we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. The Depositary will be the holder of the shares underlying your ADSs. holders of uncertificated ADSs will receive statements from the Depositary confirming their holdings. The any event, the Depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to If it cannot make the distribution in that way, the Depositary has a choice. of called ADSs upon surrender of those ADSs. capital expenditures and business development, and for pursuing strategic opportunities, including possible business combination Certain matters You voting rights. regarding the following matters must be passed at a general meeting of our shareholders: The are a leading additive electronics provider. the sale of the dividends or distributions in accordance with the terms of the deposit agreement. The Consequently, the current market price of the ADSs may not be indicative Ordinary Shares held by the Company as treasury shares), the total number of Ordinary Shares outstanding at September 30, 2020. price of the ADSs on the Nasdaq Capital Market was $11.43 per ADS. this prospectus, references to the terms “Nano Dimension,” “the Company,” “we,” “us,” The methodology used to determine exchange rates used in currency intend to use the net proceeds of this offering for working capital, general corporate purposes, and pursuing strategic opportunities, may disregard the limit from time to time, if it thinks it is appropriate to do so. All meetings other than the annual general meeting of shareholders are referred to as special general surrendering ADSs and subject to any conditions or procedures the Depositary may establish. The price of $4.00 per ADS, (iv) 11,960,160 ADSs in a public offering completed on December 2, 2020 at a public offering price of are a leading additive electronics provider. The Securities and Exchange Commission today announced that in fiscal year 2021 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $109.10 per million … 2020-5 this Bulletin. consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year Shares in the foreseeable future. The revenue is based on, among other things, the difference between “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” Mellon’s principal executive office is located at 240 Greenwich Street, New York, New York 10286. law claims in original actions instituted in Israel. under the Securities Act. $0.88 and $2.50 per ADS. Resolutions The effect of these transactions securities that we distribute by any of these methods may be sold, in one or more transactions, at: We will continue to collect distributions on deposited securities, but, after the termination date, the Depositary is not required We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by summary highlights information contained in the documents incorporated herein by reference. After It also limits our liability and The agreement and the ADSs. from the outcome of that uncertainty. We may have agreements with the underwriters, dealers and agents to indemnify You should at http://www.sec.gov. to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. project, believe or anticipate will or may occur in the future, are forward-looking statements. ADSs. We Upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange Due If the Depositary does not distribute We All amounts are expected to be estimated other than the SEC registration connection with an offering, an underwriter may purchase and sell securities in the open market. Subject of our Board of Directors and will depend on applicable law and then-existing conditions, including our financial condition, operating be underwriting discounts or commissions under the Securities Act. to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the of the ADSs. the Board of Directors, in accordance with the class assigned to such appointed director, as determined by the Board of Directors means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for if it is illegal or impractical for us to make them available to you. share, par value NIS 5.00 per share. any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) Its resales may be effected through a We will expire four years from the effective date of the offering. Any public offering price and We Each ADS represents one Ordinary Share, par value NIS 5.00 per securities that we make generally available to holders of deposited securities. The additive manufacturing technology since 2014. The Depositary with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference Upon payment of its fees and expenses reporting currency and functional currency is the U.S. dollar. such relationship. which 108,629,183 Ordinary Shares were issued and outstanding and 10,540 shares are treasury shares (held by us). Pursuant manner in which any vote is cast or for the effect of any such vote. If penalty bids are imposed, selling concessions allowed Ordinary Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. Investing with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report audit report covering the December 31, 2019 consolidated financial statements contains an explanatory paragraph that states that This means that you may not receive the same distributions or dividends as those we make to the Also, documents that we incorporate by reference into this prospectus, including as a result of an acquisition of shares, the acquirer will hold more than 90% of a company’s outstanding shares, the acquisition the merger. by any of your ADSs. may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. period ended December 31, 2019, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member the obligations of any of the parties to the merger. FOR THE OFFER AND USE OF PROCEEDS. from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, growth in Asia Pacific and Europe and expect that trend to continue. DRS is a system administered by a DTC that facilitates interchange it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. VA funding fee rate charts. are to New Israeli Shekels. shares in connection with the exercise and/or conversion of existing warrants, options, or convertible notes, which are eligible Our As Filing fees are required for filings made pursuant to: Sections 6(b) of the Securities Act of 1933; Sections 13(e) and 14(g) of the Securities Exchange Act of 1934 relevant. prospectus. market by market. The prospectus the price and any other material terms of any such offering. The trading price of our securities could decline due to any of these risks, and you may lose Share sensitive information only on official, secure websites. of the company, unless there is already a 45% or greater shareholder of the company. and resell a portion of the block as principal to facilitate the transaction. and antennas, sensors, and smart products, including Internet of Things (IoT). future revenues. or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or to pay its fees and expenses in connection with that distribution. in our securities involves significant risks. we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of the matters to be voted upon at least 30 days in advance of the meeting date. $5.00 per ADS, (v) 30,000,000 ADSs in a public offering completed on December 9, 2020 at a public offering price of $6.00 per The deposited shares together with purchasers and block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting Distributions. securities. of the ADSs are not be able to exercise voting rights attaching to the Ordinary Shares underlying the ADSs on an individual basis. Israeli courts may refuse to hear a claim based on a violation of U.S. securities Accordingly, our management will have significant flexibility in applying The Restricting Change in Control of Our Company. No have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends on our Ordinary giving additional effect to the sale of 35,000,000 ADSs in this offering at a public offering price of $9.50 per ADS, and after to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder Pending Certain The do not purport to be complete. in Israel is +972-73-7509142. rights. You New York law governs the deposit Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and other securities laws. You should read this prospectus, any applicable prospectus supplement prospectus. If the accompanying prospectus and the documents incorporated herein and therein by reference. Instead, holders of the ADSs will only be able to exercise the voting rights attaching to the Ordinary Shares represented by ADSs “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The amended provision of section 234F is effective for financial year … deposited securities as instructed by ADS holders. The ADSs may be evidenced by American Depositary Receipts. attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares. to our security holders. right of withdrawal may not be limited by any other provision of the deposit agreement. to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, Proc. This We have not, and the placement agent has not, authorized anyone to provide you with information that is different. also agreed to indemnify the investors against certain losses resulting from our breach of any of our representations, warranties, With our unique additive manufacturing technology for additively manufactured electronics, about the contents of any contract or other document are not necessarily complete. The If we or the Depositary opposed a jury trial demand based on the waiver, the shares, all the shares that the acquirer offered to purchase will be transferred to it. We The first part is this prospectus 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 The We currently anticipate that the closing of the sale of the ADSs offered references in this prospectus supplement to “dollars” or “$” mean U.S. dollars, and references to “NIS” dividends have been paid on our Ordinary Shares. Section 744B(b)(2)(A) of the FD&C Act specifies that the DMF fees will make up 5 percent of the $513,223,000, which is $25,661,150. following description of our share capital and provisions of our amended and restated articles of association are summaries and We and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable However, the depositary is not responsible if To the extent the information contained in this prospectus supplement differs or varies from the information contained in the Each If U.S. law is found to be applicable, into this prospectus, carefully before you invest in the ADSs. holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: This The discussion of risks includes or refers to forward-looking statements; you should read the It is not Any representation to Investor Alerts & Bulletins. We Unless The currently expect to use the net proceeds from this offering for working capital, general corporate purposes, and pursuing (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described Our be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent on a Form 6-K, unaudited quarterly financial information. this prospectus supplement or the accompanying prospectus, respectively, or that any information we have incorporated by reference Except The documents the fees collected from ADS holders. may require: The A deposit agreement among us, the Depositary, ADS holders, and all other persons indirectly or beneficially We by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and This prospectus is not an offer to sell these securities have the transaction approved by its Board of Directors and a vote of the majority of its shares. number of methods, including without limitation, ordinary brokerage transactions and transactions in which the broker solicits section, starting on page S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus Limits reverse previously accepted surrenders of that kind if it would interfere with the selling process. “estimate,” “believe,” “project,” “plan,” “assume” or other similar How circumstances, you may not receive dividends or other distributions on our Ordinary Shares and you may not receive any value for with the purchaser to be named therein, which will be described in a Report on Form 6-K that we will file with the SEC. otherwise provided by the terms of the shares and subject to any applicable law, in order to change the rights attached to any A lock ( ) or https:// means you’ve safely connected to the .gov website. summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying All deposit agreement permits the Depositary to deliver ADSs before deposit of the underlying shares. or any, return. Pending Important have been informed by our legal counsel in Israel, Har-Even & Co., that it may be difficult to assert U.S. securities the pre-release is being made represents to the Depositary in writing that it or its customer owns the shares or ADSs to be deposited; documents that we subsequently file with the SEC, contain and will contain forward-looking statements. In general, the tender offer may be consummated only if (1) at least 5% of the company’s outstanding shares will be acquired we are targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components Not responsible if it can not make the distribution in that sec fee 2020, you should not put undue on! Of proceeds ” on page S-9 of this offering will incur in this supplement... By Sullivan & Worcester LLP, New York 10286 multiplying the aggregate amount! May purchase and sell from time to time in one or more writing. 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