by reference into and should not be considered a part of this prospectus.
Recent Private Placement
On August 30, 2019,
we entered into a securities purchase agreement, pursuant to which we issued in a private placement, or the Private Placement,
to certain accredited investors convertible promissory notes with an aggregate original principal amount of approximately $4.3
million and an additional approximately $2.7 million to be received in two subsequent closings, bringing the expected total gross
proceeds from this funding to approximately $7.0 million. The notes are convertible into our ADSs, together with warrants to purchase
ADSs in a ratio of 0.85 warrant per one ADS. The gross proceeds from the first closing were approximately $4.3 million before
deducting placement agent fees, escrowed amounts and other expenses. The private placement closed on September 4, 2019.
The convertible promissory
notes are unsecured, have a maturity date of March 4, 2021, bear no interest except in an event of default and may be converted,
at the election of the holder, into our ADSs at an initial per share conversion price of $0.29, subject to adjustments, including
in connection with note issuances in subsequent tranches. The convertible promissory notes include a mandatory conversion provision
for part or all of the notes in the event that the volume weighted average price of our ADSs reaches certain thresholds, subject
to certain limitations. The warrants have an exercise price equal to 125% of the conversion price of the convertible promissory
notes, will be exercisable beginning on the six-month anniversary of issuance and will expire five years from the date of issuance.
We agreed to file
a registration statement with the Securities and Exchange Commission, or SEC, to register the resale of the ADSs issuable upon
conversion of the convertible promissory notes and upon exercise of the warrants described above.
ABOUT THIS OFFERING
This prospectus relates
to the resale by the selling shareholders identified in this prospectus of up to 37,109,787 ADSs underlying warrants to purchase
ADSs. All of the ADSs, when sold, will be sold by these selling shareholders. The selling shareholders may sell their ADSs from
time to time at prevailing market prices. We will not receive any proceeds from the sale of the ADSs.
ADSs Offered
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Up to 37,109,787
(representing 185,548,934 Ordinary Shares).
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Ordinary
Shares Currently Outstanding
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178,979,693
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Use of Proceeds:
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We will not receive
any proceeds from the sale of the 24,576,017 ADSs subject to resale by the selling shareholders under this prospectus; however,
we may receive up to approximately $4,543,491 in proceeds upon exercise of the warrants held by the selling shareholders,
if they choose to exercise such warrants, as the warrants have an exercise price of $0.3625 per ADS and are exercisable into
12,533,770 ADSs.
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Risk Factors:
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An investment in the
ADSs offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk
Factors” section and other information in this prospectus and the documents incorporated by reference herein for a discussion
of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also
impair our business and operations.
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Nasdaq Capital Market
and TASE Symbol:
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NNDM
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RISK FACTORS
Investing in the ADSs
involves risks. Please carefully consider the risk factors described below and in our periodic reports filed with the SEC, including
those set forth under the caption “Item 3. Key Information - D. Risk Factors” in our most recently filed annual report
on Form 20-F, which is incorporated by reference in this prospectus. Before making an investment decision, you should carefully
consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able
to bear a complete loss of your investment.
If we are unable to comply with Nasdaq
listing requirements, the ADSs could be delisted from the Nasdaq Capital Market, and as a result we and our shareholders could
incur material adverse consequences, including negative impact on our liquidity, our stockholders’ ability to sell shares
and our ability to raise capital.
On March 18, 2019, we
received a deficiency letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as our closing
bid price for our ADSs was below $1.00 per share for 30 consecutive business days. We have been granted a second 180-calendar
day compliance period, or until March 16, 2020, to regain compliance with the minimum bid price requirement. During the compliance
period, our ADSs will continue to be listed and traded on the Nasdaq Stock Market. To regain compliance, the closing bid price
of the ADSs must meet or exceed $1.00 per share for at least 10 consecutive business days during the compliance period.
If we do not regain compliance
by March 16, 2020, Nasdaq will provide notice that the our ADSs will be subject to delisting. Even if we maintain compliance with
the Nasdaq Capital Market, we cannot assure you that we will in the future be able to satisfy the continued listing requirements
of the Nasdaq Capital Market.
There is a substantial doubt about
our ability to continue as a going concern.
Since August 2014, we
have devoted substantially all of our financial resources to develop and commercialize our products and have financed our operations
primarily through the issuance of equity and debt securities. Our ability to generate revenue and achieve profitability depends
on our ability to successfully commercialize our products. Based on our projected cash flows and current cash balance, our management
is of the opinion that without further fund raising we will not have sufficient resources to enable us to continue our operating
activities, including the development, manufacturing and marketing of our products for a period of at least 12 months. As a result,
there is a substantial doubt about our ability to continue as a going concern. Management’s plans include continuing commercialization
of our products and securing sufficient funding through the sale of additional equity and debt securities. There are no assurances
however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing
our products and securing sufficient funding, we may need to reduce activities, curtail or even cease operations. Our consolidated
financial statements do not include any adjustments relating to the recoverability and classification of assets and the amounts
and classification of liabilities that might be necessary should we be unable to continue as a going concern.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains,
and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus,
including documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking
statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You
can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,”
“should,” “expect,” “anticipate” “objective,” “goal,” “intend,”
“estimate,” “believe,” “project,” “plan,” “assume” or other similar
expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All
statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding our future strategy,
future operations, projected financial position, proposed products, anticipated collaborations, estimated future revenues, projected
costs, future prospects, the future of our industry and results that might be obtained by pursuing management’s current
plans and objectives, are forward-looking statements.
You should not place
undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties
and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking
statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus,
the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the
filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed
or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security
holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
We have identified some
of the important factors that could cause future events to differ from our current expectations and they are described in this
prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” as well as in our most recent
Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and
Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully.
Please consider our forward-looking statements in light of those risks as you read this prospectus, the documents incorporated
by reference herein, and any prospectus supplement.
CAPITALIZATION
AND INDEBTEDNESS
The following table
sets forth our actual capitalization at June 30, 2019, and as adjusted to give effect to the Private Placement.
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As of June 30, 2019
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(in thousands USD)
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Actual
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As
Adjusted
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Cash and cash equivalents
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5,290
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9,170
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Liability in respect of government grants
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867
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867
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Lease liability
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1,273
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1,273
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Liability in respect of warrants and rights of purchase
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2,804
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2,804
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Convertible note
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-
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4,276
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Total liabilities
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8,916
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13,192
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Shareholders’ equity:
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Share capital
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5,559
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5,559
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Share premium and capital reserves
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63,850
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63,850
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Treasury shares
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(1,509
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)
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(1,509
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)
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Presentation currency translation reserve
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1,431
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1,431
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Accumulated loss
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(54,274
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)
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(54,670
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)
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Total shareholders’ equity
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15,057
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14,661
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Total capitalization
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23,973
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27,853
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USE
OF PROCEEDS
We will not receive any
proceeds from the sale of the 24,576,017 ADSs subject to resale by the selling shareholders under this prospectus; however, we
may receive up to approximately $4,543,491 in proceeds upon exercise of the warrants held by the selling shareholders, if they
choose to exercise such warrants, as the warrants have an exercise price of $0.3625 per ADS and are exercisable into 12,533,770
ADSs.
The selling shareholders
have not presently advised us of their intention to exercise the warrants at this time. All potential proceeds will be used for
general working capital purposes.
We will incur all costs
associated with the preparation and filing of the registration statement of which this prospectus is a part. Brokerage fees, commissions
and similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling stockholders.
SELLING SHAREHOLDERS
We are registering for
resale by the selling shareholders identified below up to 37,109,787 ADSs. These ADSs consist of maximum of 24,576,017 ADSs issuable
upon the conversion of $4,276,227 of convertible promissory notes, and 12,533,770 ADSs issuable upon the exercise of warrants,
as detailed in “Our Company—Recent Private Placement” above. We have agreed to file the registration statement
of which prospectus forms a part covering the resale of the ADSs sold in the private placement. We are registering the ADSs in
order to permit the selling shareholders to offer the Ordinary Shares represented by ADSs for resale from time to time.
Other
than the relationships described herein, including Amit Dror who is our Chief Executive Officer and Director, to our knowledge,
none of the selling shareholders are employees or suppliers of ours or our affiliates. Within the past three years, other than
the relationships described herein, none of the selling shareholders has held a position as an officer a director of ours, nor
has any selling shareholders had any material relationship of any kind with us or any of our affiliates. All information
with respect to share ownership has been furnished by the selling shareholders, unless otherwise noted. The ADSs being
offered are being registered to permit secondary trading of such ADSs and each selling shareholder may offer all or part of the
ADSs it owns for resale from time to time pursuant to this prospectus. None of the selling shareholders has any family relationships
with our officers, other directors or controlling shareholders.
Any
selling shareholders who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of
the Securities Act, while any participating broker-dealers are deemed to be “underwriters” within the meaning of the
Securities Act, and any commissions or discounts given to any such selling shareholders or broker-dealer will, or may, as the
case may be, be regarded as underwriting commissions or discounts under the Securities Act.
The
term “selling shareholders” also includes any transferees, pledgees, donees, or other successors in interest to the
selling shareholders named in the table below. Unless otherwise indicated, to our knowledge, each person named in the table below
has sole voting and investment power (subject to applicable community property laws) with respect to the ADSs set forth opposite
such person’s name. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment
hereto, if necessary) to name successors to any named selling shareholders who are able to use this prospectus to resell the ADSs
registered hereby.
The
table below lists the selling shareholders and other information regarding the beneficial ownership of the Ordinary Shares held
by the selling shareholders. The second column lists the number of Ordinary Shares beneficially owned by the selling shareholders,
based on its ownership of Ordinary Shares, as of September 20, 2019.
The third column lists
the Ordinary Shares being offered by this prospectus by the selling shareholders.
The fourth column assumes
the sale of all of the ADSs offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell
all, some or none of their shares pursuant to this prospectus. See “Plan of Distribution.” Except as indicated below
or as otherwise described in this prospectus, each of the selling shareholders has represented to us that it is not a registered
broker-dealer or affiliated with a registered broker-dealer.
Name of Selling Shareholders
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ADSs Beneficially Owned Prior to Offering (1)
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Maximum Number of ADSs to be Sold Pursuant to this Prospectus
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ADSs Owned Immediately After Sale of Maximum Number of ADSs in this Offering
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AIGH Investment Partners, LLC. (2)
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1,301,724
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|
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1,301,724
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|
-
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AIGH Investment Partners, LP. (3)
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|
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11,846,981
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|
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8,489,195
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|
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3,357,786
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|
Alpha Capital Anstalt (4)
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5,225,339
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|
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5,206,897
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|
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18,442
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|
Brio Capital Master Fund Ltd. (5)
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|
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2,569,540
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|
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2,169,540
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|
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400,000
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|
Dlugash, Brian D.
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2,055,106
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|
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|
1,388,506
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|
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666,600
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|
Dror, Amit (6)
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|
|
643,121
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|
|
|
54,039
|
|
|
|
589,082
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Globis Capital Partners, L.P. (7)
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|
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2,990,552
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|
|
|
2,169,540
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|
|
|
821,012
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|
Winfield, Menachem Pinhas
|
|
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2,245,991
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|
|
|
1,388,506
|
|
|
|
857,485
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|
RIGC Fund I, LP (8)
|
|
|
3,037,356
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|
|
|
3,037,356
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|
|
|
-
|
|
The Hewlett Fund LP (9)
|
|
|
9,405,172
|
|
|
|
9,405,172
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|
|
|
-
|
|
WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series (10)
|
|
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856,918
|
|
|
|
624,828
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|
|
|
232,090
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|
WVP Emerging Manager Onshore Fund, LLC – AIGH Series (11)
|
|
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2,570,749
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|
|
|
1,874,483
|
|
|
|
696,266
|
|
(1)
|
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to options or warrants currently exercisable, or exercisable within 60 days of September 23, 2019, are counted as outstanding for computing the percentage of the selling shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling shareholder.
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(2)
|
Orin Hirschman has voting and dispositive power over the securities held by AIGH Investment Partners, LLC. The address of AIGH Investment Partners, LLC. Is 6006 Berkeley Avenue, Baltimore, MD 21209.
|
(3)
|
Orin Hirschman has voting and dispositive power over the securities held by AIGH Investment Partners, LP. The address of AIGH Investment Partners, LP. Is 6006 Berkeley Avenue, Baltimore, MD 21209.
|
(4)
|
Konrad Ackerman has voting and dispositive power over the securities owned by Alpha Capital Anstalt, or Alpha. The address of Alpha is c/o LH Financial, 510 Madison Ave, Suite 1400, New York, NY 10022.
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(5)
|
Shaye Hirsch has voting and dispositive power over the securities held by Brio Capital Master Fund Ltd. The address of Brio Capital Master Fund Ltd. is c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W Rockville Centre, NY 11570.
|
(6)
|
Includes options to purchase 112,083 ADSs.
|
(7)
|
Includes warrants to purchase 665,500 ADSs. Paul Packer has voting and dispositive power over the securities held by Globis Capital Partners, L.P. The address of Globis Capital Partners, L.P. is 805 Third Avenue, 15th Floor, New York, NY, 10022.
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(8)
|
Daniel Ely has voting and dispositive power over the securities held by RIGC Fund I, LP. The address of RIGC Fund I, LP. is 28 Walker Avenue, Baltimore MD, 21208.
|
(9)
|
Includes warrants to purchase 400,000 ADSs. Martin Chopp has voting and dispositive power over the securities held by The Hewlett Fund LP. The address of The Hewlett Fund LP. is 100 Merrick Rd., Suite 400W, Rockville Centre, NY 11570.
|
(10)
|
Includes warrants to purchase 133,330 ADSs. Orin Hirschman has voting and dispositive power over the securities held by WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series. The address of WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series is 6006 Berkeley Avenue, Baltimore, MD 21209.
|
(11)
|
Orin Hirschman has voting and dispositive power over the securities held by WVP Emerging Manager Onshore Fund, LLC – AIGH Series. The address of WVP Emerging Manager Onshore Fund, LLC – AIGH Series is 6006 Berkeley Avenue, Baltimore, MD 21209.
|
PLAN OF DISTRIBUTION
Each
of the selling shareholders of the ADSs and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their ADSs covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility
on which the Ordinary Shares or the ADSs are traded or in private transactions. These sales may be at fixed or negotiated prices.
The selling shareholders may use any one or more of the following methods when selling securities:
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●
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ordinary brokerage
transactions and transactions in which the broker dealer solicits purchasers;
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|
|
|
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●
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block trades in which
the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
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|
|
|
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●
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purchases by a broker
dealer as principal and resale by the broker dealer for its account;
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●
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an exchange distribution
in accordance with the rules of the applicable exchange;
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privately negotiated
transactions;
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●
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settlement of short
sales;
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●
|
in transactions through
broker dealers that agree with the selling shareholders to sell a specified number of such shares at a stipulated price per
share;
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|
●
|
through the writing
or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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●
|
a combination of any
such methods of sale; or
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|
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|
|
●
|
any other method permitted
pursuant to applicable law.
|
The
selling shareholders may also sell shares under Rule 144 or any other exemption from registration under the Securities Act,
if available, rather than under this prospectus.
Broker
dealers engaged by the selling shareholders may arrange for other brokers dealers to participate in sales. Broker dealers may
receive commissions or discounts from the selling shareholders (or, if any broker dealer acts as agent for the purchaser of shares,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case
of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the
sale of the ADSs or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the ADSs in the course of hedging the positions they assume.
The selling shareholders may also sell ADSs short and deliver these ADSs to close out their short positions, or loan or pledge
the securities to broker-dealers that in turn may sell these ADSs. The selling shareholders may also enter into option or other
transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of ADSs offered by this prospectus, which ADSs such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling shareholders
and any broker-dealers or agents that are involved in selling the ADSs may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the ADSs purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Each selling shareholder has informed us that it does not currently have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the ADSs.
We are required to pay
certain fees and expenses incurred by us incident to the registration of the ADSs. We have agreed to indemnify the selling shareholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this
prospectus effective until the earlier of (i) the date on which the ADSs may be resold by the selling shareholders without
restriction by volume or (ii) all of the ADSs have been sold pursuant to this prospectus by the selling shareholders. The
ADSs will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the ADSs covered hereby may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the ADSs may not simultaneously engage in market
making activities with respect to the ADSs for the applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of
the ADSs by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale
(including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
Certain legal matters
governed by Israeli law will be passed upon for us by Zysman, Aharoni, Gayer & Co., Tel Aviv, Israel.
EXPERTS
The consolidated financial
statements of Nano Dimension Ltd. as of December 31, 2018, 2017 and 2016, and for each of the years in the three-year period ended
December 31, 2018, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of
KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The audit report covering
the December 31, 2018 consolidated financial statements contains an explanatory paragraph that states that the Company’s
recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s ability to
continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome
of that uncertainty.
The audit report covering
the December 31, 2018 consolidated financial statements refers to a change of the Company’s functional currency to the U.S.
dollar.
EXPENSES
The following are the
estimated expenses related to the filing of the registration statement of which this prospectus forms a part, all of which will
be paid by us. In addition, we may incur additional expenses in the future in connection with the offering of our securities pursuant
to this prospectus. If required, any such additional expenses will be disclosed in a prospectus supplement.
SEC registration fee
|
|
$
|
1,484.25
|
|
Legal fees and expenses
|
|
|
10,000
|
|
Accounting fees and expenses
|
|
|
10,000
|
|
Miscellaneous
|
|
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1,515.75
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|
Total
|
|
$
|
23,000
|
|
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we
file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference
as of their respective dates of filing are:
The following documents
filed with or furnished to the SEC by us are incorporated by reference in this registration statement:
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●
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The second paragraph and the sections titled “Fourth Quarter 2018 Financial Results,” “Full Year 2018 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on March 14, 2019;
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●
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The Notice of Meeting and Proxy Statement attached to the Company’s report on Form 6-K furnished to the SEC on March 14, 2019;
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●
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The first four paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on March 21, 2019;
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●
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The first two, fourth and fifth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on April 1, 2019;
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●
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The first and fifth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on April 2, 2019;
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●
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The Company’s report on Form 6-K furnished to the SEC on April 8, 2019;
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●
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The first two paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on April 22, 2019;
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●
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The first two and fourth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on May 6, 2019;
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●
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The second paragraph and the sections titled “First Quarter 2019 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on May 15, 2019;
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|
●
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The Notice of Meeting and Proxy Statement attached to the Company’s report on Form 6-K furnished to the SEC on May 29, 2019;
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●
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The Company’s report on Form 6-K furnished to the SEC on May 30, 2019;
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●
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The Company’s report on Form 6-K furnished to the SEC on June 10, 2019;
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The first three paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on June 12, 2019;
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●
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The Company’s report on Form 6-K furnished to the SEC on July 3, 2019;
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●
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The sections titled “First Half and Second Quarter 2019 Preliminary Estimates of Financial Results” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1, the press release attached as Exhibit 99.2, and the third through the fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.3 to the Company’s report on Form 6-K furnished to the SEC on July 8, 2019;
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●
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The first paragraph and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on July 10, 2019;
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●
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The first five paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on July 24, 2019;
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The first paragraph and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on July 30, 2019;
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●
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The sections titled “Second Quarter 2019 Financial Results,” “Six Months Ended June 30, 2019 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on August 14, 2019;
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●
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The Company’s report on Form 6-K furnished to the SEC on September 3, 2019;
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The first paragraph and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on September 4, 2019;
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●
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The first paragraph and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on September 5, 2019;
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●
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The first five paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on September 12, 2019;
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The Company’s report on Form 6-K furnished to the SEC on September 18, 2019;
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The first paragraph and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on September 19, 2019;
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The first two paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Company’s report on Form 6-K (Report No. 7) furnished to the SEC on September 23, 2019;
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●
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The Company’s report on Form 6-K (Report No. 8) furnished to the SEC on September 23, 2019;
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●
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Annual Report on Form 20-F for the year ended December 31, 2018, filed on March 14, 2019 (File No. 001-37600);
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●
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the description of our Ordinary Shares and ADSs contained in our registration statement on Form 20-F filed pursuant to the Exchange Act on October 20, 2015 (File No. 001-37600), including any amendment or report filed which updates such description.
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All subsequent annual
reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated
by reference to this prospectus and to be a part hereof from the date of filing of such documents. 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 by identifying in such
Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified
shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such
documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
The information we incorporate
by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update
and supersede the information contained in this prospectus.
We will provide you without
charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than
exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written
or telephone requests to us at: Nano Dimension Ltd., 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Our telephone number in Israel
is +972 -73-7509142.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part
of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which
includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever
we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily
complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements
or other document.
We are subject to the
informational requirements of the Exchange Act applicable to foreign private issuers. We, as a “foreign private issuer,”
are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations,
and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery
provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are
not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as
U.S. companies whose securities are registered under the Exchange Act.
You can review our SEC
filings and the registration statement by accessing the SEC’s internet site at http://www.sec.gov. We maintain a corporate
website at www.nano-di.com. Information contained on, or that can be accessed through, our website does not constitute a part of
this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the
State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration
statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult
to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and
officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors
and officers may not be collectible within the United States.
We have been informed by our legal counsel
in Israel, Zysman, Aharoni, Gayer & Co., that it may be difficult to assert U.S. securities law claims in original actions
instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is
not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine
that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable
U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed
by Israeli law.
Subject to specified time limitations and
legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is
non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including
a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;
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●
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the judgment is final and is not subject to any right of appeal;
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●
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the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts;
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●
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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●
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the liabilities under the judgment are enforceable according to the laws of the State of Israel and the judgment and the enforcement of the civil liabilities set forth in the judgment is not contrary to the law or public policy in Israel nor likely to impair the security or sovereignty of Israel;
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●
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the judgment was not obtained by fraud and does not conflict with any other valid judgments in the same matter between the same parties;
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●
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an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and
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●
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the judgment is enforceable according to the law of the foreign state in which the relief was granted.
|
If a foreign judgment is enforced by an Israeli
court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred
out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the
Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of
the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an
Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual
statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange
rates.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors, Officers and Employees
Indemnification
The Israeli Companies Law 5759-2999, or the
Companies Law, and the Israeli Securities Law, 5728-1968, or the Securities Law, provide that a company may indemnify an office
holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant
to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing
such indemnification:
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●
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a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;
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●
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reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction;
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reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and
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●
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expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.
|
The Companies Law also permits a company
to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed
on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount
or criterion:
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to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and
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in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.
|
We have entered into indemnification agreements
with all of our directors and with all members of our senior management. Each such indemnification agreement provides the office
holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities
are not covered by directors and officers insurance.
Exculpation
Under the Companies Law, an Israeli company
may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office
holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach
of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included
in its articles of association. Our amended and restated articles of association provide that we may exculpate, in whole or in
part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care,
but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer
has a personal interest. Subject to the aforesaid limitations, under the indemnification agreements, we exculpate and release our
office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent
permitted by law.
Limitations
The Companies Law provides that we may not
exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred
as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity
or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act
would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally
or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal
benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Under the Companies Law, exculpation, indemnification
and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and,
with respect to certain office holders or under certain circumstances, also by the shareholders.
Our amended and restated articles of association
permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted
or to be permitted by the Companies Law.
Item 9. Exhibits
Exhibit Number
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Description of Document
|
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|
4.1
|
|
Amended and Restated Articles of Association of Nano Dimension Ltd. (filed as Exhibit 99.1 to Form 6-K filed on March 14, 2019, and incorporated herein by reference).
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|
4.2
|
|
Form of Amended and Restated Depositary Agreement among Nano Dimension Ltd., The Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder, including the Form of American Depositary Shares (filed as Exhibit 1 to the Post Effective Amendment No. 1 to Form F-6 (File No. 333-204797) filed on February 22, 2016, and incorporated herein by reference).
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4.3
|
|
Specimen American Depositary Receipt (included in Exhibit 4.2).
|
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4.4
|
|
Form of Securities Purchase Agreement (filed as Exhibit 99.2 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).
|
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4.5
|
|
Form of Convertible Promissory Note, (filed as Exhibit 99.3 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).
|
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|
4.4
|
|
Form of Warrant (filed as Exhibit 99.4 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).
|
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4.6
|
|
Registration Rights Agreement (filed as Exhibit 99.5 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).
|
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5.1*
|
|
Opinion of Zysman, Aharoni, Gayer & Co.
|
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23.1*
|
|
Consent of Somekh Chaikin (Member firm of KPMG International).
|
|
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23.2*
|
|
Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1 to this registration statement on Form F-3).
|
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24.1*
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Power of Attorney (included on signature page).
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Item 10. Undertakings
(a) The undersigned Registrant hereby undertakes:
1. To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective
amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of
any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose
of determining liability under the Securities Act to any purchaser,
(i) each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933,
as amended, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement
of the Securities Act of 1933, 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, thereunto
duly authorized, the City of Ness Ziona, State of Israel on September 23, 2019.
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NANO DIMENSION LTD.
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By:
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/s/ Amit Dror
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Amit Dror
Chief Executive Officer, Director
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POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Amit Dror and Yael Sandler, and each of them singly, our true and lawful attorneys,
with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the
registration statement on Form F-3 filed herewith, and any and all pre-effective and post-effective amendments to said registration
statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, in connection
with the said registration under the Securities Act, as amended, and to file or cause to be filed the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each
of them, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Amit Dror
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Chief
Executive Officer, Director (Principal Executive Officer)
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September 23, 2019
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Amit Dror
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/s/ Yael Sandler
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Chief Financial Officer (Principal Financial and Accounting Officer)
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September 23, 2019
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Yael Sandler
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/s/ Avi Reichental
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Chairman of the Board of Directors
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September 23, 2019
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Avi Reichental
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/s/ Simon Anthony-Fried
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Director
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September 23, 2019
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Simon Anthony-Fried
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/s/ Ofir Baharav
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Director
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September 23, 2019
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Ofir Baharav
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/s/ Irit Ben-Ami
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Director
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September 23, 2019
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Irit Ben-Ami
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/s/ Roni Kleinfeld
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Director
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September 23, 2019
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Roni Kleinfeld
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/s/ Abraham Nahmias
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Director
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September 23, 2019
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Abraham Nahmias
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/s/ Eli Yoresh
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Director
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September 23, 2019
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Eli Yoresh
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned duly authorized representative in the United States of Nano Dimension Ltd., has signed
this registration statement on September 23, 2019.
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NANO DIMENSION USA INC.
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/s/ Amit Dror
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Amit Dror, Director
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II-7
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