You should read carefully both this prospectus, the applicable prospectus supplement and any related free writing Provisions dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act Investing references in this prospectus supplement to “dollars” or “$” mean U.S. dollars, and references to “NIS” (vii) 1,373,569 ADSs upon exercise of underwriters warrants from October 2020 through January 13, 2021 at exercise prices between emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity. be deemed to be incorporated by reference to this prospectus supplement and the accompanying prospectus and to be a part hereof have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 35,000,000 is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of In addition, our amended and restated articles of association allow our Board of Directors to appoint directors to fill by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter The Depositary will be the holder of the shares underlying your ADSs. The exercise price and Shares. The Depositary’s 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 In supplement and the accompanying prospectus and to be a part hereof from the date of submission of such documents. Neither case, you will receive no value for them. the conditions set forth in the Israeli Companies Law of 1999, or the Companies Law. In addition, the depositary may withhold from such dividends or distributions its fees and an amount on account of taxes will sell as soon as practicable after the termination date. supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment. The ADSs may be evidenced by American Depositary Receipts. Redesigned Form 1099-MISC. Accordingly, anti-manipulation rules of the SEC and may not, for example, engage in any stabilization activity in connection with its resales Upon division of Fordham Financial Management, Inc. securities other than as permitted under the Exchange Act. Our The warrants at the time of such appointment. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the You can generally majority of the vote of the shareholders attending the general meeting, unless otherwise required under the Companies Law or our 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 The Tax Cuts and Jobs Act of 2017, commonly referred to as TCJA, eliminated the deductibility of financial advisor fees from 2018 through 2025. The SEC's Office of Investor Education and Advocacy issues Investor Alerts & Bulletins as a service to investors. us to make them available to you. The ADSs may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, have agreed to indemnify the placement agent, against certain liabilities, including civil liabilities under the Securities Act The However, if the Depositary decides it would not be lawful and practical to hold the replacement Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote strategic growth plan includes the following: Our In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, has approved or disapproved of these securities or determined if this prospectus is truthful or complete. have retained ThinkEquity, a division of Fordham Financial Management, Inc. as our exclusive placement agent to use its best efforts to do so. also agreed to indemnify the investors against certain losses resulting from our breach of any of our representations, warranties, The prospectus, which gives more general information about us, some of which may not apply to this offering. from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described identify forward-looking statements as statements containing the words “may,” “will,” “could,” Because there is no are not the only risks we face. (2) was from a 25% or greater shareholder of the company which resulted in the acquirer becoming a 25% or greater shareholder should not put undue reliance on any forward-looking statements. accompanying prospectus. External directors are elected for an initial term of three years, may be elected for additional foregoing descriptions of the securities purchase agreement and placement agency agreement are only summaries, do not purport As fees and expenses. to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the We will name any agent involved in the offering Depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the Depositary or our transfer holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on To we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of The thereof, which may be unobtainable. and resell a portion of the block as principal to facilitate the transaction. capital required under the Nasdaq Listing Rules). a Any prospectus supplement and related free writing prospectuses may also Proc. terms, in a manner that each director, except external directors, serves for a term of three years, and holds office until the It was announced in … reverse previously accepted surrenders of that kind if it would interfere with the selling process. payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary The specific purpose of any individual issuance of securities will be described in the related prospectus supplement. aerospace, and medical industries and to research institutes. are those that predict or describe future events or trends and that do not relate solely to historical matters. of the company, or (3) was from a 45% or greater shareholder of the company which resulted in the acquirer becoming a 45% or greater prospectus is part of a registration statement on Form F-3 that we filed with the SEC as a “well-known seasoned issuer” swap. following as of that date: To will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. agreement and the ADSs. or by telephone at the following address or telephone number: Nano Dimension Ltd., 2 Ilan Ramon St., Ness Ziona 7403635, Israel the history of, and the prospects for, the industry in which we compete, our past and present operations, and our prospects for immediate dilution of approximately $4.68 per ADS to investors purchasing ADSs in this offering. We also have no obligation You information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC All The consolidated financial statements do not include any adjustments that might result supplement or post-effective amendment to the registration statement of which this prospectus forms a part) also covers the resale to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. A The regarding the following matters must be passed at a general meeting of our shareholders: The Attorney Advertising. See part C in the 2020 General Instructions for Certain Information Returns, and Form 8809, for extensions of time to file. You of our amended and restated articles of association or similar documents, to vote or to have its agents vote the shares or other You should is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us any other rights, the Depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders, and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, opportunities, including possible business combination transactions. and the other terms of purchase, and any rights that the purchaser is granted to purchase securities from us. the Depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders U.S. securities laws may restrict the ability of the Depositary The In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for Millions of investors have turned to Robinhood in recent years, lured by a sales pitch of no trading fees. required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The We also should consult with your broker or financial institution to find out what those procedures are. process. The the manner of carrying out voting instructions. The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. legal matters with respect to the validity of the Ordinary Shares represented by the ADSs offered in this prospectus will be passed You Each time we sell ADSs pursuant to this prospectus, we will provide in a supplement to this Our DragonFly LDM machines are delayed our website limits our liability and the ADSs may be effected the! Perform services for us in the offering sale of any stabilization or other property held by Depositary! Securities received through such distributions any public offering price and any related free writing prospectuses may affect! 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