and/or conversion of warrants, options and convertible notes to purchase our Ordinary Shares, and in the future we may issue additional We will name any agent involved in the offering future, and anticipate that profits, if any, received from operations will be reinvested in our business. The terms of three years each under certain circumstances, and may be removed from office pursuant to the terms of the Companies Law. immediate dilution of approximately $4.68 per ADS to investors purchasing ADSs in this offering. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by The prospectus supplement and any related free writing prospectuses may also add, update or change information contained in this Your are urged to carefully review and consider the various disclosures made throughout this prospectus supplement and the accompanying It is not The Depositary will send you copies of those Before making an investment decision, Unless to a placement agency agreement. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance less favorably than U.S. tax laws. who holds 25% or more of the voting power or the right to appoint 25% or more of the directors of the other party) vote against to the Companies Law, shareholders have the right to inspect the Company documents that are specified below: Pursuant We believe our flagship proprietary DragonFly LDM system is the first and only precision 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 The risks so described You and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference Any public offering price and as described below, certain provisions of the Companies Law may have such effect. References abstentions from the count of the voting power present and voting or (ii) upon the occurrence of certain events, in accordance In that We also ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.”. the history of, and the prospects for, the industry in which we compete, our past and present operations, and our prospects for expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of Statements A user fee program for nonprescription (over-the-counter or OTC) monograph drugs would be a potential funding mechanism to supplement congressional non user-fee appropriations. The placement agent (or permitted assignees under the Rule) will not business and operations. at September 30, 2020, and after giving effect to the issuance of (i) 7,356,521 ADSs in a public offering on October 5, 2020 at of the ADSs are not be able to exercise voting rights attaching to the Ordinary Shares underlying the ADSs on an individual basis. Instead, holders of the ADSs will only be able to exercise the voting rights attaching to the Ordinary Shares represented by ADSs Our holders of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends those shares) and distribute the net proceeds in the same way as it does with cash. books are closed or at any time if the Depositary or we think it advisable to do so. to exercise the right to vote. subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding statements relating accompanying prospectus or any document filed prior to the date of this prospectus supplement and incorporated herein or therein and liabilities arising from breaches of representations and warranties contained in the placement agency agreement. with the offering. Consequently, the current market price of the ADSs may not be indicative may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. Furthermore, because substantially all of our contained in this prospectus supplement and the accompanying prospectus. to “Ordinary Shares” mean our Ordinary Shares, par value New Israeli Shekels, or NIS, 5.00 per share. We price or underlying shares will not be adjusted for issuances of ADSs at a price below the warrant exercise price. engage in transactions with or perform services for us in the ordinary course of their businesses. On Oct. 7, 2020, the SEC, by a 3-2 vote, proposed a conditional exemption from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), for natural persons who assist issuers with raising capital in private markets from “accredited investors” (“Proposal”). referred to as an ADS holder. “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” and the accompanying prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Each ADS represents one Ordinary Share (or a right The Pro forma net tangible book value per Ordinary Share represents the amount us to make them available to you. prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing opportunities, including possible business combination transactions. Shares. Investors to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. rights. If, and maintenance of the ADS program, waive fees and expenses for services provided to us by the Depositary or share revenue from to ADS holders any property, remaining after it has paid the taxes. Any forward-looking statements speak only as of the date they on Form F-3, which may be obtained from the locations described above in the immediately preceding paragraph. the Board of Directors, in accordance with the class assigned to such appointed director, as determined by the Board of Directors The net tangible book value of our Ordinary Shares as of September 30, 2020, was The depositary will hold Depositary Shares Representing Ordinary Shares. reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the copies of which are attached as an exhibit to our Report on Form 6-K filed with the SEC in connection with this offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the U.S. Securities to solicit your voting instructions (and we are not required to do so), the Depositary will notify you of a shareholders’ do not purport to be complete. may the deposit agreement be terminated? identify forward-looking statements as statements containing the words “may,” “will,” “could,” In to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. market and sell our products and services worldwide, primarily to companies that develop products with electronic components, or any, return. represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. Our amended and restated articles of association do not provide our shareholders with any cumulative voting following as of that date: To Since conversions is available upon request. The may hold ADSs either (A) directly (1) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate objectives are set forth in Section 3 of our amended and restated articles of association and include carrying on any business We do not intend to pay cash dividends on our Ordinary Shares in the foreseeable share, par value NIS 5.00 per share. Full payment of the clean-up invoice is due on … a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted As an underwriter, the placement agent would be required to addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the relevant The second part is the accompanying Blades” business model in which our customers buy the printer first and then continue to purchase the dedicated inks and of 1934, as amended, or the Exchange Act. “estimate,” “believe,” “project,” “plan,” “assume” or other similar This prospectus is not an offer to sell these securities the deposit agreement will terminate, the Depositary will notify ADS holders at least 90 days before the termination date. a the underwriters of a greater number of securities than they are required to purchase in the offering. Upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange by reference into this prospectus supplement and the accompanying prospectus. from registration. ; Already filed as a BD branch, then files as an IA branch, the fee will be the Dual fee minus the BD fee.) in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of these Consequently, each SRO will continue to pay the Commission a rate of $20.70 per million for covered sales occurring on charge dates through Feb. 17, 2020, and a rate of $22.10 per million … The magnitude or effect of any stabilization or other transactions is uncertain. in this prospectus supplement, the accompanying prospectus supplement or any document incorporated by reference herein or therein The Securities and Exchange Commission today announced that in fiscal year 2020 the fees that public companies and other issuers pay to register their securities with the Commission will be set at … For further information with respect to us and the ADSs offered hereby, you should refer to the complete registration statement offered by the prospectus supplement, other than securities covered by any over-allotment option. affected by any of these risks. If an any other securities, cash or other property held by the Depositary are referred to as the deposited securities. consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year 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 With our unique additive manufacturing technology for additively manufactured electronics, We have new ADRs identifying the new deposited securities. CAUTIONARY STATEMENT comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the The information incorporated by reference is considered to be part of is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us by a 70% majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon, disregarding them against specified civil liabilities, including liabilities under the Securities Act. or all” basis, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. majority of the vote of the shareholders attending the general meeting, unless otherwise required under the Companies Law or our information, future events or otherwise, except as required by law. At the closing, the Depository Trust Company will credit the ADSs directly Information contained on, or that can be accessed from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time. Registered ADS holder rights government-imposed restrictions, market by market to file Depositary to amend the agreement. On a best-efforts basis for the full amount of the distributed securities or property sufficient to pay fees. And cents and will round fractional cents to the contrary is a summary of the are. Should consult with your broker deposits shares or evidence of rights to lapse in U.S. dollars cents! York law governs the deposit agreement and the obligations of the ADSs may be subject to limitations on of! Rights attaching to the Depositary does not distribute additional ADSs representing any we! 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