As filed with the Securities and
Exchange Commission on January 30, 2019
Registration
No. 333-228521
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
To
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
NANO
DIMENSION LTD.
(Exact name of registrant as specified in its
charter)
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State
of Israel
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3577
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Not
Applicable
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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|
(I.R.S.
Employer
Identification Number)
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Amit
Dror
Chief Executive Officer
+972-073-7509142
2 Ilan Ramon
Ness Ziona 7403635 Israel
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Nano
Dimension USA Inc.
3671 Enochs
Street, Santa Clara CA 95051
Tel:
(408)
824-8242
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(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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Copies
to:
Oded
Har-Even, Esq.
Robert V. Condon, III, Esq.
David Huberman, Esq.
Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000
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|
Reut
Alfiah, Adv.
Zysman,
Aharoni, Gayer & Co.
41-45
Rothschild Blvd.
Beit
Zion
Tel-Aviv,
Israel 65784
Tel:
+972.3.795.5555
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|
Josef
B. Volman, Esq.
Robert A. Petitt
,
Esq.
Burns
& Levinson LLP
125 Summer Street
Boston, MA 02110
Tel: 617.345.3000
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Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date hereof.
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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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
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Title of Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering
Price
(1)(2)(3)
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Amount
of
Registration
Fee
(4)
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Units consisting of:
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(i) Ordinary Shares, par value NIS 0.1 per share
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$
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11,500,000
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$
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1,393.80
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(ii) Warrants to
purchase American Depositary Shares
(5)
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|
|
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|
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Ordinary
shares underlying the American Depositary Shares issuable upon exercise of Warrants
(6)
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$
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13,225,000
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$
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1,602.87
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(ii) Rights to Purchase
American Depositary Shares
(5)
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|
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Ordinary
shares underlying the American Depositary Shares issuable upon exercise of Rights to Purchase
(7)
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$
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8,625,000
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$
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1,045.35
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Total
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$
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33,350,000
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$
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4,042.02
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(8)
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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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Estimated
solely for purposes of calculating the amount of the registration fee pursuant to Rule
457(o) under the Securities Act. Includes the offering price of additional Units that
the underwriter has the option to purchase to cover over-allotments, if any.
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(4)
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Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering
price.
|
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(5)
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No separate fee is required pursuant to Rule
457(i) of the Securities Act.
|
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(6)
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Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(i) under the Securities Act. The warrants are exercisable at a per share exercise
price equal to 115% of the public offering price.
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(7)
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Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(i) under the Securities Act. The rights to purchase are exercisable at a per share
exercise price equal to 100% of the public offering price.
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(8)
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$3,485 previously
paid on December 6, 2018.
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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 the Registration
Statement shall become effective on such date as the 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 these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT
TO COMPLETION
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DATED
JANUARY 30, 2019
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8,000,000
Units
(each consisting of one American Depositary Share,
one Warrant to purchase one American Depositary Share, and
one Right
to Purchase 0.75 of an American Depositary Share)
Nano
Dimension Ltd.
This is a firm commitment public offering of 8,000,000
Units,
with each Unit consisting of (i) one American Depositary Share, or ADS, (ii) one warrant to purchase one ADS, or Warrant,
and (iii) one right to purchase 0.75 of an ADS, or Right to Purchase. The Warrants will have an exercise price of $
per
ADS, will be exercisable immediately and will expire five years from the date of issuance. The Right to Purchase will have
an exercise price of $
per ADS, will be exercisable
immediately and will expire six months from the date of issuance. The Units will not be issued or certificated. The ADSs, Warrants
and Rights to Purchase comprising a Unit are immediately separable and will be issued separately, but will be purchased together
in this offering. Each ADS represents five of our ordinary shares, par value NIS 0.10, or Ordinary Shares.
The ADSs issuable from time
to time upon exercise of the Warrants and Rights to Purchase and the Ordinary Shares underlying the ADSs are also being offered
by this prospectus. We refer to the ADSs, the Warrants, the Right to Purchase, the ADSs issued or issuable upon exercise of the
Warrants and Rights to Purchase, and the underlying Ordinary Shares being offered hereby, collectively, as the securities. See
“Description of the Offered Securities” for more information.
Our ADSs are listed on the
Nasdaq Capital Market under the symbol “NNDM.” The last reported sale price of our ADSs on
January
25, 2019 was $1.25 per ADS. The actual offering price per Unit in this offering will be determined between us and the underwriter
at the time of pricing, and may be at a discount to the current market price for our ADSs. We are offering all of the Units offered
by this prospectus.
Our Ordinary Shares currently
trade on the Tel Aviv Stock Exchange, or TASE, under the symbol “NNDM.” On
January
25, 2019, the last reported trading price of our Ordinary Shares on the TASE was NIS 0.897, or $0.2436 per share (based on the
exchange rate reported by the Bank of Israel on such date).
There is no established public
trading market for the Warrants or the Rights to Purchase, and we do not intend to list the Warrants or the Rights to Purchase
on any securities exchange or automated quotation system.
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject
to reduced public company reporting requirements.
Investing
in our
securities involves risk. See “Risk Factors”
beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment
in our securities.
Neither the
Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved
or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
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Per
Unit
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Total
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Public offering
price
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$
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$
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Underwriting
discounts and commissions
(1)
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$
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$
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Proceeds
to us (before expenses)
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$
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$
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(1)
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Does not include
a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter, an exercise
fee payable to the underwriter equal to 7.0% of the gross proceeds from any Rights to Purchase that are exercised, and reimbursement
of certain expenses of the underwriter in the amount of up to $125,000. See “Underwriting” for a description of
compensation payable to the underwriter.
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We have granted a 45-day option to the underwriter to purchase
up to $1,500,000 of additional Units solely to cover over-allotments, if any.
The underwriter expects to deliver the ADSs to the purchasers
in this offering on or about , 2019.
A.G.P.
The
date of this prospectus is , 2019
TABLE
OF CONTENTS
You should rely only on the information
contained in this prospectus, including information incorporated by reference herein, and any free writing prospectus prepared
by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is
different. We are offering to sell our securities, and seeking offers to buy our securities, only in jurisdictions where offers
and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or any sale of our securities.
For
investors outside of the United States: Neither we nor the underwriter have done anything that would permit this offering
or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in
the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the
distribution of this prospectus.
In this prospectus, “we,”
“us,” “our,” the “Company” and “Nano Dimension” refer to Nano Dimension Ltd. and
its wholly owned subsidiaries, Nano Dimension Technologies Ltd. and Nano Dimension IP Ltd., Israeli corporations, Nano Dimension
USA Inc., a Delaware corporation, and Nano Dimension (HK) Limited, a Hong Kong corporation.
Our reporting currency and functional
currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus
to “dollars” or “$” mean U.S. dollars, and references to “NIS” are to New Israeli Shekels.
This
prospectus includes statistical, market and industry data and forecasts which we obtained from publicly available information
and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications
and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not
guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently
verified the information contained in such publications.
We
report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board,
or the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the
United States.
PROSPECTUS
SUMMARY
This summary does not contain all
of the information you should consider before investing in our securities. You should read this summary together with the more
detailed information appearing in this prospectus or incorporated by reference herein, including “Risk Factors,” “Selected
Historical Financial Data,” and “Business,” before making an investment in our securities.
Our
Company
We
are a leading additive electronics provider. We believe our flagship proprietary system is the first and only precision
system that produces sensors, conductive geometries, antennas, professional multilayer circuit-boards (PCBs) 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 TASE and Nasdaq, and have spent
approximately $50 million to build our additive electronics company.
With our unique additive manufacturing
technology for 3D printed electronics, we are targeting the growing demand for electronic devices that require increasingly sophisticated
features and rely on printed circuit boards, connected devices and smart products, encapsulated sensors and antennas. Additive
manufacturing industry analysts predict that 3D printed electronics is likely to be the next high-growth application for product
innovation, with its market size forecasted to reach $2.8 billion by 2025 based on a market study by Smartech Publishing we purchased
in 2016.
Traditionally,
electronic circuitry is developed through a back-and-forth process that involves design, trial and error and third-party manufacturer
outsourcing. We believe that the traditional process for developing complex and advanced electronics is outdated. Until now, additive
manufacturing technology has been unable to offer a solution for the electronics market, mainly because of the difficulty of printing
multiple layers of electrically conductive and dielectric materials at a high resolution that is suitable for professional electronics.
We are the first to develop an integrated solution for additive manufacturing of electronics. We are disrupting, shaping, and
defining how electronics are made.
Our
DragonFly Pro precision system for additive manufacturing of printed electronics uses our proprietary liquid nano-conductive
and dielectric inks that are designed specifically to print multilayer circuitry and 3D electronics. We believe that our
DragonFly Pro precision system will obviate the reliance on third-party manufacturers during the development, short run
manufacturing and prototyping of smart connected products, such as sensors, conductive geometries, antennas, professional
multilayer PCBs and molded connected devices for rapid prototyping and custom additive manufacturing.
Following
the launch of our sales and commercialization efforts in the fourth quarter of 2017, and as a part of scaling our operations,
we opened four Customer Experience Centers, or CECs, spanning across the United States, Hong Kong and Israel. The CECs are designed
to accelerate the adoption of additive manufacturing for electronics development and serve as customer and reseller training facilities
and sales support centers.
In
order to leverage and expedite our go to market strategy, we partner with value added resellers, or VARs, around the world. The
VARs provide customers with services such as sales support, demonstrations, technical support and maintenance. The VARs assign
dedicated technical support experts that are trained in installing, operating and maintaining the printer and providing technical
support and demonstrations for their customers. Our VARs engage actively in sales and tradeshow activities, as well as with customer
care and first response system servicing. We have multiple VAR relationships in the United States, the United Kingdom, Ireland,
Canada, Germany, France, Italy, Belgium, Australia, Turkey, China, Taiwan and Korea. As we continue to expand our sales channel
presence, we expect to engage with additional top tier VARs operating in the 3D printing industry and ECAD (electronic computer
aided design) and MCAD (mechanical computer aided design) software solutions.
Our
Strategy
By
creating our own installed-base of printers that require our own dedicated inks – we are establishing a “Razor and
Blades” business model in which our customers buy the printer first and then continue to purchase the dedicated inks and
maintenance over time.
We
market and sell our products and services worldwide, primarily to companies that develop products with electronic
components, including companies in the defense industry, including the U.S. Armed Forces, the automotive sector, consumer
electronics, semiconductor, aerospace, and medical industries and to research institutes. Our primary market is in the U.S.,
though we have also experienced growth in Asia Pacific and Europe and expect that trend to increase into 2019.
Our
goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. To achieve
these objectives, we plan to:
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●
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Increase
sales and marketing.
We are advancing our commercialization efforts and infrastructure,
and allocating more resources to activities executed by our U.S. and Hong Kong headquarters, including
increasing sales manpower.
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●
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Recruit
additional value-added resellers globally
. We intend to increase the number and use
of our resellers in order to increase sales and provide technical services to our customers.
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Form
alliances with industry leaders.
We plan to collaborate with companies in the fields
of design and manufacturing in order to expedite the adoption of our technology by the
market.
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Increase
amount of applications and use cases.
In collaboration with our customers, create
applications that can expedite the usage of our products for production grade products
and consequently increase our sales. Our main focus is in collaboration with customers
in the fields of medical devices, automotive, aerospace and defense.
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●
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Capitalize
on our nano-conductive and dielectric inks, and software technology products
. We
plan to exploit our inks as supplemental products to our DragonFly Pro system. We also
plan to increase the software options and enable levels of licensing that we could monetize
from.
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Our strategic
growth plan includes the following:
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●
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Current state:
Monetize commercially available products and services for additive electronics design.
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Horizon 1:
Deliver
higher speed production-grade additive electronics systems and more materials and services.
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Horizon 2:
Deliver
hybridized capabilities that combine mechanical functionality within electrified geometries.
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Products
Our products currently consist of three main product lines – our DragonFly Pro precision system, proprietary
ink products and software.
DragonFly
Pro Precision System for additive manufacturing of printed electronics
Our DragonFly Pro can print sensors,
conductive geometries, Radio Frequency (RF) devices, antennas, professional multilayer PCBs, and molded connected devices for
rapid prototyping and custom additive manufacturing.
Our DragonFly Pro precision system is
the first and only system that we are aware of that is customized specifically to print multilayer PCBs for advanced electronics.
The Dragonfly Pro is designed to allow users the ability to print ready-to-use electronics and connected devices in-house, within
hours. Possible applications of our products include aerospace, smart cars, Internet of Things (IoT)-connected products, RF components
and encapsulated sensors for military and civil applications.
Our
DragonFly Pro system is designed to print electronic conductors and dielectric (non-conductive) layers based on a user’s
specific design plan. Our DragonFly Pro system uses at least two types of ink (i.e. conductive and dielectric) in order to lay
down successive layers that literally build ready-to-use electronics. The printer receives digital files as input and converts
them into print jobs in order to build the multilayer PCB, sensors, antenna or circuit. No cutting or drilling is required in
the process of additive manufacturing of a multilayer PCB with our DragonFly Pro precision system.
Our
DragonFly Pro system includes our dedicated and proprietary print-job editing software named ‘Switch’ and a
printing control software named DragonFly, which enable smooth and seamless usage for our customers. Our software is not
intended to be a replacement for PCB or computer aided design (CAD) design software, but rather conveniently allow our
customers to continue to design their smart parts with their preferred PCB/CAD design software. After the user has concluded
the design, the files are simply sent to the DragonFly Pro in Gerber (.gbr) or stereolithographic (.stl) format with a
user-friendly interface, similar to the usage of commonplace inkjet and laser printers. Our proprietary software employs
traditional methods of 3D printing by virtually converting end products to be printed (such as PCBs) into a large number of
thin slices, which are then printed one on top of the other.
Illustration
of the inkjet printing process performed by the DragonFly Pro:
Additionally,
and depending on the sales channel employed, we will offer different levels of product warranty and after-sales services. We anticipate
that channel partners, such as established distributors will typically be key to providing support and warranty services to the
wider market. In instances where deeper and more strategic relationships are at stake, we intend to provide dedicated account
management, both in terms of support and servicing, which may be fee or subscription-based. We plan to support and train a select
number of experienced channel partners with the capabilities to ensure that end customers are satisfied with our products and
any after-sales services and support that we may offer in the future.
Our
DragonFly Pro system has multiple advantages, including:
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●
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In-house
prototypes and low volume production
. Our DragonFly Pro system offers its users an
efficient, quick, available, accessible and immediate solution for prototype production
of smart products such as encapsulated sensors, antennas, multilayer PCBs and free-form
geometry 3D Circuits. Currently, electronics companies and others engaged in the development
of products based on PCBs are forced to rely on service suppliers that manufacture PCBs
through a complex and inefficient process.
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Turn-around
of multilayer advanced smart parts can often take weeks and involves significant costs. Also, for electronics in development,
several cycles of prototyping are often necessary until the specs of the final electronic part are created. This means that a
developer of a new electronic product may have to repeat the process of going through a service supplier several times during
lab testing – which may increase cost and slow the momentum of product development.
Our
DragonFly Pro system obviates the reliance on external service suppliers and provides electronics companies and others the luxury
of an office-friendly system in their in-house research laboratory with the ability to print prototypes of PCBs as required for
electronic device development – all during a relatively short period of time.
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●
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Information
security and professional secrecy
. Contracting with external service suppliers (outsourcing)
in order to create prototypes of PCBs during early stages of the development process
of novel electronic devices may unnecessarily compromise the security of sensitive and
confidential information. Currently, however, there is hardly a practical solution. By allowing companies to bring prototype
development in-house, our DragonFly Pro system offers a practical solution to this issue.
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●
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Industry
first
. We believe that we are a pioneer and a leader in our industry. We are not
aware of any other company in the global electronics market that currently offers a 3D
inkjet printer that prints professional grade smart parts.
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Supplementary
Products
Conductive
Ink
We have developed a uniquely formulated
nano-conductive ink for use in our systems. Using advanced nano-technology, we have developed a liquid ink that contains nano-particles
of conductive materials such as silver and copper. Nano-particles are particles between 1 and 100 nanometers in size. By employing
this technology, we are able to create a liquid ink that maintains its transport properties and electric conductivity. The liquid
properties of our nano-conductive ink allow us to take advantage of inkjet printing technology for fast and efficient 3D printing
of PCBs.
Our
wet-chemistry approach to making silver nano-particles starts with a raw material compound containing silver which may be acquired
from a number of chemical suppliers. The patented process, licensed from the Hebrew University, is highly efficient and very clean.
We can reliably extract 10 to 100 nano-meter sized particles of pure silver. We are able to control the size, shape and dispersion
of the silver nano-particles in accordance with specific printing requirements. We can also formulate inks for a variety of substrates
and printing profiles.
In
addition, in July 2016, we filed a patent application with the United States Patent and Trademark Office for the development of
a new nano-metric conductive ink, which is based on a unique synthesis. The new nano-particle synthesis further minimizes the
size of the silver nano-particles particles in our ink products. The new process achieves silver nano-particles as small as 4
nano-meters. We believe that accurate control of nano-particles’ size and surface properties will allow for improved performance
of our DragonFly Pro system. The innovative ink enables lower melting temperatures and more complete sintering (fusing of particles
into solid conductive trace), leading to an even higher level of conductivity. The innovative ink has the potential to accelerate
printing speeds and save ink for the 3D printing of electronics.
Dielectric
Ink
Our
proprietary dielectric ink is a unique ink that contains dielectric and dielectric materials that are not electrically conductive.
The use of non-conductive ink is crucial in the production of multilayer circuit boards, as the conducting layers that are placed
on top of each other must be separated by dielectric layers. Our internally developed, proprietary dielectric ink is a unique
one-part-epoxy material. The dielectric ink can withstand high temperature (e.g., five hundred degrees Fahrenheit and more) without
distorting its shape, which is a necessary requirement for professional PCBs and electronics components.
Both
our nano-conductive and dielectric ink products have completed development stages and we have begun to manufacture these products
in-house. We plan to commercialize these ink products as a supplementary product to our systems. Based on our proprietary technology,
our ink products may be adjusted specifically for additional uses.
Software
Our
proprietary software, the ‘DragonFly’ and ‘Switch’ are used to manage the design file and printing process.
The Switch software enables seamless transition into an additive manufacturing workflow.
In
July 2016, we completed the development of the initial version of our software package and we’ve been adding features and
improvements to it from time to time. The Switch is included in our DragonFly Pro system. The ‘Switch’ software
enables preparation of production files of printed electronic circuits using the DragonFly Pro system. The software supports customary
formats in the electronics industry such as Gerber files, as well as vertical interconnect access (VIA) and DRILL files. The ‘Switch’
software presents a unique interface that displays Gerber files and an accurate and detailed description of the PCB’s structure,
which facilitates a highly precise conversion to a 3D file format.
Multilayer
3D files can be prepared from standard file formats, with the software allowing for adjustments in numerous parameters such as
layer order and thickness.
When
the print-job is ready the user simply loads the design file from Switch straight into the Dragonfly Pro printer and uses the
DragonFly software to manage and control the print.
Recent
Developments
|
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●
|
Announced
a total of 30 DragonFly Pro system sales in 2018 and that we expect to report revenues
of approximately $5.1 million for 2018.
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●
|
Increased
Nano Dimension U.S. activity with additional sales and technical support force in our
Santa Clara HQ as well as on the East Coast.
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●
|
Received
a Commercial and Government Entity (CAGE) Code from the U.S. Department of Defense’s
Defense Logistics Agency, and strengthened our position in the defense sector by selling
four printers to the U.S. Armed Forces.
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●
|
Built
up our reseller network through collaboration agreements and additional channel partnerships
in major territories around the world. Reached full coverage of U.S.
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|
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●
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Extended Asia-Pacific
market coverage through the establishment of our wholly owned subsidiary in Hong Kong – Nano Dimension (HK) Limited.
We realized additional DragonFly systems sales, added new resellers in China, and appointed a Hong Kong based regional sales
leader and CEC.
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|
|
●
|
We opened four CECs
spanning across the U.S., Hong Kong and Israel. The new CECs are designed to accelerate the adoption of additive manufacturing
for electronics development and will also serve as customer and reseller training facilities and sales support centers.
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Risks
Associated with Our Business
Our
business, and investing in our securities, are subject to numerous risks, as more fully described in the section entitled
“Risk Factors” beginning on page 11 and other risk factors contained in the documents incorporated by reference
herein. You should read these risks before making a decision to invest in our securities. If any of these risks actually
occur, our business, financial condition or results of operations would likely be materially adversely affected. In each
case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The
following is a summary of some of the principal risks we face:
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We
are a development-stage company and have a limited operating history on which to assess
our business, have incurred significant losses since our inception, and anticipate that
we will continue to incur significant losses until we are able to become profitable from
sales of our products. Based on the projected cash flows and our cash balance as of June
30, 2018, our management is of the opinion that without further fund raising it will
not have sufficient resources to enable it to continue advancing its activities including
the development, manufacturing and marketing of its products for a period of at least
12 months from the date of sign-off date of our financial statements. As a result, there
is substantial doubt about our ability to continue as a going concern;
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We
depend entirely on the success of our current products, and we may not be able to successfully
commercialize them;
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We
rely on highly-skilled technical personnel and if we are unable to attract, retain or
motivate key personnel or hire qualified personnel, we may not be able to grow or our
business may contract;
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Even
if this offering is successful, we expect that we will need to raise additional funding
before we can expect to become profitable from sales of our products; and
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If
we are unable to obtain and maintain effective patent rights for our products, we may
not be able to compete effectively in our markets.
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Corporate
Information
We
are an Israeli corporation based in Ness Ziona and were incorporated in 1960. Our principal executive offices are 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, or that can be accessed through, our website is not part of this prospectus. We have included
our website address in this prospectus solely as an inactive textual reference.
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the
Securities Act, as modified by the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions
from various reporting requirements applicable to other public companies that are not “emerging growth companies”
such as not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002. We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last
day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion, (b) the date that we become a
“large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or
the Exchange Act, which would occur if the market value of the securities that are held by non-affiliates exceeds $700 million
as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued
more than $1 billion in nonconvertible debt during the preceding three-year period.
Implications
of being a Foreign Private Issuer
We
are subject to the information reporting requirements of the Exchange Act that are applicable to “foreign private issuers,”
and under those requirements we will file reports with the United States Securities and Exchange Commission, or SEC. As a foreign
private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the
Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those
of U.S. domestic reporting companies. For example, although we report our financial results on a quarterly basis, we will not
be required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting
companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies.
We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file
current reports as frequently or promptly as U.S. domestic reporting companies. We also present financial statements pursuant
to International Financial Reporting Standards, or IFRS instead of pursuant to U.S. generally accepted accounting principles.
Furthermore, although the members of our management and supervisory boards will be required to notify the Israeli Securities Authority,
of certain transactions they may undertake, including with respect to our Ordinary Shares, our officers, directors and principal
shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit
liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the
requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. In addition, as a foreign private issuer,
we are permitted, and follow certain home country corporate governance practices instead of those otherwise required under the
listing rules of Nasdaq for domestic U.S. issuers (See “Risk Factors — Risks Related to an Investment in
Our Securities and this Offering”). These exemptions and leniencies reduce the frequency and scope of information and protections
available to you in comparison to those applicable to a U.S. domestic reporting companies.
THE
OFFERING
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Ordinary Shares currently outstanding
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96,571,661 Ordinary Shares
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Units offered by us
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We are offering
8,000,000 Units. Each
Unit will consist of (i) one ADS, (ii) one Warrant to purchase one ADS, and (iii) one Right to Purchase 0.75 of an ADS. The
Units will not be issued or certificated and the ADSs and the Warrants and Rights to Purchase that are part of such Units are
immediately separable and will be issued separately, but will be purchased together in this offering.
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Ordinary Shares to be outstanding after this
offering
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136,571,661 Ordinary Shares (assuming no exercise of the Warrants and the Rights to Purchase)
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The ADSs
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Each ADS represents five of our Ordinary Shares, par value NIS 0.10. The ADSs may be evidenced by American Depositary Receipts, or ADRs. The depositary will be the holder of the Ordinary Shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time.
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To better understand the terms of the ADSs,
you should carefully read the section in this prospectus entitled “Description of the Offered Securities.” We
also encourage you to read the deposit agreement, which is incorporated by reference as an exhibit to the registration statement
that includes this prospectus.
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The Warrants
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Each Warrant will have an exercise price
of $ per ADS, will be immediately exercisable
and will expire five years from the date of issuance. To better understand the terms of the Warrants, you should carefully
read the “Description of the Offered Securities” section of this prospectus. You should also read the form of
Warrant, which is filed as an exhibit to the registration statement that includes this prospectus.
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Right to Purchase
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Each Right to Purchase will have an exercise
price of $ per ADS, will be immediately
exercisable and will expire six months from the date of issuance. To better understand the terms of the Right to Purchase,
you should carefully read the “Description of the Offered Securities” section of this prospectus. You should also
read the form of Right to Purchase, which is filed as an exhibit to the registration statement that includes this prospectus.
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Underwriter’s option to purchase additional
securities
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We have granted to the underwriter an over-allotment option exercisable not later than 45 days after the date
of this prospectus to purchase up to 1,200,000 additional Units (15% of the Units sold in this offering) from us to cover
over-allotments, if any. If the underwriter exercises all or part of this option, it will purchase Units covered by the option
at the public offering price per Unit, less the underwriting discounts and commissions. See “Underwriting.”
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Use of proceeds
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We expect to receive approximately $8.745 million in net proceeds from the sale of
8,000,000 Units
offered by us in this offering (approximately $10.125 million if the underwriter exercises its over-allotment option in full),
based upon an assumed public offering price of $1.25 per Unit, the last reported sale price of our ADSs on Nasdaq on January 25,
2019, and excluding any proceeds from the exercise of Warrants and Rights to Purchase. The actual offering price per share in this
offering will be determined between us and the underwriter at the time of pricing, and may be at a discount to the current market
price.
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We currently expect to use the net proceeds from
this offering for the following purposes:
● $6
million for scaling up sales and marketing globally;
● $1
million for increasing production capabilities; and
● The
remainder for working capital and general corporate purposes, possible in licensing of additional intellectual property
and product candidates, and next generation product development.
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Depositary
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The Bank of New York Mellon.
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Risk factors
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You should read the “Risk Factors”
section starting on page 11 of this prospectus, and “Item 3. - Key Information – D. Risk Factors” in our
2017 Annual Report incorporated by reference herein, and other information included or incorporated by reference in this prospectus
for a discussion of factors to consider carefully before deciding to invest in our securities.
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Nasdaq Capital Market Symbol and Tel Aviv Stock Exchange symbol
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“NNDM”
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The number of our ADSs and Ordinary Shares
to be outstanding immediately after this offering as shown above assumes that all of the ADSs offered hereby are sold and is based
on 96,571,661 Ordinary Shares outstanding as of January 25, 2019. This number excludes:
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1,306,457
Ordinary Shares issuable upon the exercise of warrants outstanding as of January 25, 2019, of which 730,289 were vested as
of such date;
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527,032 Ordinary
Shares held by the Company as treasury shares;
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7,210,590 Ordinary
Shares issuable upon the exercise of options to directors and employees under our equity incentive plan, outstanding as of
January 25, 2019;
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40
,000,000 Ordinary
Shares issuable upon the exercise of the Warrants offered hereby; and
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30
,000,000
Ordinary Shares issuable upon the exercise of the Rights to Purchase offered hereby.
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Unless otherwise indicated, all information
in this prospectus assumes no exercise of the Warrants and Rights to Purchase offered hereby and no exercise of the underwriter’s
over-allotment option.
SUMMARY
CONSOLIDATED FINANCIAL DATA
The
selected consolidated financial data set forth in the table below have been derived from our unaudited interim condensed consolidated
financial statements and notes thereto as of June 30, 2018. The selected financial data should be read in conjunction with our
unaudited interim condensed consolidated financial statements, and are qualified entirely by reference to such financial statements.
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(in thousands of U.S. dollars except per share data)
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Six Months Ended June 30,
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(*)
2017
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2018
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Consolidated Statements of Profit or Loss and Other Comprehensive Income Data:
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Revenues
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260
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1,723
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Cost of revenues
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82
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1,124
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Cost of revenues- amortization of intangible
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365
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386
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Gross profit (loss)
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(187
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)
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213
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Research and development expenses, net
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5,370
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(**)
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4,611
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General and administrative expenses
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1,944
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(**)
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1,494
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Sales and marketing expenses
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922
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(**)
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1,872
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Operating loss
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8,423
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7,764
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Finance expenses, net
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803
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129
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Total loss
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9,226
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7,893
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Basic and diluted loss per Ordinary Share
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0.18
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0.09
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Weighted average of number of Ordinary Shares used in
the calculation of the basic and diluted loss per Ordinary Share
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51,134,245
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86,920,197
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(*) Presented
according to the change in our functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018. The change
in functional currency is accounted for prospectively from that date. Accordingly, comparative profit or loss figures have been
translated into U.S. dollars using average exchange rates for the reporting periods.
(**) Reclassified - In the fourth quarter of 2017, we decided to present our sales and marketing expenses separate from other operating
expenses. Thus, for comparison we have reclassified the expenses in the previous years.
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(in thousands of U.S. dollars except share data)
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As of June 30,
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(*) 2017
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2018
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Consolidated Statement of Financial Position Data:
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Cash
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16,495
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11,601
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Total assets
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29,680
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27,336
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Total non-current liabilities
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1,103
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1,206
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Accumulated loss
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27,845
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44,015
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Total equity
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25,573
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23,039
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Number of shares outstanding
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61,772,211
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96,571,661
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(*) Presented according to the change in our functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018.
The change in functional currency is accounted for prospectively from that date. Accordingly, comparative profit or loss figures
have been translated into U.S. dollars using average exchange rates for the reporting periods.
RISK
FACTORS
You
should carefully consider the risks described below and the risks described in our 2017 Annual Report which are incorporated by
reference herein, as well as the financial or other information included in this prospectus or incorporated by reference in this
prospectus, including our consolidated financial statements and the related notes, before you decide to buy our securities. The
risks and uncertainties described below are not the only risks facing us. We may face additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial. Any of the risks described below, and any such additional risks, could
materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part
of your original investment.
Risks
Related to an Investment in Our Securities and this Offering
Our
management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them
effectively.
We
currently intend to use the net proceeds of this offering for scaling up sales and marketing globally, increasing production capabilities,
and the remainder for working capital and general corporate purposes, possible in licensing of additional intellectual property
and product candidates, and next generation product development. See “Use of Proceeds.” However, our management will
have broad discretion in the application of the net proceeds. Our shareholders may not agree with the manner in which our management
chooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could
have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest
the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result
in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial or other information
upon which our management bases its decisions.
We
will need additional capital in the future. If additional capital is not available, we may not be able to continue to operate
our business pursuant to our business plan or we may have to discontinue our operations entirely.
We
have incurred losses in each year since our inception. If we continue to use cash at our historical rates of use we will need
significant additional financing, which we may seek through a combination of private and public equity offerings, debt financings
and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of
equity or convertible debt securities, the ownership interest will be diluted, and the terms of any such offerings may include
liquidation or other preferences that may adversely affect the then existing shareholders rights. Debt financing, if available,
would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting
our ability to take specific actions such as incurring debt or making capital expenditures. If we raise additional funds through
collaboration, strategic alliance or licensing arrangements with third parties, we may have to relinquish valuable rights to our
technologies, future revenue streams or product candidates, or grant licenses on terms that are not favorable to us.
You
will experience immediate dilution in book value of any ADSs you purchase
.
Because the price per ADS being offered
is substantially higher than our net tangible book value per ADS, you will suffer substantial dilution in the net tangible book
value of any ADSs you purchase in this offering. After giving effect to the sale by us of ADSs in this offering, based on an assumed
public offering price of $1.25 per Unit, which is the last reported sale price of our ADSs on Nasdaq on January 25, 2019, and
after deducting underwriter’s discount and commission and offering expenses payable by us, our as adjusted net tangible
book value of our ADSs would be approximately $18.411 million, or approximately $0.67 per ADS, as of June 30, 2018. If you purchase
ADSs in this offering, you will suffer immediate and substantial dilution of our as adjusted net tangible book value of approximately
$0.58 per ADS. To the extent outstanding options, warrants or offered Warrants or Rights to Purchase are exercised, you will incur
further dilution. See “Dilution” on page 21 for a more detailed discussion of the dilution you will incur in connection
with this offering.
The exercise of the Warrants and Rights to Purchase
offered hereby will cause significant dilution to holders of our equity securities.
Holders of the Warrants may exercise
their warrants into 8,000,000 of our ADSs, and the holders of the Rights to Purchase may exercise their warrants into an additional
6,000,000 of our ADSs. In the event that the Warrants and/or Rights to Purchase are exercised in full, the ownership interest
of existing holders of our equity securities will be diluted. See “Dilution” for further information.
ADSs, Warrants and Rights
to Purchase representing a substantial percentage of our outstanding shares may be sold in this offering, which could cause the
price of our ADSs and
Ordinary Shares
to
decline
.
We may sell in this offering 8,000,000
Units representing 40,000,000 Ordinary Shares, or approximately 41%, of our outstanding Ordinary Shares as of January 25,
2019. In addition, the investors in this offering will be issued Warrants to purchase up to 8,000,000 ADSs representing 40,000,000
Ordinary Shares and Rights to Purchase up to 6,000,000 ADSs representing 30,000,000 Ordinary Shares. This sale and any future
sales of a substantial number of ADSs in the public market, or the perception that such sales may occur, could materially adversely
affect the price of our ADSs and Ordinary Shares. We cannot predict the effect, if any, that market sales of those ADSs or the
availability of those ADSs for sale will have on the market price of our ADSs and Ordinary Shares.
Significant
holders or beneficial holders of our Ordinary Shares may not be permitted to exercise Warrants and Rights to Purchase that they
hold.
The terms of the
Warrants and Rights to Purchase being offered hereby will prohibit a holder from exercising its Warrants and/or Rights to Purchase
if doing so would result in such holder (together with such holder’s affiliates and any other persons acting as a group
together with such holder or any of such holder’s affiliates) beneficially owning more than 4.99% of our Ordinary Shares
outstanding immediately after giving effect to the exercise, provided that, at the election of a holder and notice to us, such
beneficial ownership limitation may be increased or decreased, from time to time, to any other percentage not in excess of
9.99%. As a result, you may not be able to exercise your Warrants and Rights to Purchase at a time when it would be financially
beneficial for you to do so.
You may not be able to resell
the Warrants and/or Rights to Purchase being offered by this prospectus, or obtain a return on your investment in the warrants
.
There is no established
public trading market for the Warrants and Rights to Purchase being offered by this prospectus and we do not intend to have the
Warrants or Rights to Purchase listed on a national securities exchange or any other recognized trading system in the future.
Without an active market, the liquidity of any Warrants and/or Rights to Purchase sold by means of this prospectus will be limited.
If your Warrants and/or Rights to Purchase cannot be resold, you will have to depend upon any appreciation in the value of our
Ordinary Shares and the ADSs over the exercise price of the respective Warrants and/or Rights to Purchase in order to realize
a return on your investment in the Warrants and/or Rights to Purchase.
Raising
additional capital by issuing securities may cause dilution to existing shareholders.
We
may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and
strategic and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible
debt securities, the ownership interest will be diluted, and the terms of any such offerings may include liquidation or other
preferences that may adversely affect the then existing shareholders rights. Debt financing, if available, would result in increased
fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific
actions such as incurring debt or making capital expenditures. If we raise additional funds through collaboration, strategic alliance
or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams
or product candidates, or grant licenses on terms that are not favorable to us.
We
do not know whether a market for the ADSs and Ordinary Shares will be sustained or what the trading price of the ADSs will be
and as a result it may be difficult for you to sell your ADSs or Ordinary Shares.
Although
our ADSs now trade on Nasdaq and our Ordinary Shares trade on TASE, an active trading market for the ADSs or Ordinary Shares may
not be sustained. It may be difficult for you to sell your ADSs or Ordinary Shares without depressing the market price for the
ADSs or Ordinary Shares. As a result of these and other factors, you may not be able to sell your ADSs. Further, an inactive market
may also impair our ability to raise capital by selling ADSs and Ordinary Shares and may impair our ability to enter into strategic
partnerships or acquire companies or products by using our Ordinary Shares as consideration.
The Warrants and Rights to Purchase are speculative
in nature.
The Warrants and Rights to Purchase offered
by us in this offering do not confer any rights of ownership of Ordinary Shares or ADSs on their holders, such as voting rights
or the right to receive dividends, but only represent the right to acquire ADSs at a fixed price, for a limited period of time.
Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire ADSs and pay an
assumed exercise price per share of $ , equal to 115% of
the per share public offering price of the ADSs, subject to adjustment upon certain events, prior to five years from the date
of issuance, after which date any unexercised Warrants will expire and have no further value. In addition, commencing on the date
of issuance, holders of the Rights to Purchase may exercise their right to acquire ADSs and pay an assumed exercise price per
share of $ , equal to 100% of the per share public offering
price of the ADSs, subject to adjustment upon certain events, prior to six months from the date of issuance, after which date
any unexercised Rights to Purchase will expire and have no further value.
Holders of our Warrants and Rights to Purchase will
have no rights as shareholders until such holders exercise their Warrants and Rights to Purchase and acquire our ADSs.
Until holders of the Warrants and Rights
to Purchase acquire our ADSs upon exercise of the Warrants and Rights to Purchase, holders of the Warrants and Rights to Purchase
will have no rights with respect to our ADSs or Ordinary Shares underlying such Warrants and Rights to Purchase. Upon exercise
of the Warrants and Rights to Purchase, the holders thereof will be entitled to exercise the rights of a holder of ADSs only as
to matters for which the record date occurs after the exercise date.
Holders
of ADSs may not receive the same distributions or dividends as those we make to the holders of our ordinary shares,
and, in some limited circumstances, you may not receive dividends or other distributions on our ordinary shares and you may not
receive any value for them, if it is illegal or impractical to make them available to you.
The
Depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Ordinary
Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions
in proportion to the number of Ordinary Shares your ADSs represent. However, the Depositary is not responsible if it decides that
it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make
a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act, but that are
not properly registered or distributed under an applicable exemption from registration. In addition, conversion into U.S. dollars
from foreign currency that was part of a dividend made in respect of deposited Ordinary Shares may require the approval or license
of, or a filing with, any government or agency thereof, which may be unobtainable. In these cases, the Depositary may determine
not to distribute such property and hold it as “deposited securities” or may seek to effect a substitute dividend
or distribution, including net cash proceeds from the sale of the dividends that the Depositary deems an equitable and practicable
substitute. We have no obligation to register under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities
received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, Ordinary
Shares, rights or anything else to holders of ADSs. In addition, the Depositary may withhold from such dividends or distributions
its fees and an amount on account of taxes or other governmental charges to the extent the Depositary believes it is required
to make such withholding. This means that you may not receive the same distributions or dividends as those we make to the holders
of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends
if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value
of the ADSs.
Holders
of ADSs must act through the Depositary to exercise their rights as shareholders of our company.
Holders
of our ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying
Ordinary Shares in accordance with the provisions of the Deposit Agreement. Under Israeli law and our articles of association,
the minimum notice period required to convene a shareholders meeting is no less than 21 or 35 calendar days, depending on the
proposals on the agenda for the shareholders meeting. When a shareholder meeting is convened, holders of ADSs may not receive
sufficient notice of a shareholders’ meeting to permit them to withdraw their Ordinary Shares to allow them to cast their
vote with respect to any specific matter. In addition, the Depositary and its agents may not be able to send voting instructions
to holders of ADSs or carry out their voting instructions in a timely manner. We will make all reasonable efforts to cause the
Depositary to extend voting rights to holders of the ADSs in a timely manner, but we cannot assure holders that they will receive
the voting materials in time to ensure that they can instruct the Depositary to vote their Ordinary Shares underlying the ADSs.
Furthermore, the Depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for
the manner in which any vote is cast or for the effect of any such vote. As a result, holders of our ADSs may not be able to exercise
their right to vote and they may lack recourse if their Ordinary Shares underlying the ADSs are not voted as they requested. In
addition, in the capacity as a holder of ADSs, they will not be able to call a shareholders’ meeting.
ADSs
holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could augur less
favorable results to the plaintiff(s) in any such action.
The
deposit agreement governing the ADSs representing our ordinary shares provides that holders and beneficial owners of ADSs irrevocably
waive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including
claims under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this
jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit
agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has
not been finally adjudicated by a federal court. However, we believe that a jury trial waiver provision is generally enforceable
under the laws of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal
court, which have non-exclusive jurisdiction over matters arising under the deposit agreement, applying such law. In determining
whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the
jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to
trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts
will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which
is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case
of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit
agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder
or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws. If you
or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising
under the deposit agreement or the ADSs, you or such other holder or beneficial owner may not be entitled to a jury trial with
respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If
a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice
of the applicable trial court, which would be conducted according to different civil procedures and may augur different results
than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending
on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements made under “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this prospectus, including in
our 2017 Annual Report incorporated by reference herein, and other information included or incorporated by reference in this prospectus,
constitute forward-looking statements. Forward-looking statements are often characterized by the use of forward-looking terminology
such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,”
“believe,” “should,” “intend,” “project” or other similar words, but are not the
only way these statements are identified.
These
forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements
that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating
to the research, development, completion and use of our products, and all statements (other than statements of historical facts)
that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the
future.
Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important
factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these
forward-looking statements include, among other things:
|
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the
overall global economic environment;
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●
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the
impact of competition and new technologies;
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●
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general
market, political and economic conditions in the countries in which we operate;
|
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|
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●
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projected
capital expenditures and liquidity;
|
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|
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●
|
changes
in our strategy;
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●
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litigation;
and
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●
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those
factors referred to in our 2017 Annual Report incorporated by reference herein in “Item 3. Key Information - D. Risk
Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,”
as well as in our 2017 Annual Report generally, which is incorporated by reference into this prospectus.
|
These
statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may
cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from
those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under
the heading “Risk Factors” and other risk factors contained in the documents incorporated by reference herein. You
should not rely upon forward-looking statements as predictions of future events.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the
forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
EXCHANGE
RATE INFORMATION
The
following table sets forth information regarding the exchange rates of U.S. dollars per NIS for the periods indicated. Average
rates are calculated by using the daily representative rates as reported by the Bank of Israel on the last day of each month during
the periods presented.
|
|
|
NIS per U.S. dollars
|
|
|
Year Ended December 31,
|
|
High
|
|
|
Low
|
|
|
Average
|
|
|
Period End
|
|
|
2019 (through January 25, 2019)
|
|
|
3.742
|
|
|
|
3.657
|
|
|
|
3.691
|
|
|
|
3.685
|
|
|
2018
|
|
|
3.781
|
|
|
|
3.388
|
|
|
|
3.597
|
|
|
|
3.748
|
|
|
2017
|
|
|
3.860
|
|
|
|
3.467
|
|
|
|
3.600
|
|
|
|
3.467
|
|
|
2016
|
|
|
3.983
|
|
|
|
3.746
|
|
|
|
3.840
|
|
|
|
3.845
|
|
|
2015
|
|
|
4.053
|
|
|
|
3.761
|
|
|
|
3.884
|
|
|
|
3.902
|
|
|
2014
|
|
|
3.994
|
|
|
|
3.402
|
|
|
|
3.577
|
|
|
|
3.889
|
|
The
following table sets forth the high and low daily representative rates for the NIS as reported by the Bank of Israel for each
of the prior six months.
|
|
|
NIS per U.S. dollars
|
|
|
Month
|
|
High
|
|
|
Low
|
|
|
Average
|
|
|
Period End
|
|
|
January 2019 (through January 25, 2019)
|
|
|
3.742
|
|
|
|
3.657
|
|
|
|
3.691
|
|
|
|
3.685
|
|
|
December 2018
|
|
|
3.781
|
|
|
|
3.718
|
|
|
|
3.752
|
|
|
|
3.748
|
|
|
November 2018
|
|
|
3.743
|
|
|
|
3.668
|
|
|
|
3.705
|
|
|
|
3.701
|
|
|
October 2018
|
|
|
3.721
|
|
|
|
3.62
|
|
|
|
3.656
|
|
|
|
3.721
|
|
|
September 2018
|
|
|
3.627
|
|
|
|
3.564
|
|
|
|
3.592
|
|
|
|
3.627
|
|
|
August 2018
|
|
|
3.71
|
|
|
|
3.604
|
|
|
|
3.6664
|
|
|
|
3.604
|
|
|
July 2018
|
|
|
3.667
|
|
|
|
3.618
|
|
|
|
3.6453
|
|
|
|
3.664
|
|
|
June 2018
|
|
|
3.65
|
|
|
|
3.565
|
|
|
|
3.6045
|
|
|
|
3.65
|
|
PRICE
HISTORY OF OUR ORDINARY SHARES AND ADSs
Our
Ordinary Shares have been trading on the TASE under the symbol “NNDM” since 1977. Our ADSs commenced trading on the
OTCQB and OTCQX under the symbol “NNDMY” on July 29, 2015, and September 17, 2015, respectively. On March 7, 2016,
our ADSs, each of which represents five of our Ordinary Shares, commenced trading on the Nasdaq Capital Market under the symbol
“NNDM.”
The
following table sets forth, for the periods indicated, the reported high and low sale prices of our Ordinary Shares on the TASE
in NIS and U.S. dollars. U.S. dollar per Ordinary Share amounts are calculated using the U.S. dollar representative rate
of exchange on the date to which the high or low market price is applicable, as reported by the Bank of Israel.
|
|
|
NIS
Price Per Ordinary
Share
|
|
|
U.S.$
Price Per Ordinary
Share
|
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
Annual:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 (through January 25, 2019)
|
|
|
0.95
|
|
|
|
0.85
|
|
|
|
0.26
|
|
|
|
0.22
|
|
|
2018
|
|
|
2.60
|
|
|
|
0.77
|
|
|
|
0.76
|
|
|
|
0.20
|
|
|
2017
|
|
|
5.33
|
|
|
|
2.07
|
|
|
|
1.47
|
|
|
|
0.59
|
|
|
2016
|
|
|
6.52
|
|
|
|
4.47
|
|
|
|
1.70
|
|
|
|
1.16
|
|
|
2015
|
|
|
7.99
|
|
|
|
1.51
|
|
|
|
2.07
|
|
|
|
0.39
|
|
|
2014
|
|
|
5.05
|
|
|
|
0.81
|
|
|
|
1.45
|
|
|
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter 2019 (through January 25, 2019)
|
|
|
0.95
|
|
|
|
0.85
|
|
|
|
0.26
|
|
|
|
0.22
|
|
|
Fourth Quarter 2018
|
|
|
1.54
|
|
|
|
0.77
|
|
|
|
0.42
|
|
|
|
0.20
|
|
|
Third Quarter 2018
|
|
|
1.70
|
|
|
|
1.37
|
|
|
|
0.47
|
|
|
|
0.37
|
|
|
Second Quarter 2018
|
|
|
1.98
|
|
|
|
0.92
|
|
|
|
0.55
|
|
|
|
0.25
|
|
|
First Quarter 2018
|
|
|
2.60
|
|
|
|
1.28
|
|
|
|
0.76
|
|
|
|
0.36
|
|
|
Fourth Quarter 2017
|
|
|
4.05
|
|
|
|
2.07
|
|
|
|
1.16
|
|
|
|
0.59
|
|
|
Third Quarter 2017
|
|
|
4.42
|
|
|
|
3.02
|
|
|
|
1.26
|
|
|
|
0.84
|
|
|
Second Quarter 2017
|
|
|
5.06
|
|
|
|
4.24
|
|
|
|
1.38
|
|
|
|
1.21
|
|
|
First Quarter 2017
|
|
|
5.33
|
|
|
|
4.25
|
|
|
|
1.47
|
|
|
|
1.12
|
|
|
Fourth Quarter 2016
|
|
|
5.64
|
|
|
|
4.47
|
|
|
|
1.49
|
|
|
|
1.16
|
|
|
Third Quarter 2016
|
|
|
6.39
|
|
|
|
5.08
|
|
|
|
1.69
|
|
|
|
1.31
|
|
|
Second Quarter 2016
|
|
|
6.24
|
|
|
|
4.98
|
|
|
|
1.64
|
|
|
|
1.29
|
|
|
First Quarter 2016
|
|
|
6.52
|
|
|
|
4.49
|
|
|
|
1.70
|
|
|
|
1.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2019 (through January 25, 2019)
|
|
|
0.95
|
|
|
|
0.85
|
|
|
|
0.26
|
|
|
|
0.22
|
|
|
December 2018
|
|
|
1.18
|
|
|
|
0.77
|
|
|
|
0.32
|
|
|
|
0.20
|
|
|
November 2018
|
|
|
1.52
|
|
|
|
1.15
|
|
|
|
0.41
|
|
|
|
0.31
|
|
|
October 2018
|
|
|
1.54
|
|
|
|
1.31
|
|
|
|
0.42
|
|
|
|
0.35
|
|
|
September 2018
|
|
|
1.66
|
|
|
|
1.49
|
|
|
|
0.46
|
|
|
|
0.41
|
|
|
August 2018
|
|
|
1.70
|
|
|
|
1.37
|
|
|
|
0.47
|
|
|
|
0.37
|
|
|
July 2018
|
|
|
1.70
|
|
|
|
1.37
|
|
|
|
0.46
|
|
|
|
0.37
|
|
The
following table sets forth, for the periods indicated, the reported high and low closing sale prices of the ADSs in U.S. dollars.
|
|
|
U.S.$
Price Per ADS
|
|
|
|
|
High
|
|
|
Low
|
|
|
Annual:
|
|
|
|
|
|
|
|
2019 (through January 25, 2019)
|
|
|
1.34
|
|
|
|
1.18
|
|
|
2018
|
|
|
3.73
|
|
|
|
0.95
|
|
|
2017
|
|
|
7.19
|
|
|
|
2.95
|
|
|
2016
|
|
|
8.89
|
|
|
|
5.77
|
|
|
2015 (Since July 29, 2015)
|
|
|
10.00
|
|
|
|
7.04
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
|
First Quarter 2019 (through January 25, 2019)
|
|
|
1.34
|
|
|
|
1.18
|
|
|
Fourth Quarter 2018
|
|
|
2.13
|
|
|
|
0.95
|
|
|
Third Quarter 2018
|
|
|
2.33
|
|
|
|
1.88
|
|
|
Second Quarter 2018
|
|
|
2.84
|
|
|
|
1.24
|
|
|
First Quarter 2018
|
|
|
3.73
|
|
|
|
1.83
|
|
|
Fourth Quarter 2017
|
|
|
5.72
|
|
|
|
2.95
|
|
|
Third Quarter 2017
|
|
|
6.23
|
|
|
|
4.22
|
|
|
Second Quarter 2017
|
|
|
6.92
|
|
|
|
6.00
|
|
|
First Quarter 2017
|
|
|
7.19
|
|
|
|
5.64
|
|
|
Fourth Quarter 2016
|
|
|
7.43
|
|
|
|
5.89
|
|
|
Third Quarter 2016
|
|
|
8.61
|
|
|
|
6.69
|
|
|
Second Quarter 2016
|
|
|
8.34
|
|
|
|
6.47
|
|
|
First Quarter
|
|
|
8.89
|
|
|
|
5.77
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
|
January 2019 (through January 25, 2019)
|
|
|
1.34
|
|
|
|
1.18
|
|
|
December 2018
|
|
|
1.62
|
|
|
|
0.95
|
|
|
November 2018
|
|
|
2.13
|
|
|
|
1.62
|
|
|
October 2018
|
|
|
2.04
|
|
|
|
1.69
|
|
|
September 2018
|
|
|
2.30
|
|
|
|
1.97
|
|
|
August 2018
|
|
|
2.31
|
|
|
|
1.88
|
|
|
July 2018
|
|
|
2.33
|
|
|
|
1.92
|
|
USE
OF PROCEEDS
We expect to receive approximately $8.745 million
in net proceeds from the sale of Units offered by us in this offering (approximately $10.125 million if the underwriter exercises
its over-allotment option in full). These estimates exclude the proceeds, if any, from the exercise of the Warrants and Rights
to Purchase offered hereby. If all of the Warrants sold in this offering were to be exercised in cash at the assumed exercise
price of $1.44, and all of the Rights to Purchase sold in this offering were to be exercised in cash at the assumed exercise price
of $1.25, we would receive additional proceeds of approximately $19,000,000. However, the Warrants and Rights to Purchase contain
a cashless exercise provision that permits exercise of the Warrants and Rights to Purchase on a cashless basis at any time where
there is no effective registration statement under the Securities Act covering the issuance of the underlying ADSs. We cannot
predict when or if these Warrants and/or Rights to Purchase will be exercised or whether they will be exercised for cash. It is
possible that Warrants and/or Rights to Purchase may be exercised solely on a cashless basis.
A $1.00 increase (decrease) in the assumed public offering price of $1.25 per Unit, which is the last
reported sale price of our ADSs on Nasdaq on January 25, 2019, would increase (decrease) the net proceeds from this offering by
approximately $7,360,000, assuming the number of Units offered by us, as set forth on the cover page of this prospectus, remains
the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We
may also increase or decrease the number of Units we are offering.
An
increase (decrease) of 1,000,000 Units in the number of Units offered by us, would increase (decrease) our net proceeds by approximately
$1,150,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The
information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of
the offering determined at pricing.
We
currently expect to use the net proceeds from this offering for the following purposes:
|
|
●
|
$6
million for scaling up sales and marketing globally;
|
|
|
|
|
|
|
●
|
$1
million for increasing production capabilities; and
|
|
|
|
|
|
|
●
|
The
remainder for working capital and general corporate purposes, possible in licensing of additional intellectual property and
product candidates, and next generation product development.
|
The
amounts and schedule of our actual expenditures will depend on multiple factors. Therefore, our management will retain broad discretion
over the use of the proceeds from this offering. We may ultimately use the proceeds for different purposes than what we project.
If the anticipated proceeds will not be sufficient to fund all the proposed purposes, our management will determine the order
of priority for using the proceeds, and, if necessary, as well as the amount and sources of other funds needed.
Pending
our use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital preservation investments,
including short-term, investment grade, interest bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable
future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on
then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,
business prospects and other factors our board of directors may deem relevant.
The
Israeli Companies Law imposes further restrictions on our ability to declare and pay dividends.
Payment
of dividends may be subject to Israeli withholding taxes. See “Item 10. – Additional Information – E. “Taxation
— Israeli Tax Considerations and Government Programs” in our 2017 Annual Report incorporated by reference herein for
additional information.
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2018:
|
|
●
|
on an actual basis; and
|
|
|
|
|
|
|
●
|
on an as adjusted basis to give effect to the sale of
8,000,000 Units
in this offering at an assumed public offering price of $1.25 per Unit, the last reported sale price of the ADSs on Nasdaq on
January 25, 2019, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by
us, as if the sale of the Units had occurred on June 30, 2018.
|
You
should read this table in conjunction with the sections titled “Selected Financial Data” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes
included elsewhere in this prospectus and/or in our 2017 Annual Report incorporated by reference herein.
|
|
|
As of June 30, 2018
|
|
|
(in thousands USD)
|
|
Actual
|
|
|
As
Adjusted (1)
|
|
|
Cash and cash equivalents
|
|
|
11,601
|
|
|
|
20,346
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability in respect of government grants
|
|
|
934
|
|
|
|
934
|
|
|
Warrants and Rights to Purchase measured in fair value
|
|
|
-
|
|
|
|
7,004
|
|
|
Total liabilities
|
|
|
4,297
|
|
|
|
11,301
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
3,291
|
|
|
|
4,387
|
|
|
Share premium
|
|
|
58,613
|
|
|
|
60,
137
|
|
|
Treasury shares
|
|
|
(1,509
|
)
|
|
|
(1,509
|
)
|
|
Warrants
|
|
|
13
|
|
|
|
13
|
|
|
Presentation currency translation reserve
|
|
|
1,431
|
|
|
|
1,431
|
|
|
Capital reserve from transactions with controlling
shareholders
|
|
|
63
|
|
|
|
63
|
|
|
Capital reserve for share-based payments
|
|
|
5,152
|
|
|
|
5,152
|
|
|
Accumulated loss
|
|
|
(44,015
|
)
|
|
|
(44,894
|
)
|
|
Total shareholders’ equity
|
|
|
23,039
|
|
|
|
24,780
|
|
|
Total capitalization
|
|
|
27,336
|
|
|
|
36,081
|
|
|
(1)
|
A $1.00 increase (decrease) in the assumed public offering price of
$1.25 per Unit, which is the last reported sale price of our ADSs on Nasdaq on January 25, 2019,
would increase (decrease) the amount of cash and cash equivalents by approximately $7.36 million
and total shareholders’ equity by approximately $
1.757 million,
assuming the number of Units offered by us, as set forth on the cover page of this prospectus,
remains the same, after deducting the estimated underwriting discounts and commissions and estimated
offering expenses payable by us. We may also increase or decrease the number of Units we are offering.
An increase (decrease) of 1,000,000 Units in the number of Units offered by us, would increase
(decrease) the amount of cash and cash equivalents by approximately $1.150 million and total shareholders’
equity by approximately $0.274 million after deducting estimated underwriting discounts and commissions
and any estimated offering expenses payable by us. The information discussed above is illustrative
only and will adjust based on the actual public offering price and other terms of the offering
determined at pricing.
|
DILUTION
If you invest in our securities, your
interest will be diluted immediately to the extent of the difference between the public offering price per Unit you will pay in
this offering and the pro forma net tangible book value per ADS after this offering. At June 30, 2018, we had net tangible book
value of $16,670,000, corresponding to a net tangible book value of $0.17 per Ordinary Share or $0.86 per ADS (using the
ratio of five Ordinary Shares to one ADS). Net tangible book value per share or per ADS represents the amount of our total tangible
assets less our total liabilities, divided by 96,571,661, the total number of Ordinary Shares outstanding at June 30, 2018, or
19,314,332, the total number of ADSs that would represent such total number of shares based on a share-to-ADS ratio of five-to-one.
After giving effect to the sale of the
Units offered by us in this offering and after deducting the estimated underwriting discounts and commissions and estimated offering
expenses payable by us, and excluding the proceeds, if any, from the exercise of the Warrants and Rights to Purchase issued in
this offering, our pro forma net tangible book value estimated at June 30, 2018 would have been approximately $18,410,825, representing
$0.13 per Ordinary Share or $0.67 per ADS. At the assumed public offering price for this offering of $1.25 per Unit, which
is the last reported sale price of our ADSs on Nasdaq on January 25, 2019, this represents an immediate decrease in historical
net tangible book value of $0.04 per Ordinary Share or $0.19 per ADS to existing shareholders and an immediate dilution in
net tangible book value of $0.12 per Ordinary Share or $0.58 per ADS to purchasers of Units in this offering. Dilution for
this purpose represents the difference between the price per Unit paid by these purchasers and pro forma net tangible book value
per Unit immediately after the completion of this offering.
The following table illustrates this
dilution of $0.5
8 per Unit to purchasers of Units in
this offering:
|
Assumed public offering price per Unit
|
|
$
|
1.25
|
|
|
Historical net tangible book value per ADS as of June 30, 2018
|
|
|
0.86
|
|
|
Decrease in net tangible book value per ADS attributable
to new investors
|
|
|
0.19
|
|
|
Pro forma net tangible book value per ADS after this
offering
|
|
|
0.67
|
|
|
Dilution per ADS to new investors
|
|
|
0.58
|
|
|
Percentage of dilution in net tangible book value
per ADS for new investors
|
|
|
46
|
%
|
The
above discussion and table are based on 96,571,661 ordinary shares outstanding as of June 30, 2018, and excludes the following
as of such date:
|
|
●
|
7,286,258
Ordinary Shares issuable upon the exercise of options outstanding under our 2015 Stock Option Plan;
|
|
|
●
|
613,742
Ordinary Shares reserved for issuance and available for future grant under our 2015 Stock Option Plan;
|
|
|
●
|
1,381,457
Ordinary Shares issuable upon the exercise of outstanding warrants;
|
|
|
●
|
527,032
Ordinary Shares held by the Company as treasury shares;
|
|
|
●
|
40,000,000 Ordinary Shares issuable upon
the exercise of Warrants offered hereby; and
|
|
|
|
|
|
|
●
|
3
0,000,000 Ordinary Shares issuable upon
the exercise of Right to Purchase offered hereby.
|
To the extent that outstanding options,
warrants or Rights to Purchase are exercised or we issue additional ordinary shares under our equity incentive plans, you may
experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe that we have sufficient funds for our current and future operating plans. To the extent that additional capital
is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further
dilution to the holders of our ordinary shares and ADSs.
A $1.00 increase (decrease) in the assumed
public offering price of $1.25 per Unit, which is the last reported sale price of our ADSs on Nasdaq on January 25, 2019, would
increase (decrease) our pro forma net tangible book value per ADS after this offering by $0.06 and the dilution per ADS to
new investors by $0.94, assuming the number of Units offered by us, as set forth on the cover page of this prospectus, remains
the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
We may also increase or decrease the number of Units we are offering.
An increase (decrease) of 1,000,000 Units
in the number of Units offered by us, would increase (decrease) our pro forma net tangible book value after this offering by approximately
$0.274 million and would decrease (increase) the pro forma net tangible book value per ADS after this offering by $0.01 per
ADS and would increase (decrease) the dilution per ADS to new investors by $0.01, after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust
based on the actual public offering price and other terms of the offering determined at pricing.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should
be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion
and other parts of this prospectus contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements
as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus or
incorporated by reference in this prospectus. We report financial information under IFRS as issued by the IASB and none of the
financial statements were prepared in accordance with generally accepted accounting principles in the United States.
Overview
To date, we have generated insignificant
revenues from the sale and lease of our products. We have only recently begun commercializing our products and our ability to
generate significant revenues and achieve profitability depends on our ability to successfully complete the development of, and
to commercialize, our products. As of June 30, 2018, we had an accumulated deficit of $44,015,000.
Critical Accounting Policies
The preparation of financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. A comprehensive discussion of our critical accounting policies is included in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section in our 2017 Annual Report incorporated by reference
herein.
Results of Operations
The following discussion of our unaudited
results of operations for the six month periods ended June 30, 2018 and 2017, included in the following table, which presents
selected financial information data, is based upon our unaudited statements of operations contained in our financial statements
for those periods, and the related notes, included elsewhere in this prospectus.
|
|
|
Six Months Ended
June 30,
|
|
|
(in thousands of U.S dollars)
|
|
(*) 2017
|
|
|
2018
|
|
|
Revenues
|
|
|
260
|
|
|
|
1,723
|
|
|
Cost of revenues
|
|
|
82
|
|
|
|
1,124
|
|
|
Cost of revenues- amortization of intangible
|
|
|
365
|
|
|
|
386
|
|
|
Gross profit (loss)
|
|
|
(187
|
)
|
|
|
213
|
|
|
Research and development expenses, net
|
|
|
5,370
|
|
|
|
4,611
|
|
|
General and administrative expenses
|
|
|
1,944
|
|
|
|
1,494
|
|
|
Sales and marketing expenses
|
|
|
922
|
|
|
|
1,872
|
|
|
Operating loss
|
|
|
8,423
|
|
|
|
7,764
|
|
|
Finance expense, net
|
|
|
803
|
|
|
|
129
|
|
|
Total loss
|
|
|
9,226
|
|
|
|
7,893
|
|
|
Loss attributable to holders of Ordinary Shares
|
|
|
9,226
|
|
|
|
7,893
|
|
|
*
|
Reclassified - In the fourth quarter
of 2017, we decided to present our sales and marketing expenses separate from other operating expenses. Thus, for comparison
we have reclassified the expenses in the previous years.
|
Comparison of the six months ended June 30, 2018 to the
six months ended June 30, 2017
Revenues
Our revenues for the six months ended June
30, 2018 amounted to $1,723,000, representing an increase of $1,463,000 or 563%, compared to $260,000 for the six months ended
June 30, 2017. The increase was attributed to commercial sales of the DragonFly Pro system that began in the fourth quarter of
2017. Our revenues are derived from sales and leases of our printers, warranty services, and from ink and other consumables sales.
Cost of Revenues
Our cost of revenues for the six months
ended June 30, 2018 amounted to $1,510,000, representing an increase of $1,063,000 or 238%, compared to $447,000, for the six
months ended June 30, 2017. Cost of revenues consists of $1,124,000 and an additional $386,000 in respect of amortization of intangible
assets, representing an increase of $1,042,000 or 1,271%, compared to $82,000 and an additional increase of $21,000, compared
to $365,000 in respect of amortization of intangible assets. The increase was attributed to commercial sales of the DragonFly
Pro system that began in the fourth quarter of 2017.
Gross Profit (Loss
)
Our gross profit for the six months ended
June 30, 2018 amounted to $213,000, compared to a loss of $187,000 for the six months ended June 30, 2017.
Research and Development Expenses, net
Our research and development expenses for
the six months ended June 30, 2018 amounted to $4,611,000, representing a decrease of $759,000 or 14%, compared to $5,370,000
for the six months ended June 30, 2017. The decrease resulted primarily from a decrease of $614,000 in payroll and related expenses,
a decrease of $484,000 in share-base payments expenses and a decrease of $266,000 in materials expenses.
Our research and development expenses for
the six months ended June 30, 2018 are presented net of government grants in the amount of $21,000.
Sales and marketing Expenses
Our sales and marketing expenses totaled
$1,872,000 for the six months ended June 30, 2018, an increase of $950,000, or 103%, compared to $922,000 for the six months ended
June 30, 2017. The increase was mainly attributed to an increase of $476,000 in payroll and related expenses, an increase of $347,000
in marketing and advertising expenses and an increase of $91,000 in depreciation expenses.
General and Administrative Expenses
Our general and administrative expenses
totaled $1,494,000 for the six months ended June 30, 2018, a decrease of $450,000, or 23%, compared to $1,944,000 for the six
months ended June 30, 2017. The decrease was mainly attributed to a decrease of $344,000 in professional services expenses and
a decrease of $161,000 in directors’ fees.
Operating Loss
As a result of the foregoing, our operating
loss for the six months ended June 30, 2018 was $7,764,000, as compared to an operating loss of $8,423,000 for the six months
ended June 30, 2017, a decrease of $659,000, or 8%.
Finance Expense and Income
Finance expense and income mainly consist
of bank fees and other transactional costs, revaluation of liability in respect of government grants, and exchange rate differences.
We recognized net financial expense of $129,000
for the six months ended June 30, 2018, compared to $803,000 for the six months ended June 30, 2017. The decrease is primarily
due to a decrease in finance expense related to exchange rate differences.
Total Loss
As a result of the foregoing, our loss for
the six months ended June 30, 2018 was $7,893,000, as compared to $9,226,000 for the six months ended June 30, 2017, a decrease
of $1,333,000, or 14%.
Liquidity and Capital Resources
Overview
Since our inception through June 30, 2018,
we have funded our operations principally with $52,952,000 from the issuance of Ordinary Shares and warrants. As of June 30, 2018,
we had approximately $11,601,000 in cash.
The table below presents our cash flows:
|
|
|
Six Months Ended
June 30,
|
|
|
(in thousands of U.S. dollars)
|
|
2017
|
|
|
2018
|
|
|
Net cash used in operating activities
|
|
|
6,248
|
|
|
|
6,790
|
|
|
Net cash used in investing activities
|
|
|
2,504
|
|
|
|
261
|
|
|
Net cash provided by financing activities
|
|
|
12,688
|
|
|
|
12,490
|
|
Net cash used in operating activities of
$6,790,000 during the six months ended June 30, 2018 was primarily used for payment of $4,034,000 in salaries and related personnel
expenses. Net cash used in operating activities of $6,248,000 during the six months ended June 30, 2017 was primarily used for
payment of $4,203,000 in salaries and related personnel expenses.
Net cash used in investing activities of
$261,000 during the six months ended June 30, 2018 primarily reflects acquisition of property plant and equipment. The decrease
compared to $2,504,000 in the six months ended June 30, 2017 is mainly as a result of decrease in acquisition of property plant
and equipment.
Net cash provided by financing activities
of $12,490,000 during the six months ended June 30, 2018 consisted primarily of $12,471,000 of net proceeds from the issuance
of ordinary shares. The net cash provided by financing activities in the six months ended June 30, 2017 of $12,688,000 consisted
primarily of net proceeds from the issuance of ordinary shares.
Current Outlook
To date, we have not achieved profitability
and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through
proceeds from issuance of our Ordinary Shares.
Based on the projected cash flows and our
cash balance as of June 30, 2018, our management is of the opinion that without further fund raising it will not have sufficient
resources to enable it to continue advancing its activities including the development, manufacturing and marketing of its products
for a period of at least 12 months from the date of sign-off date of our financial statements. As a result, there is substantial
doubt about our ability to continue as a going concern.
Until we can generate significant recurring
revenues and achieve profitability, we will need to seek additional sources of funds through the sale of additional equity securities,
debt or other securities. Any required additional capital, whether forecasted or not, may not be available on reasonable terms,
or at all. If we are unable to obtain additional financing or are unsuccessful in commercializing our products and securing sufficient
funding, we may be required to reduce activities, curtail or even cease operations.
In addition, our operating plans may change
as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
Our future capital requirements will depend on many factors, including:
|
|
●
|
the
progress and costs of our research and development activities;
|
|
|
|
|
|
|
●
|
the
progress in the launch of the commercial DragonFly Pro system;
|
|
|
|
|
|
|
●
|
the
costs of manufacturing our DragonFly Pro system and ink products;
|
|
|
|
|
|
|
●
|
the
costs of filing, prosecuting, enforcing and defending patent claims and other intellectual
property rights;
|
|
|
|
|
|
|
●
|
the
potential costs of contracting with third parties to provide marketing and distribution
services for us or for building such capacities internally; and
|
|
|
|
|
|
|
●
|
the
magnitude of our general and administrative expenses.
|
DESCRIPTION OF SHARE CAPITAL
The following description
of our share capital and provisions of our articles of association, or Articles of Association, are summaries and do not purport
to be complete.
Ordinary Shares
As of January 25, 2019, our authorized
share capital consisted of 200,000,000 of our Ordinary Shares, of which 96,571,661 Ordinary Shares were issued and outstanding
and 527,032 shares are treasury shares (held by us). All of our outstanding Ordinary Shares have been validly issued, fully paid
and non-assessable.
As of January 25, 2019, an additional
1,306,457 of our Ordinary Shares were issuable upon the exercise of warrants, of which 730,289 were vested as of such date. The
exercise price of the options outstanding ranges between NIS 0.8655 (approximately $0.24) and NIS 9.00 (approximately $2.48) per
share.
As of January 25, 2019, an additional
7,210,590 of our Ordinary Shares were issuable upon the exercise of outstanding options to purchase our Ordinary Shares. The exercise
price of the options outstanding ranges between NIS 1.014 (approximately $0.3) and NIS 7.50 (approximately $1.96) per share.
Our registration number
with the Israeli Registrar of Companies is 520029109.
Purposes and Objects of the Company
Our purpose is set forth
in Section 8 of our amended and restated articles of association and includes every lawful purpose.
The Powers of the Directors
Our board of directors shall direct our policy
and shall supervise the performance of our chief executive officer and his actions. Our board of directors may exercise all powers
that are not required under the Israeli Companies Law of 1999, or the Companies Law, or under our amended and restated articles
of association to be exercised or taken by our shareholders.
Rights Attached to Shares
Our Ordinary Shares shall confer upon the
holders thereof:
|
|
●
|
equal
right to attend and to vote at all general meetings of the Company, whether regular or special, with each Ordinary Share entitling
the holder thereof, which attend the meeting and participate at the voting, either in person or by a proxy or by a written ballot,
to one vote;
|
|
|
●
|
equal right to participate in distribution of dividends, whether payable in cash or in bonus shares, in distribution of assets or in any other distribution, on a per share pro rata basis; and
|
|
|
●
|
equal right to participate, upon dissolution of the Company, in the distribution of the Company assets legally available for distribution, on a per share pro rata basis.
|
Shareholder’s rights of inspection of the Company records
Pursuant to the Companies Law, shareholders
have the right to inspect the Company documents that are specified below:
|
|
(1)
|
minutes
of the general meetings;
|
|
|
(2)
|
the
Company’s shareholders register and the register of substantial shareholders;
|
|
|
(3)
|
a
document in the company’s possession, relating to an act or transaction with interested parties that requires approval by the
general meeting;
|
|
|
(4)
|
A
rticles of Association
and financial reports; and
|
|
|
(5)
|
any document that the company must submit under the Companies Law and under any statute to the Companies Registrar or to the Israeli Securities Authority and that is available for public inspection at the Companies Registrar or the Israeli Securities Authority, as the case may be.
|
Election of Directors
Pursuant to our amended
and restated articles of association, our directors are elected at an annual general meeting or at a special meeting, of our shareholders
and serve on the Board of Directors until the next annual general meeting (except for external directors) or until they resign
or until they cease to act as board members pursuant to the provisions of the amended and restated articles of association or any
applicable law, upon the earlier. In addition, our amended and restated articles of association allow our Board of Directors to
appoint directors to fill vacancies and/or as an addition to the Board of Directors (subject to the maximum number of directors)
to serve until the next annual general meeting or earlier if required by our amended and restated articles of association or applicable
law, upon the earlier. External directors are elected for an initial term of three years and may be removed from office pursuant
to the terms of the Companies Law.
Annual and Special Meetings
Under the Israeli law,
we are required to hold an annual general meeting of our shareholders once every calendar year, at such time and place which shall
be determined by our Board of Directors, which must be no later than 15 months after the date of the previous annual general meeting.
All meetings other than the annual general meeting of shareholders are referred to as special general meetings. Our Board of Directors
may call special meetings whenever it sees fit and upon the written request of: (a) any two of our directors; and/or (b) one or
more shareholders holding, in the aggregate, 5% of our outstanding voting power.
Resolutions regarding
the following matters must be passed at a general meeting of our shareholders:
|
|
●
|
amendments
to our amended and restated articles of association;
|
|
|
●
|
the
exercise of our Board of Director’s powers if our Board of Directors is unable to exercise its powers;
|
|
|
●
|
appointment
or termination of our auditors;
|
|
|
●
|
appointment
of directors, including external directors;
|
|
|
●
|
approval
of acts and transactions requiring general meeting approval pursuant to the provisions of the Companies Law and any other applicable
law;
|
|
|
●
|
increases
or reductions of our authorized share capital; and
|
|
|
●
|
a
merger (as such term is defined in the Companies Law).
|
Notices
The Companies Law requires
that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting, and if the agenda
of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested
or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
Quorum
The quorum required
for our general meetings consists of at least two shareholders present in person, by proxy or written ballot, who hold or represent
between them at least 25% of the total outstanding voting rights (instead of 33 1/3% of the issued share capital required under
the NASDAQ Listing Rules). If within half an hour of the time appointed for the general meeting a quorum is not present, the general
meeting shall stand adjourned the same day of the following week, at the same hour and in the same place, or to such other date,
time and place as prescribed in the notice to the shareholders and in such adjourned meeting, if no quorum is present within half
an hour of the time arranged, any number of shareholders participating in the meeting, shall constitute a quorum.
If a general meeting
was summoned following the request of a shareholder, then a quorum required in an adjourned general meeting, shall consist of at
least one or more shareholders, which holds and represents at least 5% of the company’s issued and outstanding share capital
and at least 1% of the company voting rights, or one or more shareholder, which holds at least 5% of the Company’s voting
rights.
Adoption of Resolutions
Our amended and restated
articles of association provide that all resolutions in our shareholders’ meetings require a simple majority of the vote
of the shareholders attending the general meeting, unless otherwise required under the Companies Law or our amended and restated
articles of association. A shareholder of the Company may vote in a general meeting in person, by proxy or by a written ballot.
Our amended and restated articles of association do not provide our shareholders with any cumulative voting rights.
Changing Rights Attached to Shares
Unless otherwise provided
by the terms of the shares and subject to any applicable law, in order to change the rights attached to any class of shares, such
change must be adopted by the Board of Directors and at a general meeting of the affected class or by a written consent of all
the shareholders of the affected class.
The enlargement of an
existing class of shares or the issuance of additional shares thereof, shall not be deemed to modify the rights attached to the
previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares.
Provisions Restricting Change in Control of Our Company
There are no specific
provisions of our amended and restated articles of association that would have an effect of delaying, deferring or preventing a
change in control of the Company or that would operate only with respect to a merger, acquisition or corporate restructuring involving
us (or our subsidiary, Nano Dimension Technologies Ltd.). However, as described below, certain provisions of the Companies Law
may have such effect.
The Companies Law includes
provisions that allow a merger transaction and requires that each company that is a party to the merger have the transaction approved
by its Board of Directors and a vote of the majority of its shares. For purposes of the shareholder vote of each party, unless
a court rules otherwise, the merger will not be deemed approved if shares representing a majority of the voting power present at
the shareholders meeting and which are not held by the other party to the merger (or by any person 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 the merger. Upon the request
of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists
a reasonable concern that as a result of the merger the surviving company will be unable to satisfy the obligations of any of the
parties to the merger. In addition, a merger may not be completed unless at least (1) 50 days have passed from the time that the
requisite proposals for approval of the merger were filed with the Israeli Registrar of Companies by each merging company and (2)
30 days have passed since the merger was approved by the shareholders of each merging company.
The Companies Law also
provides that an acquisition of shares in a public company must be made by means of a “special” tender offer if as
a result of the acquisition (1) the purchaser would become a 25% or greater shareholder of the company, unless there is already
another 25% or greater shareholder of the company or (2) the purchaser would become a 45% or greater shareholder of the company,
unless there is already a 45% or greater shareholder of the company. These requirements do not apply if, in general, the acquisition
(1) was made in a private placement that received a shareholders’ approval as a private placement intended to make the offeree
a 25% or greater shareholder of the company, unless there is already another 25% or greater shareholder of the company or a 45%
or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company, (2) was from a 25%
or greater shareholder of the company which resulted in the acquirer becoming a 25% or greater shareholder 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 shareholder of the
company. A “special” tender offer must be extended to all shareholders, but the offeror is not required to purchase
more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. In general,
the tender offer may be consummated only if (1) at least 5% of the company’s outstanding shares will be acquired by the offeror
and (2) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.
If, as a result of an
acquisition of shares, the acquirer will hold more than 90% of a company’s outstanding shares, the acquisition must be made
by means of a tender offer for all of the outstanding shares. In general, if less than 5% of the outstanding shares are not tendered
in the tender offer and more than half of the offerees who have no personal interest in the offer tendered their shares, all the
shares that the acquirer offered to purchase will be transferred to it. Shareholders may request from the court appraisal rights
in connection with a full tender offer for a period of six months following the consummation of the tender offer, but the acquirer
is entitled to stipulate that tendering shareholders will forfeit such appraisal rights.
The Companies Law provides
that any resolution to change the Articles of Association so that a certain provision may only be changed by a special majority
of the shareholders (as shall be defined in such resolution) shall require the same special majority of the shareholders.
As long as our securities
are traded on the TASE, we are subject to the provision of Section 46b(2) of the Israeli Securities Law, 5728-1968 according to
which any further issuance of our shares will be of the most preferential voting shares; however we may issue preferred shares
which grant a preference in the distribution of dividends but do not grant voting rights.
Lastly, Israeli tax
law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably
than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his Ordinary
Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock swap.
Changes in Our Capital
The general meeting
may, by a simple majority vote of the shareholders attending the general meeting:
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increase
the Company’s registered share capital by the creation of new shares from the existing class or a new class, as determined
by the general meeting;
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cancel
any registered share capital which have not been taken or agreed to be taken by any person;
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consolidate
and divide all or any of its share capital into shares of larger nominal value than its existing shares;
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subdivide
the Company’s existing shares or any of them, the Company’s share capital or any of it, into shares of smaller nominal
value than is fixed;
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reduce
the Company’s share capital and any fund reserved for capital redemption in any manner, and with and subject to any incident
authorized, and consent required, by the Companies Law; and
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reduce
shares from the issued and outstanding share capital of the Company, in such manner that those shares shall be cancelled and the
nominal par value paid for those shares will be registered at the Company’s books as capital fund, which shall be deemed as a
premium paid on those shares which shall remain in the issued and outstanding share capital of the Company.
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DESCRIPTION
OF THE OFFERED SECURITIES
AMERICAN DEPOSITARY SHARES TO BE ISSUED AS PART OF THIS
OFFERING
The Bank of New York Mellon, as depositary,
will register and deliver ADSs. Each ADS will represent five shares (or a right to receive five shares) deposited with Bank Hapoalim,
as custodian for the depositary in Tel Aviv. Each ADS will also represent any other securities, cash or other property which may
be held by the depositary. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street,
New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street, New
York, New York 10286.
You may hold ADSs either (A) directly (1)
by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs,
registered in your name, or (2) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository
Trust Company, or DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description
assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial
institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution
to find out what those procedures are.
Registered holders of uncertificated ADSs
will receive statements from the depositary confirming their holdings.
As an ADS holder, we will not treat you
as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositary will
be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement
among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights
as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material
provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form
of ADR.
Dividends and Other Distributions
How will you receive dividends and other
distributions on the shares?
The depositary has agreed to pay or distribute
to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities,
upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares
your ADSs represent.
Cash
.
The depositary will convert
any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and
can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot
be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom
it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been
paid. It will not invest the foreign currency and it will not be liable for any interest.
Before making a distribution, any withholding
taxes, or other governmental charges that must be paid will be deducted. See “Taxation.” It will distribute only whole
U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time
when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares
.
The depositary may distribute
additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute
whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and
distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding
ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those
shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional shares
.
If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may
(i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and
distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent
the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for
them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary
that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate
and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but
only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary
to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities
distributed may be subject to restrictions on transfer.
Other Distributions
.
The
depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair
and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we
distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we
distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required
to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is
legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to
pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the
depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to
restrictions on transfer.
The depositary is not responsible if it
decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register
ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit
the distribution of ADSs, shares, rights or anything else to ADS holders. This 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 us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you
or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses
and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate
number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the
deposit.
How can ADS holders withdraw the deposited
securities?
You may surrender your ADSs for the purpose
of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp
taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the
ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense,
the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses
for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between
certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary
for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder
a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of
a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated
ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary
how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions
(and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials
available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary
how to vote. For instructions to be valid, they much reach the depositary by a date set by the depositary. The depositary will
try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents,
to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request
the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary
may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as
described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However,
you may not know about the meeting enough in advance to withdraw the shares.
In any event, the depositary will not exercise
any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
We can not assure you that you will receive
the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and
its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.
This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted
as you requested.
In order to give you a reasonable opportunity
to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary
to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least
30 days in advance of the meeting date.
Fees and Expenses
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Persons depositing or withdrawing shares or ADS holders must
pay:
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For:
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$5.00 (or less) per 100 ADSs (or portion of 100 ADSs).
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Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property. Cancellation
of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
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$.05 (or less) per ADS.
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Any cash distribution to ADS holders.
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A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had
been deposited for issuance of ADSs.
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Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the
depositary to ADS holders.
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$.05 (or less) per ADS per calendar year.
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Depositary services.
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Registration or transfer fees.
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Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you
deposit or withdraw shares.
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Expenses of the depositary.
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Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement). Converting foreign currency
to U.S. dollars.
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Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs,
such as stock transfer taxes, stamp duty or withholding taxes.
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As necessary.
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Any charges incurred by the depositary or its agents for servicing the deposited securities.
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As necessary.
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The depositary collects its fees for delivery
and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries
acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed
or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services
by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion
of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make
payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program,
waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders.
In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service
providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself
or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker
or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will
retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to
the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying
or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained
in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that
the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s
obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available
upon request.
Payment of Taxes
You will be responsible for any taxes or
other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary
may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until
those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs
to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if
appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property,
remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement
or Cancellation of Deposited Securities
The depositary will not tender deposited
securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to
any conditions or procedures the depositary may establish.
If deposited securities are redeemed for
cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender
of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those
ADSs.
If there is any change in the deposited
securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization
affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the
old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement.
However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could
not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute
the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited
securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing
the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited
securities.
If there are no deposited securities underlying
ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently
worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend
the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except
for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges
or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30
days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered,
by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended
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How may the deposit agreement be terminated?
The depositary will initiate termination
of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
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60 days have passed since the depositary told
us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
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we delist our shares from an exchange on which
they were listed and do not list the shares on another exchange;
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we appear to be insolvent or enter insolvency
proceedings;
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all or substantially
all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there are no deposited
securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there has been a
replacement of deposited securities.
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If the deposit agreement will terminate,
the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the
depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well
as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata
benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after
the termination date.
After the termination date and before the
depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary
may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process.
The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities
have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date,
the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited
securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit
agreement except as described in this paragraph.
After termination, the depositary and its
agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver shares and other deposited securities upon cancellation of ADSs. Four months after
termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary
will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata
benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest.
The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations
will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations
of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our
obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the
depositary:
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are only obligated to take the actions specifically
set forth in the deposit agreement without negligence or bad faith;
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are not liable if we are or it is prevented
or delayed by law or circumstances beyond our control from performing our or its obligations under the deposit agreement;
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are not liable if we or it exercises discretion
permitted under the deposit agreement;
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are not liable for
the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to
holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach
of the terms of the deposit agreement;
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have no obligation
to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf
of any other person; or
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are not liable for
the acts or omissions of any securities depository, clearing agency or settlement system; and
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may rely upon any
documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
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In the deposit agreement, we and the depositary
agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register
a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
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payment of stock transfer or other taxes or
other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other
deposited securities;
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satisfactory proof of the identity and genuineness
of any signature or other information it deems necessary; and
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compliance with regulations it may establish,
from time to time, consistent with the deposit agreement, including presentation of transfer documents.
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The depositary may refuse to deliver ADSs
or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the
depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their
ADSs and withdraw the underlying shares at any time except:
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when temporary delays arise because: (1) the
depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of shares is blocked to permit
voting at a shareholders’ meeting; or (3) we are paying a dividend on our shares;
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when you owe money to pay fees, taxes and similar
charges; or
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when it is necessary to prohibit withdrawals
in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited
securities.
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This right of withdrawal may not be limited
by any other provision of the deposit agreement.
Pre-release of ADSs
The deposit agreement permits the depositary
to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the ADSs. The depositary may also deliver
shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed
out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive
ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1)
before or at the time of the pre-release, the person to whom 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; (2) the pre-release is fully collateralized with cash or other
collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not
more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding
at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is
appropriate to do so.
Direct Registration System
In the deposit agreement, all parties to
the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System,
also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between
registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile
is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to
direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account
of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with
the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will
not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration
of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding
any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance
on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit
agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder communications; inspection of register
of holders of ADSs
The depositary will make available for your
inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally
available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those
communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the
purpose of contacting those holders about a matter unrelated to our business or the ADSs.
WARRANTS TO BE ISSUED AS PART OF
THIS OFFERING
The following summary of certain
terms and provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions
of the form of Warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective
investors should carefully review the terms and provisions set forth in the form of Warrant
.
Exercisability
The Warrants are exercisable immediately
upon issuance and at any time up to the date that is five years from the date of issuance. The Warrants will be exercisable, at
the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full
for the number of ADSs purchased upon such exercise, together with the ADS issuance fee of up to $0.05 per ADS and other applicable
charges and taxes. Each Warrant entitles the holder thereof to purchase one ADSs. Warrants are not exercisable for a fraction
of an ADS and may only be exercised into whole numbers of ADSs. In lieu of fractional ADS, we will, at our election, either pay
the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole ADS.
Unless otherwise specified in the Warrant, the holder will not have the right to exercise the Warrants, in whole or in part, if
the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% at the holder’s election)
of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined
in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage
not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.
Cashless Exercise
In the event that a registration statement
covering the Ordinary Shares underlying the Warrants is not effective, and an exemption from registration is not available for
the resale of Ordinary Shares underlying the Warrants, the holder may, in its sole discretion, exercise the Warrants and, in lieu
of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price,
elect instead to receive upon such exercise the net number of Ordinary Shares determined according to the formula set forth in
the Warrant.
Exercise Price
The exercise price per ADS purchasable
upon exercise of the Warrants is equal to $ , and is subject to adjustments for stock splits, reclassifications,
subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS
and other applicable charges and taxes are due and payable upon exercise.
Transferability
Subject to applicable laws, the Warrants
may be transferred at the option of the holders upon surrender of the Warrants to us, together with the appropriate instruments
of transfer.
Listing
The Warrants will be issued in physical
form. We do not plan on applying to list the Warrants on the Nasdaq Capital Market, any other national securities exchange or
any other nationally recognized trading system.
Fundamental Transactions
If, at any time while the Warrants are
outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we sell,
lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, (3) any purchase offer,
tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of the Ordinary
Shares (including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their Ordinary Shares for other
securities, cash or property and has been accepted by the holders of 50% or more of the Ordinary Shares (including any Ordinary
Shares underlying ADSs), (4) we effect any reclassification or recapitalization of the Ordinary Shares or any compulsory exchange
pursuant to which the Ordinary Shares are converted into or exchanged for other securities, cash or property, or (5) we consummate
a securities purchase agreement or other business combination with another person or entity whereby such other person or entity
acquires more than 50% of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), each, a “Fundamental
Transaction”, then upon any subsequent exercise of Warrants, the holders thereof will have the right to receive the same
amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Ordinary Shares then
issuable upon exercise of those Warrants, and any additional consideration payable as part of the Fundamental Transaction.
Limitation on Certain Offerings
From the date of issuance of the Warrants,
until the earlier of (i) 18 months therefrom, or (ii) the date when the holders of the then-outstanding Warrants collectively
beneficially own less than 25% of the Warrants issued in this offering, without the prior written consent of the holders of a
majority in interest of the then-outstanding Warrants, which consent shall not be unreasonably withheld, we shall be prohibited
from: (i) effecting or entering into an agreement to effect any issuance by us or any of our subsidiaries of ADSs, Ordinary Shares
or Ordinary Share equivalents (or a combination of units thereof) involving a variable rate transaction and (ii) selling or granting
any option to purchase, or selling or granting any right to reprice, or otherwise disposing of or issuing any ADSs, Ordinary Shares
or Ordinary Share equivalents, in each case with a purchase, exercise, exchange or conversion price less than the offering price
of the Units offered hereby, without granting a right of participation to the holders of a majority in interest of the then-outstanding
Warrants, other than (a) grants of options to purchase Ordinary Shares pursuant to our equity incentive plans in place from time
to time, and (b) an issuance of securities to strategic investors.
Rights as a Shareholder
Except by virtue of such holder’s
ownership of ADSs or Ordinary Shares, the holder of Warrants does not have rights or privileges of a holder of ADSs or Ordinary
Shares, including any voting rights, until the holder exercises the Warrants.
RIGHT TO PURCHASE TO BE ISSUED AS
PART OF THIS OFFERING
The following summary of certain
terms and provisions of the Right to Purchase offered hereby is not complete and is subject to, and qualified in its entirety
by the provisions of the form of Right to Purchase, which is filed as an exhibit to the registration statement of which this prospectus
is a part. Prospective investors should carefully review the terms and provisions set forth in the form of Right to Purchase
.
Exercisability
The Right to Purchase is exercisable
immediately upon issuance and at any time up to the date that is six months from the date of issuance. The Right to Purchase will
be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied
by payment in full for the number of ADSs purchased upon such exercise, together with the ADS issuance fee of up to $0.05 per
ADS and other applicable charges and taxes. Each Right to Purchase entitles the holder thereof to purchase 0.75 of an ADS. Right
to Purchase are not exercisable for a fraction of an ADS and may only be exercised into whole numbers of ADSs. In lieu of fractional
ADS, we will, at our election, either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise
price or round up to the next whole ADS. Unless otherwise specified in the Right to Purchase, the holder will not have the right
to exercise the Right to Purchase, in whole or in part, if the holder (together with its affiliates) would beneficially own in
excess of 4.99% (or 9.99% at the holder’s election) of the number of our ordinary shares outstanding immediately after giving
effect to the exercise, as such percentage is determined in accordance with the terms of the Right to Purchase. However,
any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’
prior notice from the holder to us.
Cashless Exercise
In the event that a registration statement
covering the Ordinary Shares underlying the Right to Purchase is not effective, and an exemption from registration is not available
for the resale of Ordinary Shares underlying the Right to Purchase, the holder may, in its sole discretion, exercise the Right
to Purchase and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the
aggregate exercise price, elect instead to receive upon such exercise the net number of Ordinary Shares determined according to
the formula set forth in the Right to Purchase.
Exercise Price
The exercise price per ADS purchasable
upon exercise of the Right to Purchase is equal to $ , and is subject to adjustments for stock splits,
reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of
up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise.
Transferability
Subject to applicable laws, the Right
to Purchase may be transferred at the option of the holders upon surrender of the Right to Purchase to us, together with the appropriate
instruments of transfer.
Listing
The Right to Purchase will be issued
in physical form. We do not plan on applying to list the Right to Purchase on the Nasdaq Capital Market, any other national securities
exchange or any other nationally recognized trading system.
Fundamental Transactions
If, at any time while the Right to Purchase
is outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we
sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, (3) any purchase
offer, tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of
the Ordinary Shares (including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their Ordinary Shares
for other securities, cash or property and has been accepted by the holders of 50% or more of the Ordinary Shares (including any
Ordinary Shares underlying ADSs), (4) we effect any reclassification or recapitalization of the Ordinary Shares or any compulsory
exchange pursuant to which the Ordinary Shares are converted into or exchanged for other securities, cash or property, or (5)
we consummate a securities purchase agreement or other business combination with another person or entity whereby such other person
or entity acquires more than 50% of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), each, a “Fundamental
Transaction”, then upon any subsequent exercise of Right to Purchase, the holders thereof will have the right to receive
the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Ordinary
Shares then issuable upon exercise of those Right to Purchase, and any additional consideration payable as part of the Fundamental
Transaction.
Limitation
on Certain Offerings
From the date of issuance of the Right
to Purchase, until the earlier of (i) such time that the Right to Purchase is no longer outstanding, or (ii) the date when the
holders of the then-outstanding Rights to Purchase collectively beneficially own less than 25% of the Rights to Purchase issued
in this offering, without the prior written consent of the holders of a majority in interest of the then-outstanding Rights to
Purchase, which consent shall not be unreasonably withheld, we shall be prohibited from: (i) effecting or entering into an agreement
to effect any issuance by us or any of our subsidiaries of ADSs, Ordinary Shares or Ordinary Share equivalents (or a combination
of units thereof) involving a variable rate transaction and (ii) selling or granting any option to purchase, or selling or granting
any right to reprice, or otherwise disposing of or issuing any ADSs, Ordinary Shares or Ordinary Share equivalents, in each case
with a purchase, exercise, exchange or conversion price less than the offering price of the Units offered hereby, without granting
a right of participation to the holders of a majority in interest of the then-outstanding Rights to Purchase other than (a) grants
of options to purchase Ordinary Shares pursuant to our equity incentive plans in place from time to time, and (b) an issuance
of securities to strategic investors.
Rights as a Shareholder
Except by virtue of such holder’s
ownership of ADSs or Ordinary Shares, the holder of Right to Purchase does not have rights or privileges of a holder of ADSs or
Ordinary Shares, including any voting rights, until the holder exercises the Right to Purchase.
UNDERWRITING
We have entered into an underwriting
agreement, dated , 2019, with A.G.P., acting as the sole underwriter. Subject
to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has
agreed to purchase, the number of Units, provided below opposite its name.
|
Underwriters
|
|
Number of
Units
|
|
|
A.G.P./Alliance
Global Partners
|
|
|
|
|
|
Total
|
|
|
|
|
The underwriter is offering the Units
subject to their acceptance of the Units from us and subject to prior sale. The underwriting agreement provides that the obligations
of the underwriter to pay for and accept delivery of the Units offered by this prospectus are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The underwriter is obligated to purchase all of the Units if any
of the securities are purchased, other than those shares covered by the over-allotment option to purchase additional securities
described below.
Discount, Commissions and Expenses
The underwriter has advised us that it
proposes to offer the Units to the public at the public offering price set forth on the cover page of this prospectus and to certain
dealers at that price less a concession not in excess of $ per Unit. The underwriter may allow, and certain
dealers may reallow, a discount from the concession not in excess of $ per Unit to certain brokers and
dealers. After this offering, the public offering price, concession and reallowance to dealers may be changed by the underwriter.
No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The
Units are offered by the underwriter as stated herein, subject to receipt and acceptance by it and subject to its right to reject
any order in whole or in part. The underwriter has informed us that it does not intend to confirm sales to any accounts over which
it exercises discretionary authority.
The following table shows the underwriting
discount payable to the underwriter by us in connection with this offering.
|
|
|
|
|
|
Total
|
|
|
|
|
Per Unit
|
|
|
Without Over-
Allotment
|
|
|
With Over-
Allotment
|
|
|
Public offering price
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Underwriting
discount
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Proceeds, before expenses, to us
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
We have agreed to pay the
underwriter a 1.0% non-accountable expense allowance and to reimburse the underwriter for certain
out-of-pocket expenses not to exceed $125,000 in the aggregate. We estimate that expenses payable by
us in connection with this offering, including reimbursement of the underwriter’s out-of-pocket expenses, but excluding the
underwriting discount referred to above, will be approximately $455,000.
|
|
(1)
|
The
underwriter will receive a discount of 7% to the public offering price with respect
to any Units purchased in this offering by investors.
|
Rights to Purchase Exercise Fee
We have agreed to pay the underwriter
an exercise fee equal to 7.0% of the gross proceeds received by us from any exercise of the Rights to Purchase in accordance with
their terms.
Option to Purchase Additional Units
We have granted to the underwriter an
over-allotment option exercisable not later than 45 days after the date of this prospectus to purchase up to 1,200,000 additional
ADSs (15% of the Units sold in this offering) from us to cover over-allotments, if any. If the underwriter exercises all or part
of this option, it will purchase Units covered by the option at the public offering price per Unit, less the underwriting discounts
and commissions. If this option is exercised in full, the total offering price to the public will be approximately $11.50 million
and the total net proceeds, after expenses, to us will be approximately $10.125 million.
Indemnification
We have agreed to indemnify the underwriter
against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations
and warranties contained in the underwriting agreement, or to contribute to payments that the underwriter may be required to
make in respect of those liabilities.
Determination of Offering Price
The actual offering price of the securities
we are offering will be negotiated between us and the underwriter based on the trading of our shares of common stock prior to
the offering, among other things, and may be at a discount to the current market price.
Lock-up Agreements
We, our executive officers and directors
have agreed, subject to limited exceptions, for a period of 90 days after the date of the underwriting agreement, not to offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly
any ordinary shares or any securities convertible into or exchangeable for our ordinary shares either owned as of the date of
the underwriting agreement or thereafter acquired without the prior written consent of the underwriter. The underwriter
may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice,
release all or any portion of the securities subject to lock-up agreements.
Price Stabilization, Short Positions and Penalty Bids
The underwriter may engage in syndicate
covering transactions, stabilizing transactions and penalty bids or purchases for the purpose of pegging, fixing or maintaining
the price of our ADSs:
|
|
●
|
Syndicate covering transactions involve purchases
of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Such
a naked short position would be closed out by buying securities in the open market. A naked short position is more likely
to be created if the underwriter is concerned that there could be downward pressure on the price of the securities in the
open market after pricing that could adversely affect investors who purchase in the offering.
|
|
|
|
|
|
|
●
|
Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not exceed a specific maximum.
|
|
|
|
|
|
|
●
|
Penalty bids permit the underwriter to reclaim
a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in
a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
These syndicate covering transactions, stabilizing
transactions and penalty bids may have the effect of raising or maintaining the market prices of our securities or preventing
or retarding a decline in the market prices of our securities. As a result, the price of our shares of common stock may be higher
than the price that might otherwise exist in the open market. Neither we nor the underwriter make any representation or prediction
as to the effect that the transactions described above may have on the price of our securities. These transactions may be effected
on the Nasdaq Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be discontinued
at any time.
In connection with this offering, the
underwriter also may engage in passive market making transactions in our securities in accordance with Regulation M during
a period before the commencement of offers or sales of the Units in this offering and extending through the completion of the
distribution. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid
for that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then
be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities
at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Neither we nor the underwriter make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on
the prices of our securities. In addition, neither we nor the underwriter make any representation that the underwriter will engage
in these transactions or that any transactions, once commenced, will not be discontinued without notice.
Electronic Distribution
This prospectus in electronic format may
be made available on websites or through other online services maintained by the underwriter, or by its affiliates.
Other than this prospectus in electronic format, the information on the underwriter’s website and any information contained
in any other website maintained by the underwriter is not part of this prospectus or the registration statement of which this prospectus
forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be
relied upon by investors.
Other
From time to time, the
underwriter and/or its affiliates have provided, and may in the future provide, various investment banking and other
financial services for us for which services they have received and, may in the future receive, customary fees. In the course
of its businesses, the underwriter and its affiliates may actively trade our securities or loans for their own account or
for the accounts of customers, and, accordingly, the underwriter and its affiliates may at any time hold long or short
positions in such securities or loans. Except for services provided in connection with this offering, the underwriter has not
provided any investment banking or other financial services to us during the 180-day period preceding the date of this
prospectus and we do not expect to retain the underwriter to perform any investment banking or other financial services for
at least 90 days after the date of this prospectus.
NOTICE TO INVESTORS
Notice to Investors in Canada
The securities may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale securities must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation
in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory
for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3
(or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National
Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriter is not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Investors in the United Kingdom
In relation to each Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”)
an offer to the public of any securities which are the subject of the offering contemplated by this prospectus may not be made
in that Relevant Member State except that an offer to the public in that Relevant Member State of any such securities may be made
at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member
State:
(a) to legal entities
which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities;
(b) to any legal entity
which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of
more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated
accounts;
(c) by the underwriter
to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(d) in any other circumstances
falling within Article 3(2) of the Prospectus Directive, provided that no such offer of these securities shall result in a requirement
for the publication by the issuer or the underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this
provision, the expression an “offer to the public” in relation to any of the securities in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and any such securities
to be offered so as to enable an investor to decide to purchase any such securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
The underwriter has represented, warranted
and agreed that:
(a) it has only communicated
or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection
with the issue or sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer;
and
(b) it has complied with
and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in,
from or otherwise involving the United Kingdom.
European Economic Area
In particular, this document
does not constitute an approved prospectus in accordance with European Commission’s Regulation on Prospectuses no. 809/2004
and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in relation to each Member
State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament
and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant Member State) (each, a Relevant
Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the Relevant Implementation Date) an offer of securities to the public may not be made in that Relevant Member State prior
to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the
Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at any time:
|
|
●
|
to legal entities which are authorized or regulated
to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in
securities;
|
|
|
|
|
|
|
●
|
to any legal entity which has two or more of:
(1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000;
and (3) an annual net turnover of more than €50,000,000, as shown in the last annual or consolidated accounts; or
|
|
|
|
|
|
|
●
|
in any other circumstances which do not require
the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
For the purposes of this
provision, the expression an “offer of securities to the public” in relation to any of the securities in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposes the
securities offered hereby are “securities.”
Israel
This document does not
constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved
by the Israel Securities Authority. In Israel, this prospectus may be distributed only to, and is directed only at, investors
listed in the first addendum, or the Addendum, to the Securities Law, consisting primarily of joint investment in trust funds;
provident funds; insurance companies; banks; portfolio managers, investment advisors, members of the TASE, underwriters, each
purchasing for their own account; venture capital funds; entities with equity in excess of NIS 50 million and “qualified
individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified
investors and up to additional 35 non-qualified investors in a 12 month period. Qualified investors shall be required to submit
written confirmation that they fall within the scope of the Addendum and are aware of the meaning of some and agree to it.
EXPENSES
Set forth below is an itemization of
the total expenses, excluding underwriting discounts, expected to be incurred in connection with the offer and sale of the Units
by us. With the exception of the SEC registration fee and the FINRA filing fee, all amounts are estimates:
|
SEC registration fee
|
|
$
|
4,042
|
|
|
FINRA filing fee
|
|
$
|
4,813
|
|
|
Transfer agent fees and expenses
|
|
$
|
160,000
|
|
|
Printer fees and engraving expenses
|
|
$
|
2,000
|
|
|
Legal fees and expenses
|
|
$
|
100,000
|
|
|
Accounting fees and expenses
|
|
$
|
50,000
|
|
|
Miscellaneous
|
|
$
|
9,145
|
|
|
Total
|
|
$
|
330,000
|
|
LEGAL MATTERS
Certain legal matters concerning this
offering will be passed upon for us by Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, New York, New York. Certain legal
matters with respect to the legality of the issuance of the securities offered by this prospectus will be passed upon for us by
Zysman, Aharoni, Gayer & Co., Tel-Aviv, Israel. Certain legal matters related to the offering will be passed upon for the
underwriter by Burns & Levinson LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of
Nano Dimension Ltd. as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017,
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.
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:
|
|
●
|
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;
|
|
|
●
|
the
judgment is final and is not subject to any right of appeal;
|
|
|
●
|
the
prevailing law of the foreign state in which the judgment was rendered allows for the
enforcement of judgments of Israeli courts;
|
|
|
●
|
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;
|
|
|
●
|
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;
|
|
|
●
|
the
judgment was not obtained by fraud and does not conflict with any other valid judgments
in the same matter between the same parties;
|
|
|
●
|
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
|
|
|
●
|
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.
WHERE YOU CAN
FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration
statement on Form F-1 under the Securities Act relating to this offering of our Units. This prospectus does not contain all of
the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information
from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents
of any contract, agreement or other document are summaries of all material information about the documents summarized, but are
not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration
statement, you may read the document itself for a complete description of its terms.
The SEC maintains an Internet website
that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC
are available to the public through the SEC’s website at
http://www.sec.gov.
We are subject to the information reporting
requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements are filing reports
with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a
foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements,
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. In addition, we are not required under the Exchange Act to file annual, quarterly
and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities
are registered under the Exchange Act. However, we will file 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 on Form 20-F containing financial statements audited by an independent
registered public accounting firm, and will submit to the SEC, on Form 6-K, unaudited quarterly financial information.
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. We will post on our website any materials
required to be so posted on such website under applicable corporate or securities laws and regulations, including, posting any
XBRL interactive financial data required to be filed with the SEC and any notices of general meetings of our shareholders.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
information into this document. This means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for
any information superseded by information that is included directly in this prospectus or incorporated by reference subsequent
to the date of this prospectus.
We incorporate by reference the following
documents or information that we have filed with the SEC:
|
|
●
|
The
first two paragraphs, the fourth 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 April 3, 2018;
|
|
|
●
|
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 April 12, 2018;
|
|
|
●
|
The
sections titled “First Quarter 2018 Preliminary Estimates of Financial Results”
and “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 26, 2018;
|
|
|
●
|
The
first, second 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 April 30, 2018;
|
|
|
●
|
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 May 8, 2018;
|
|
|
●
|
The
sections titled “First Quarter 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 May 17, 2018;
|
|
|
●
|
The
Company’s report on Form 6-K furnished to the SEC on May 17, 2018;
|
|
|
●
|
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 11, 2018;
|
|
|
●
|
The
Notice of Meeting and Proxy Statement attached to the Company’s report on Form
6-K furnished to the SEC on June 14, 2018;
|
|
|
●
|
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 July 9, 2018;
|
|
|
●
|
The
Company’s report on Form 6-K furnished to the SEC on July 19, 2018;
|
|
|
●
|
The
Company’s report on Form 6-K furnished to the SEC on July 26, 2018;
|
|
|
●
|
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 August 1, 2018;
|
|
|
●
|
The
sections titled “Second Quarter 2018 Financial Results,” “Six Months
Ended June 30, 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 August 6, 2018;
|
|
|
●
|
The
first two and the 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 August 27, 2018;
|
|
|
●
|
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 August 30, 2018;
|
|
|
●
|
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 October 2, 2018;
|
|
|
●
|
The
second 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 October 15, 2018;
|
|
|
●
|
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 October 17, 2018;
|
|
|
●
|
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 October 22, 2018;
|
|
|
●
|
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 October 31, 2018;
|
|
|
●
|
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 November 7, 2018;
|
|
|
●
|
The
first and third 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 November 13, 2018;
|
|
|
●
|
The
sections titled “Third Quarter 2018 Financial Results,” “Nine Months
Ended September 30, 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 November 15, 2018;
|
|
|
●
|
The
Company’s report on Form 6-K furnished to the SEC on November 20, 2018;
|
|
|
●
|
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 December 11, 2018;
|
|
|
●
|
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 December 13, 2018;
|
|
|
●
|
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 December 17, 2018;
|
|
|
●
|
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 and the second paragraph under the title “Contents” of this Form 6-K furnished to the SEC on
December 26, 2018;
|
|
|
●
|
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 January 9, 2018;
|
|
|
●
|
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 January 28, 2018;
|
|
|
●
|
The
Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017,
filed with the SEC on March 15, 2017; and
|
|
|
●
|
The
description of the Company’s Ordinary Shares and ADSs contained in the Company’s
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.
|
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 Attention:
Yael Sandler, Chief Financial Officer, telephone number: +972-73-7509142
.
Nano-Dimension
Ltd.
Unaudited
Condensed Consolidated Interim Financial Statements as of June 30, 2018
Table
of Contents
Nano
Dimension Ltd.
Unaudited
Condensed Consolidated Interim Statements of Financial Position as at
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2017
(*)
Unaudited
|
|
|
2018
Unaudited
|
|
|
2017
(*) Audited
|
|
|
(In thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
16,495
|
|
|
|
11,601
|
|
|
|
6,103
|
|
|
Restricted deposits
|
|
|
222
|
|
|
|
20
|
|
|
|
107
|
|
|
Trade receivables
|
|
|
--
|
|
|
|
628
|
|
|
|
94
|
|
|
Other receivables
|
|
|
1,181
|
|
|
|
653
|
|
|
|
583
|
|
|
Inventory
|
|
|
175
|
|
|
|
2,488
|
|
|
|
2,336
|
|
|
Total current assets
|
|
|
18,073
|
|
|
|
15,390
|
|
|
|
9,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits
|
|
|
122
|
|
|
|
329
|
|
|
|
346
|
|
|
Property plant and equipment, net
|
|
|
4,404
|
|
|
|
5,248
|
|
|
|
5,172
|
|
|
Intangible assets
|
|
|
7,081
|
|
|
|
6,369
|
|
|
|
6,755
|
|
|
Total non-current assets
|
|
|
11,607
|
|
|
|
11,946
|
|
|
|
12,273
|
|
|
Total assets
|
|
|
29,680
|
|
|
|
27,336
|
|
|
|
21,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
820
|
|
|
|
1,162
|
|
|
|
512
|
|
|
Other payables
|
|
|
2,184
|
|
|
|
1,929
|
|
|
|
1,683
|
|
|
Total current liabilities
|
|
|
3,004
|
|
|
|
3,091
|
|
|
|
2,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability in respect of government grants
|
|
|
774
|
|
|
|
934
|
|
|
|
833
|
|
|
Other long-term liabilities
|
|
|
329
|
|
|
|
272
|
|
|
|
302
|
|
|
Total non-current liabilities
|
|
|
1,103
|
|
|
|
1,206
|
|
|
|
1,135
|
|
|
Total liabilities
|
|
|
4,107
|
|
|
|
4,297
|
|
|
|
3,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
2,301
|
|
|
|
3,291
|
|
|
|
2,307
|
|
|
Share premium
|
|
|
44,234
|
|
|
|
58,613
|
|
|
|
45,722
|
|
|
Treasury shares
|
|
|
(1,509
|
)
|
|
|
(1,509
|
)
|
|
|
(1,509
|
)
|
|
Warrants
|
|
|
1,204
|
|
|
|
13
|
|
|
|
33
|
|
|
Presentation currency translation reserve
|
|
|
1,359
|
|
|
|
1,431
|
|
|
|
1,431
|
|
|
Capital reserve from transactions with controlling shareholders
|
|
|
63
|
|
|
|
63
|
|
|
|
63
|
|
|
Capital reserve for share-based payments
|
|
|
5,766
|
|
|
|
5,152
|
|
|
|
6,241
|
|
|
Accumulated loss
|
|
|
(27,845
|
)
|
|
|
(44,015
|
)
|
|
|
(36,122
|
)
|
|
Total equity
|
|
|
25,573
|
|
|
|
23,039
|
|
|
|
18,166
|
|
|
Total liabilities and equity
|
|
|
29,680
|
|
|
|
27,336
|
|
|
|
21,496
|
|
|
*
|
Presented according to the
change in the Company’s functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018. See
note 3.a.
|
The
accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Nano
Dimension Ltd.
Unaudited
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income
(In
thousands of USD, except per share amounts)
|
|
|
For
the six-month ended
June
30,
|
|
|
|
|
2017
(*)
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
260
|
|
|
|
1,723
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
82
|
|
|
|
1,124
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
- amortization of intangible
|
|
|
365
|
|
|
|
386
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
447
|
|
|
|
1,510
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
(loss)
|
|
|
(187
|
)
|
|
|
213
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses, net
|
|
|
(**)5,370
|
|
|
|
4,611
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses
|
|
|
(**)922
|
|
|
|
1,872
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
expenses
|
|
|
(**)1,944
|
|
|
|
1,494
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(8,423
|
)
|
|
|
(7,764
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
55
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance
expense
|
|
|
858
|
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss
|
|
|
(9,226
|
)
|
|
|
(7,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
1,781
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
loss
|
|
|
(7,445
|
)
|
|
|
(7,893
|
)
|
|
Basic and diluted
loss per share in USD
|
|
|
(0.18
|
)
|
|
|
(0.09
|
)
|
|
*
|
Presented according to the
change in the Company’s functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018. See
note 3.a.
|
|
**
|
Reclassified, see note 2.c.
|
The
accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Nano
Dimension Ltd.
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity
(In
thousands of USD)
|
|
|
Share
capital
|
|
|
Share premium
|
|
|
Treasury shares
|
|
|
Warrants
|
|
|
Presentation currency translation reserve
|
|
|
Capital reserve from transactions with controlling
shareholders
|
|
|
Capital reserve for share- based payments
|
|
|
Accumulated loss
|
|
|
Total
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31,2017
|
|
|
1,927
|
|
|
|
48,839
|
|
|
|
(1,517
|
)
|
|
|
58
|
|
|
|
-
|
|
|
|
538
|
|
|
|
6,857
|
|
|
|
(38,536
|
)
|
|
|
18,166
|
|
|
Currency translation
|
|
|
380
|
|
|
|
(3,117
|
)
|
|
|
8
|
|
|
|
(25
|
)
|
|
|
1,431
|
|
|
|
(475
|
)
|
|
|
(616
|
)
|
|
|
2,414
|
|
|
|
-
|
|
|
Balance as of January 1, 2018
|
|
|
2,307
|
|
|
|
45,722
|
|
|
|
(1,509
|
)
|
|
|
33
|
|
|
|
1,431
|
|
|
|
63
|
|
|
|
6,241
|
|
|
|
(36,122
|
)
|
|
|
18,166
|
|
|
Total comprehensive loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(7,893
|
)
|
|
|
(7,893
|
)
|
|
Total comprehensive loss for the
period
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(7,893
|
)
|
|
|
(7,893
|
)
|
|
Transactions with owners, recognized
directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares, net
|
|
|
981
|
|
|
|
11,490
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
12,471
|
|
|
Exercise of options
|
|
|
3
|
|
|
|
874
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(877
|
)
|
|
|
--
|
|
|
|
--
|
|
|
Expiration of options
|
|
|
--
|
|
|
|
527
|
|
|
|
--
|
|
|
|
(20
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(507
|
)
|
|
|
--
|
|
|
|
--
|
|
|
Share-based payments
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
295
|
|
|
|
--
|
|
|
|
295
|
|
|
Balance as of June 30, 2018
|
|
|
3,291
|
|
|
|
58,613
|
|
|
|
(1,509
|
)
|
|
|
13
|
|
|
|
1,431
|
|
|
|
63
|
|
|
|
5,152
|
|
|
|
(44,015
|
)
|
|
|
23,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2017 (*):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2017
|
|
|
1,960
|
|
|
|
31,546
|
|
|
|
(1,509
|
)
|
|
|
1,208
|
|
|
|
(422
|
)
|
|
|
63
|
|
|
|
5,076
|
|
|
|
(18,619
|
)
|
|
|
19,303
|
|
|
Total comprehensive loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(9,226
|
)
|
|
|
(9,226
|
)
|
|
Currency translation
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,781
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,781
|
|
|
Total comprehensive loss for the
period
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,781
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(9,226
|
)
|
|
|
(7,445
|
)
|
|
Transactions with owners, recognized
directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares and warrants, net
|
|
|
325
|
|
|
|
12,068
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
12,393
|
|
|
Exercise of options
|
|
|
13
|
|
|
|
509
|
|
|
|
--
|
|
|
|
(4
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(316
|
)
|
|
|
--
|
|
|
|
202
|
|
|
Share-based payments
|
|
|
3
|
|
|
|
111
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,006
|
|
|
|
--
|
|
|
|
1,120
|
|
|
Balance as of June 30, 2017
|
|
|
2,301
|
|
|
|
44,234
|
|
|
|
(1,509
|
)
|
|
|
1,204
|
|
|
|
1,359
|
|
|
|
63
|
|
|
|
5,766
|
|
|
|
(27,845
|
)
|
|
|
25,573
|
|
|
*
|
Presented according to the
change in the Company’s functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018. See
note 3.a.
|
The
accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Nano
Dimension Ltd.
Unaudited
Condensed Consolidated Interim Statements of Cash Flow
(In
thousands of USD)
|
|
|
For the six months ended
June 30,
|
|
|
|
|
(*) 2017
|
|
|
2018
|
|
|
Cash flow from operating activities
|
|
|
|
|
|
|
|
Net loss
|
|
|
(9,226
|
)
|
|
|
(7,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
557
|
|
|
|
969
|
|
|
Revaluation of liability in respect of government grants
|
|
|
(55
|
)
|
|
|
78
|
|
|
Financing expenses (income)
|
|
|
841
|
|
|
|
(42
|
)
|
|
Loss from disposal and sale of fixed assets
|
|
|
-
|
|
|
|
162
|
|
|
Share-based payments
|
|
|
1,122
|
|
|
|
284
|
|
|
|
|
|
2,465
|
|
|
|
1,451
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in inventory
|
|
|
(167
|
)
|
|
|
(798
|
)
|
|
Increase in other receivables
|
|
|
(117
|
)
|
|
|
(70
|
)
|
|
Decrease (increase) in trade receivables
|
|
|
40
|
|
|
|
(534
|
)
|
|
Increase in other payables
|
|
|
577
|
|
|
|
251
|
|
|
Increase in trade payables
|
|
|
209
|
|
|
|
833
|
|
|
Decrease in other long term liabilities
|
|
|
(29
|
)
|
|
|
(30
|
)
|
|
|
|
|
513
|
|
|
|
(348
|
)
|
|
Net cash used in operating activities
|
|
|
(6,248
|
)
|
|
|
(6,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in restricted bank deposits
|
|
|
(75
|
)
|
|
|
87
|
|
|
Acquisition of property plant and equipment
|
|
|
(2,429
|
)
|
|
|
(349
|
)
|
|
Proceeds from sale of fixed assets
|
|
|
-
|
|
|
|
1
|
|
|
Net cash used in investing activities
|
|
|
(2,504
|
)
|
|
|
(261
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of ordinary shares and warrants, net
|
|
|
12,393
|
|
|
|
12,471
|
|
|
Exercise of warrants and options
|
|
|
203
|
|
|
|
-
|
|
|
Amounts recognized in respect of government grants liability, net
|
|
|
92
|
|
|
|
19
|
|
|
Net cash provided by financing
activities
|
|
|
12,688
|
|
|
|
12,490
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
3,936
|
|
|
|
5,439
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
12,379
|
|
|
|
6,103
|
|
|
Effect of exchange rate fluctuations on cash
|
|
|
180
|
|
|
|
59
|
|
|
Cash and cash equivalents at end of period
|
|
|
16,495
|
|
|
|
11,601
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
Property plant and equipment acquired on credit
|
|
|
138
|
|
|
|
68
|
|
|
(*)
|
Presented according to the
change in the Company’s functional and presentation currency from NIS to U.S. dollars, effective January 1, 2018. See
note 3.a.
|
The
accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Nano
Dimension Ltd.
Notes
to the Unaudited Condensed Consolidated Interim Financial Statements
Note
1 - General
|
a.
|
Reporting
entity
Nano
Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s
registered office is 2 Ilan Ramon St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements
of the Company as of June 30, 2018, comprise the Company and its subsidiaries in Israel and in the United States (together
referred to as the “Group”). The Company engages, by means of the subsidiary Nano Dimension Technologies Ltd.
(“Nano–Technologies”), in the development of a three-dimensional (3D) printer and nanotechnology based
conductive and dielectric inks, which are supplementary products to the 3D printer. The ordinary shares of the Company
are registered for trade on the Tel Aviv Stock Exchange. In addition, since March 2016, American Depositary Shares (“ADSs”)
representing the Company’s ordinary shares have been trading on the Nasdaq Capital Market.
|
|
b.
|
Since
August 25, 2014, the Company has devoted substantially all of its financial resources
to develop its products and has financed its operations primarily through the issuance
of equity securities. The amount of the Company’s future net profits or losses
will depend, in part, on the rate of its future expenditures, its ability to generate
significant revenues from the sale of its products, and its ability to obtain funding
through the issuance of securities, strategic collaborations or grants. Starting in the
fourth quarter of 2017, the Group began to commercialize its products and has generated
revenues, mainly from sales of its 3D printers. The Group’s ability to generate
revenue and achieve profitability depends on its ability to successfully commercialize
its products.
Based
on the projected cash flows, and cash and cash equivalents balance as of June 30, 2018, management is of the opinion that
without further fund raising it will not have sufficient resources to enable it to continue its operating activities,
including the development, manufacturing and marketing of its products for a period of at least 12 months from the sign-off
date of these interim condensed consolidated financial statements. As a result, there is a substantial doubt about the
Company’s ability to continue as a going concern.
Management’s
plans include continuing commercialization of the Group’s products and securing sufficient funding through the sale
of additional equity securities. There are no assurances however, that the Group will be successful in obtaining the level
of financing needed for its operations. If the Group is unsuccessful in commercializing its products and securing sufficient
funding, it may need to reduce activities, curtail or even cease operations.
The
interim condensed 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 the Company
be unable to continue as a going concern.
|
Note
2 - Basis of Presentation
|
a.
|
Statement
of Compliance
These
unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting
Standard (“IAS”) 34
Interim Financial Reporting
and do not include all of the information required
for full annual financial statements. They should be read in conjunction with the financial statements as of and for the
year ended December 31, 2017 (the “Annual Financial Statements”).
These
condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors
on November 19, 2018.
|
Nano
Dimension Ltd.
Notes
to the Unaudited Condensed Consolidated Interim Financial Statements
Note
2 - Basis of Presentation
(Cont’d)
|
b.
|
Use
of Estimates and Judgments
The
preparation of financial statements in conformity with International Financial Reporting Standards (“IFRS”)
requires management to make judgments, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The
significant judgments made by management in applying the Group’s accounting policies and the principal assumptions
used in the estimation of uncertainty were the same as those that applied to the Annual Financial Statements.
|
|
c.
|
Reclassification
During
2017, the Group changed the income statement classification and added a sales and marketing expenses section to reflect
more appropriately the operation activities of the Group.
Comparative
amounts were reclassified for consistency, which resulted in $184 thousand being reclassified from research and development
expenses to sales and marketing expenses and $738 thousand being reclassified from general and administrative expenses
to sales and marketing expenses for the six months ended June 30, 2017.
This
classification did not have any effect on the total comprehensive loss.
|
Note
3 - Significant Accounting Policies
Except
as described below, the accounting policies of the Group in these condensed consolidated interim financial statements are the
same as those applied in the Annual Financial Statements.
Below
is a description of the essence of the change made in the accounting policies used in the condensed consolidated interim financial
statement and its effect:
|
a.
|
During
January 2018, after considering business developments, the increase in revenue from printer sales, the increase in the Company’s
marketing activities in the United States and in recent fundraising, the Company’s functional and presentation currency
has been changed from NIS to U.S. dollars, effective January 1, 2018. The change in functional currency is accounted for prospectively
from that date. The effects of changes in the foreign exchange rates have been applied retrospectively as if the U.S. dollar
had always been the Company’s presentation currency. Accordingly, comparative profit or loss figures have been translated
into U.S. dollars using average exchange rates for the reporting periods. Comparative assets and liabilities figures have
been translated into the presentation currency at the rate of exchange prevailing at the reporting date. Components of equity
have been translated at the exchange rates prevailing at the dates of the relevant transactions. The exchange rate differences
arising on translation have been recorded as a part of the equity as “presentation currency translation reserve.”
|
|
b.
|
Application
of a new standard effective January 1, 2018
IFRS 9 (2014),
Financial Instruments
As from January 2018 the Group applies
IFRS 9 (2014),
Financial Instruments
, which replaces IAS 39, F
inancial Instruments: Recognition and Measurement
.
The Group has examined the effects of applying IFRS 9 (2014), and has determined that there is no material effect on the
financial statements.
|
|
c.
|
New standard
not yet adopted
IFRS 16,
Leases
Further to that mentioned in the
disclosure on new standards and interpretations not yet adopted in the note regarding significant accounting policies
in the Annual Financial Statements, the Group has commenced examining the effects of applying IFRS 16 on the financial
statements of 2019, and in its opinion the effect on the financial statements will be immaterial.
|
Nano
Dimension Ltd.
Notes
to the Unaudited Condensed Consolidated Interim Financial Statements
Note
4 - Material Events During the Reporting Period
|
a.
|
In
February 2018, the Company issued, pursuant to a public offering in the U.S., an aggregate of 34,500,000 Ordinary Shares (6,000,000
ADSs), including exercise by the underwriters of their over-allotment option. The total gross proceeds from the offering was
approximately $13,800,000, before deducting underwriting discounts and commissions and other offering-related expenses. The
net issuance consideration (after the reduction of issuance expenses) amounted to a total of approximately $12,471,000.
|
Note
5 - Share-Based Payments
|
a.
|
In
January 2018, the Company issued options to purchase 825,000 Ordinary Shares to officers of the Company at an exercise price
of NIS 5.5 per share.
|
|
b.
|
In
March and May 2018, the Company issued options to purchase 683,000 Ordinary Shares to employees, an officer and a consultant
of the Company at exercise prices ranging from NIS 1.014 to 1.477 per share.
|
|
c.
|
The
fair value of the aforesaid share options was estimated on the granting date using the
Black-Scholes-Merton option pricing model.
The following is the data used in
determining the fair value of the share options:
|
|
|
|
Officers
|
|
|
Employees
|
|
|
Employees, Officers, Consultants
|
|
|
Grant Month
|
|
January
|
|
|
March
|
|
|
May
|
|
|
Number of share options granted
|
|
|
825,000
|
|
|
|
30,000
|
|
|
|
653,000
|
|
|
Fair value in the grant date (thousands of USD)
|
|
|
162
|
|
|
|
6
|
|
|
|
81
|
|
|
Range of share price (USD)
|
|
|
0.63
|
|
|
|
0.44
|
|
|
|
0.28
|
|
|
Range of exercise price (USD)
|
|
|
1.59
|
|
|
|
0.43
|
|
|
|
0.28-0.31
|
|
|
Range of expected share price volatility
|
|
|
55.01%-64.66
|
%
|
|
|
55.78%-64.98
|
%
|
|
|
53.25%-54.57
|
%
|
|
Range of estimated life (years)
|
|
|
4.25-7
|
|
|
|
4.47-6.47
|
|
|
|
3.00-6.98
|
|
|
Range of weighted average of risk-free interest rate
|
|
|
0.56%-1.24
|
%
|
|
|
0.78%-1.32
|
%
|
|
|
0.59%-1.57
|
%
|
|
Expected dividend yield
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
d.
|
Regarding
additional share-based payment transactions after the reporting date, see Note 8.
|
|
|
|
Note
6 - Financial Instruments
The
fair value of the Company’s financial instruments is equal or close to their book value.
Note
7 - Revenues
|
|
|
For the six-month Ended
June 30,
|
|
|
|
|
2017
|
|
|
2018
|
|
|
|
|
Thousands
USD
|
|
|
Thousands
USD
|
|
|
Printers rental
|
|
|
260
|
|
|
|
127
|
|
|
Consumables
|
|
|
-
|
|
|
|
13
|
|
|
Sales of printers
|
|
|
-
|
|
|
|
1,583
|
|
|
Total revenue
|
|
|
260
|
|
|
|
1,723
|
|
Nano
Dimension Ltd.
Notes
to the Unaudited Condensed Consolidated Interim Financial Statements
Note
7 - Revenues
(Cont’d)
Revenues
per geographical locations:
|
|
|
For the six-month Ended
June 30,
|
|
|
|
|
2017
|
|
|
2018
|
|
|
|
|
Thousands
USD
|
|
|
Thousands
USD
|
|
|
USA
|
|
|
226
|
|
|
|
775
|
|
|
Asia Pacific
|
|
|
-
|
|
|
|
526
|
|
|
Europe and Israel
|
|
|
34
|
|
|
|
422
|
|
|
Total revenue
|
|
|
260
|
|
|
|
1,723
|
|
Note
8 - Events after the Reporting Date
|
a.
|
On
August 5, 2018, the Company granted options to purchase 463,000 Ordinary Shares to employees
of the Company at exercise prices ranging from NIS 1.51 to NIS 1.54 per share. One third
of the share options will vest after one year from commencement of employment, and the
remaining will vest in eight equal quarterly batches over a period of two years. The
share options will be exercisable during the earlier of a period of four years from the
vesting date, or 90 days from the end of employment date. The fair value of this grant
as of the grant date is approximately $102 thousand.
|
|
b.
|
On
November 14, 2018, the Company granted options to purchase 1,076,500 Ordinary Shares
to employees of the Company at exercise prices ranging from NIS 1.41 to NIS 1.51 per
share. The vesting period of the options is three years. The share options will be exercisable
during the earlier of a period of four years from the vesting date, or 90 days from the
end of employment date.
|
8,000,000
Units
(each
consisting of one American Depositary Share,
one
Warrant to purchase one American Depositary Share,
and
one Right to Purchase 0.75 of an American Depositary Share)
Nano
Dimension Ltd.
PROSPECTUS
A.G.P.
,
2019
Through and including ,
2019 (the 25th day after the date of this offering), all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation
to deliver a prospectus when acting as an underwriter and with respect to their unsold allotment or subscription.
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:
|
|
●
|
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;
|
|
|
|
|
|
|
●
|
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;
|
|
|
|
|
|
|
●
|
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
|
|
|
|
|
|
|
●
|
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:
|
|
●
|
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
|
|
|
|
|
|
|
●
|
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 the Company
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 7. Recent Sales of Unregistered Securities
Set forth below are the sales of all securities
by the Company since January 1, 2015, which were not registered under the Securities Act. We believe that each of such issuances
was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Rule 701 and/or Regulation
S under the Securities Act.
In January 2015, we issued warrants to
purchase 609,888 Ordinary Shares to an advisor, of which warrants to purchase 304,944 Ordinary Shares are at an exercise price
of NIS 2.00 (approximately $0.5278) per share, and warrants to purchase 304,944 Ordinary Shares are at an exercise price of NIS
3.00 (approximately $0.7665) per share. As of January 25, 2019, 203,296 of such warrants have been exercised and the remaining
406,592 are outstanding.
In January 2015, we issued an aggregate
of 1,508,572 Ordinary Shares pursuant to a private placement, and on April 15, 2015, as an extension to this private placement,
we issued an aggregate of 285,715 Ordinary Shares to Eli Yoresh, one of our directors, and Itschak Shrem, the former Chairman
of our board of directors, at a price of NIS 1.40 (approximately $0.3539) per share. In addition, in January 2015, as a part
of the private placement, we issued warrants to purchase up to 1,508,572 Ordinary Shares, and on April 2015, as a part of an extension
to the private placement, we issued warrants to purchase up to 285,715 Ordinary Shares, 50% of which at a price of NIS 1.75 (approximately
$0.4424) per share, and 50% of which at a price of NIS 2.25 (approximately $0.5688) per share. Fifty percent of these warrants
will expire 18 months from the date of issuance, and 50% will expire 36 months from the date of issuance. As of January 25, 2019,
all of such warrants have been exercised or expired.
In March 2015, we issued an aggregate of
3,956,545 Ordinary Shares pursuant to a private placement, at a price of NIS 1.65 (approximately $0.4075) per share.
In May 2015, we issued warrants to purchase
559,097 Ordinary Shares to Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. in connection with
a license agreement, at an exercise price of NIS 2.70 (approximately $0.699) per share. Such warrants expire in May 2020. As of
January 25, 2019, 335,400 of such warrants have been exercised.
In July 2015, we issued an aggregate of
7,671,089 Ordinary Shares pursuant to a private placement, at a price of NIS 5.50 (approximately $1.4451) per share. In addition,
we issued warrants to purchase up to 3,835,546 Ordinary Shares at a price of NIS 9.00 (approximately $2.3647) per share. Such
warrants expired 24 months from the date of issuance.
In November 2015 and December 2016, we issued
warrants to purchase 75,252 Ordinary Shares to consultants at an exercise price of NIS 9.00 (approximately $2.3647) per share.
Such warrants expired in November 2017.
In December 2015, we issued, as an extension
to the issuance in July 2015, pursuant to a private placement, an aggregate of 1,552,877 Ordinary Shares, at a price of NIS 5.50
(approximately $1.4451) per share. In addition, we issued warrants to purchase up to 776,440 Ordinary Shares at a price of NIS
9.00 (approximately $2.3647) per share. Such warrants expired 24 months from the date of issuance.
In December 2015, we issued warrants to
purchase 50,000 Ordinary Shares to a service provider at an exercise price of NIS 9.00 (approximately $2.3647) per share. Such
warrants expired 24 months from the date of issuance.
In December 2015, we issued warrants to
purchase 100,000 Ordinary Shares to an advisor at an exercise price of NIS 9.00 (approximately $2.3647) per share. Such warrants
vest quarterly over two years and expire 48 months from the date of issuance.
In January 2017, we issued 75,000 Ordinary
Shares and warrants to purchase 75,000 Ordinary Shares to a consultant at an exercise price of NIS 7.80 (approximately $2.04)
per share. Such warrants will expire 18 months from the date of issuance.
In March and May 2017, we issued 50,000
Ordinary Shares to a consultant.
In May and June 2017, we issued an aggregate
of 11,552,809 Ordinary Shares pursuant to private placements, at a price of NIS 4.20 (approximately $1.17) per share.
Since January 2015, we have, in the aggregate,
has granted our directors, officers and employees, consultants and service providers options to purchase an aggregate of 11,537,212
Ordinary Shares under our 2015 Stock Option Plan, with exercise prices ranging between NIS 1.014 (approximately $0.3) and NIS
7.50 (approximately $1.96) per share. Generally, the options vest over a period of three years. As of January 25, 2019, 1,319,199
options granted to directors, officers, employees, consultants and service providers were exercised, and 3,007,423 options expired,
such that the total outstanding amount of options to directors, officers, employees, consultants and service providers as of January
25, 2019 is 7,210,590.
Item 8. Exhibits and Financial Statement Schedules
Exhibits:
|
Exhibit
|
|
Description
|
|
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement by and among the Company and the underwriter named therein.
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Articles of Association of Nano Dimension Ltd., filed as Exhibit 99.1 to Form 6-K filed on November 24, 2017,
and incorporated herein by reference.
|
|
|
|
|
|
4.1
|
|
Amended
and Restated Form of 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.
|
|
|
|
|
|
4.2*
|
|
Form of Warrant
.
|
|
|
|
|
|
4.3*
|
|
Form of Right to Purchase.
|
|
|
|
|
|
5.1*
|
|
Opinion of Zysman, Aharoni, Gayer & Co.
|
|
|
|
|
|
5.2*
|
|
Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.
|
|
|
|
|
|
10.1^
|
|
Amended
and Restated License Agreement, dated April 2, 2015, by and between the Company and Yissum Research Development Company of
The Hebrew University of Jerusalem, Ltd., filed as Exhibit 4.1 to Form 20-F/A (File No. 001-37600) filed on February 29, 2016,
and incorporated herein by reference.
|
|
|
|
|
|
10.2
|
|
Nano
Dimension Ltd. 2015 Stock Option Plan, filed as Exhibit 4.4 to Form 20-F/A (File No. 001-37600) filed on February 29, 2016,
and incorporated herein by reference.
|
|
|
|
|
|
10.3
|
|
Employment
Agreement, dated October 13, 2015, between the Company and Amit Dror, filed as Exhibit 4.5 to Form 20-F (File No. 001-37600)
filed on October 20, 2015, and incorporated herein by reference.
|
|
|
|
|
|
10.4
|
|
Employment
Agreement, dated October 13, 2015, between the Company and Simon Fried, filed as Exhibit 4.6 to Form 20-F (File No. 001-37600)
filed on October 20, 2015, and incorporated herein by reference.
|
|
|
|
|
|
21.1
|
|
List
of Subsidiaries, filed as Exhibit 8.1 to Form 20-F (File No. 001-37600) filed on March 15, 2018, and incorporated herein by
reference.
|
|
|
|
|
|
23.1*
|
|
Consent
of Somekh Chaikin (Member firm of KPMG International).
|
|
|
|
|
|
23.2*
|
|
Consent of Zysman, Aharoni, Gayer & Co (included in Exhibit 5.1).
|
|
|
|
|
|
23.3*
|
|
Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (included in Exhibit 5.2).
|
|
|
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page of the Registration Statement), previously filed
on November 21, 2018.
|
|
|
|
|
|
101
|
|
The following materials from our registration statement on Form
F-1 formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Interim Statements
of Financial Position, (ii) the Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive
Income, (iii) the Unaudited Condensed Consolidated Interim Statements of Changes in Equity, (iv) the Unaudited Condensed Consolidated
Interim Statements of Cash Flow, and (v) the Notes to the Unaudited Condensed Consolidated Interim Financial Statements, tagged
as blocks of text and in detail (included in the Registration Statement previously filed on December 6, 2018).
|
|
*
|
Filed herewith.
|
|
|
|
|
^
|
Portions of this exhibit
have been omitted pursuant to an order for confidential treatment.
|
Item 9. 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 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 a 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 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 of 1933 to any purchaser:
|
|
|
(i)
|
If the registrant is relying on Rule 430B:
|
(A) 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
(B) 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 of 1933 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;
or
|
|
(ii)
|
If the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
|
|
|
(6)
|
That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
|
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
|
(iii)
|
The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
|
(b) The undersigned
registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(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 provisions described in Item
6
hereof,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Act 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 Act and will be governed by the final adjudication of such issue.
(d) The undersigned
registrant hereby undertakes that:
(1) That for purposes of determining
any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2)
That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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.
SIGNATURES
Pursuant to the requirements 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-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Ness Ziona, State of Israel on January 30, 2019.
|
|
NANO DIMENSION LTD.
|
|
|
|
|
|
|
By:
|
/s/ Amit Dror
|
|
|
|
Amit Dror
|
|
|
|
Chief Executive Officer
|
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.
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Signature
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Title
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Date
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/s/
Amit Dror
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Chief Executive Officer
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January 30, 2019
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Amit Dror
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(Principal Executive Officer) and Director
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/s/
Yael Sandler
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Chief Financial Officer
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January 30, 2019
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Yael Sandler
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(Principal Financial and Accounting Officer)
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/s/
*
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Director, Chairman of the Board of Directors
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January 30, 2019
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/s/
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Director
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January 30, 2019
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/s/
*
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Director
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January 30, 2019
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/s/
*
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Director
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January 30, 2019
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/s/
*
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Director
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January 30, 2019
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/s/
*
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Director
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January 30, 2019
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/s/
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Director
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January 30, 2019
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* By:
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/s/
Amit Dror
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Amit Dror
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Attorney-in-fact
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
as amended, the undersigned, Simon Anthony-Fried, the duly authorized representative in the United States of Nano Dimension Ltd.,
has signed this registration statement on January 30, 2019.
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/s/ Simon Anthony-Fried
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Simon Anthony-Fried
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Exhibit 1.1
UNDERWRITING AGREEMENT
between
NANO DIMENSION LTD.
and
A.G.P./ALLIANCE GLOBAL PARTNERS,
as Underwriter
NANO DIMENSION LTD.
UNDERWRITING AGREEMENT
New York, New York
_______________ __, 2019
A.G.P./Alliance Global Partners
As Underwriter
590 Madison Avenue
New York, NY 10022
Ladies and Gentlemen:
The undersigned, Nano
Dimension Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates,
including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being
subsidiaries or affiliates of Nano Dimension Ltd., the “
Company
”), hereby confirms its agreement (this “
Agreement
”)
with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “
Underwriter
”)
as follows:
1.
Purchase and Sale
of Securities
.
1.1
Firm Securities
.
1.1.1.
Nature and
Purchase of Firm Securities
.
(i) On the basis
of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriter an aggregate of ______ Units (each, a “
Unit
” and collectively,
the “
Units
”), each Unit consisting of (A) one of the Company’s American Depositary Shares (the
“
ADSs
”) representing the five (5) ordinary shares, par value NIS 0.10 per share, of the Company (the
“
Ordinary Shares
”), (B) a warrant, in the form filed as Exhibit 4.2 to the Registration Statement (as
defined in Section 2.1.1 below), to purchase one ADS (each, a “
Warrant
” and collectively, the
“
Warrants
”) and (C) a purchase right, in the form filed as Exhibit 4.3 to the Registration Statement, to
purchase 0.75 of an ADS (each, a “
Purchase Right
” and collectively, the “
Purchase
Rights
”). Each Warrant shall be exercisable for a period of five (5) years at an exercise price of ______ per ADS,
subject to adjustment as provided in the Warrants. Each Purchase Right shall be exercisable for a period of six (6) months at
an exercise price of ______ per ADS, subject to adjustment as provided in the Purchase Rights. The _________ Units are
collectively referred to herein as the “
Firm Securities
.”
(ii) The Underwriter
agrees to purchase from the Company ________ Firm Securities at a purchase price of $_____ per Unit. The Firm Securities are to
be offered initially to the public as units at the offering price set forth on the cover page of the Prospectus (as defined in
Section 2.1.1 hereof).
1.1.2.
Firm Securities
Payment and Delivery
.
(i) Delivery and payment
for the Firm Securities shall be made at 10:00 a.m., Eastern time, on _______________, or at such time on such other date, not
later than five (5) Business Days after the date of this Agreement, as shall be agreed upon by the Company and the Underwriter,
at the offices of Burns & Levinson LLP, 125 Summer Street, Boston, MA 02110 (“
Underwriter Counsel
”), or
at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter and
the Company. The hour and date of delivery and payment for the Firm Securities is called the “
Closing Date
.”
The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Warrant. The Purchase
Rights shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Purchase Right. The term
“
Business Day
” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions
are authorized or obligated by law to close in New York, New York.
(ii) Payment for the
Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriter) representing the Firm Securities (or
through the facilities of the Depository Trust Company (“
DTC
”)) for the account of the Underwriter. The Firm
Securities shall be registered in such name or names and in such authorized denominations as the Underwriter may request prior
to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by
the Underwriter for all of the Firm Securities.
1.2
Option to Purchase
Additional Securities
.
1.2.1.
Option Securities
.
For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities, the Company
hereby grants to the Underwriter an option to purchase up to ______ additional ADSs of the Company, representing fifteen percent
(15%) of the ADSs sold in the offering, up to _______ additional Warrants, representing fifteen percent (15%) of the Warrants sold
in the offering, and up to _______ additional Purchase Rights, representing fifteen percent (15%) of the Purchase Rights sold in
the offering from the Company (the “
Option
”). Such ______ additional ADSs, Warrants and Purchase Rights are
hereinafter referred to as “
Option Securities
”. The purchase price to be paid per Option Security shall be $______.
The Firm Securities and the Option Securities are hereinafter referred to collectively as the “
Public Securities
.”
The offering and sale of the Public Securities is hereinafter referred to as the “
Offering
.”
1.2.2.
Exercise of
Option
. The Option granted pursuant to Section 1.2.1 hereof may be exercised by the Underwriter as to all (at any time) or
any part (from time to time) of the Option Securities within 45 days after the effective date (the “Effective Date”)
of the Registration Statement. The Underwriter shall not be under any obligation to purchase any Option Securities prior to the
exercise of the Option. The Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriter,
which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of
Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “
Option
Closing Date
”), which shall not be earlier than two (2) full Business Days or later than five (5) full Business Days
after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of Underwriter
Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the
Company and the Underwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option
Closing Date will be as set forth in the notice. Upon exercise of the Option with respect to all or any portion of the Option Securities,
subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number
of Option Securities specified in such notice and (ii) the Underwriter shall purchase the number of Option Securities specified
in such notice.
1.2.3.
Payment and
Delivery
. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same day)
funds, payable to the order of the Company, which Option Shares shall be delivered via The Depository Trust Company Deposit or
Withdrawal at Custodian system for the account of the Underwriter. The Option Securities, shall be registered in such name or names
and in such authorized denominations as the Underwriter may request in writing prior to the Option Closing Date. The Company shall
not be obligated to sell or deliver the Option Securities except upon tender of payment by the Underwriter for the applicable Option
Securities.
1.3
Purchase Right
Exercise Fee
. Subject to the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“
FINRA
”),
as to the Purchase Rights, the Underwriter shall be entitled to receive from the Company a warrant exercise fee of seven percent
(7.0%) of the exercise price for each Purchase Right that is exercised in accordance with its terms, which shall be payable within
five (5) Business Days from the date of such exercise. In that regard, from the Closing Date until the date when no Purchase Rights
remain outstanding, the Company shall provide the Underwriter with a weekly update of warrant exercises occurring during such period,
which update shall be accompanied by payment of the applicable fee with respect to such exercises.
2.
Representations
and Warranties of the Company
. The Company represents and warrants to the Underwriter as of the Applicable Time (as defined
below), as of the Closing Date and as of the Option Closing Date, if any, as follows
2.1
Filing of Registration
Statement
.
2.1.1.
Pursuant to
the Securities Act
. The Company has filed with the U.S. Securities and Exchange Commission (the “
Commission
”)
a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-228521), including any related prospectus
or prospectuses, for the registration of the Public Securities, the ADSs issuable upon exercise of the Warrants (the “
Warrant
Shares
”), and the ADSs issuable upon exercise of the Purchase Rights (the “
Purchase Right Shares
”),
under the Securities Act of 1933, as amended (the “
Securities Act
”). Except as the context may otherwise require,
such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including
the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents
filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant
to paragraph (b) of Rule 430A of the Securities Act Regulations (the “
Rule 430A Information
”)), is referred
to herein as the “
Registration Statement
.” If the Company files any registration statement pursuant to Rule
462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such
registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission.
Each prospectus used
prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used
after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “
Preliminary Prospectus
.”
The Preliminary Prospectus, subject to completion, dated ________ __, 2019, that was included in the Registration Statement immediately
prior to the Applicable Time is hereinafter called the “
Pricing Prospectus
.” The final prospectus in the form
first furnished to the Underwriter for use in the Offering is hereinafter called the “
Prospectus
.” Any reference
to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included
in the Registration Statement.
“
Applicable
Time
” means ____ a.m./p.m., Eastern time, on the date of this Agreement.
“
Issuer Free
Writing Prospectus
” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“
Rule 433
”), including without limitation any “free writing prospectus” (as defined
in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the
Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule
433(d)(5)(i) because it contains a description of the Public Securities or of the Offering that does not reflect the final terms,
in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained
in the Company’s records pursuant to Rule 433(g).
“
Issuer General
Use Free Writing Prospectus
” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “
bona fide
electronic road show,” as defined in Rule 433), as evidenced by its being
specified in
Schedule 1-B
hereto.
“
Issuer Limited
Use Free Writing Prospectus
” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
“
Pricing Disclosure
Package
” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on
Schedule 1-A
hereto, all considered together.
2.1.1.
Pursuant to
the Exchange Act
. The ADSs are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”). The Company has taken no action designed to, or likely to have the effect of, terminating the
registration of the ADSs under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration.
2.2
Stock Exchange
Listing
. The ADSs are listed on the Nasdaq Capital Market (the “
Exchange
”), and the Company has taken no
action designed to, or likely to have the effect of, delisting the ADSs from the Exchange, nor has the Company received any notification
that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
2.3
No Stop Orders,
etc
. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing
or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the
Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with
each request (if any) from the Commission for additional information.
2.4
Disclosures
in Registration Statement
.
2.4.1.
Compliance
with Securities Act and 10b-5 Representation
.
(i) Each of the Registration
Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the
requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “
Securities
Act Regulations
”). Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement
as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was or will be filed
with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities
Act Regulations. Each Preliminary Prospectus delivered to the Underwriter for use in connection with this Offering
and
the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(ii) Neither the Registration
Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing
Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with
written information furnished to the Company with respect to the Underwriter by the Underwriter expressly for use in the Registration
Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and
agree that such information provided by or on behalf of the Underwriter consists solely of the following disclosure contained in
the “Underwriting” section of the Prospectus: (i) the table showing the number of securities to be purchased by the
Underwriter and the amount of the selling concession, and (ii) the sections titled “Electronic Distribution” and “Price
Stabilization, Short Positions and Penalty Bids” (the “
Underwriter’s Information
”).
(iii) The Pricing Disclosure
Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and will not
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus
hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with
the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon
and in conformity with the Underwriter’s Information.
(iv) Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with
the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an
untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to the Underwriter’s Information. The documents incorporated by reference in the Registration
Statement, the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue
statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus, when such
documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
2.4.2.
Disclosure
of Agreements
. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there
are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus or to be filed with the Commission as
exhibits
to the Registration Statement or to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package
or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however
characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred
to or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material
to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all
material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance
with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under
the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the
lapse of time or the giving of notice, or both, would constitute a default thereunder except for a default or event which would
not reasonably be expected to result in a Material Adverse Change (as such term is defined in Section 2.5.1 below). To the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation
of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses (each, a “
Governmental Entity
”), including,
without limitation, those relating to environmental laws and regulations
.
2.4.3.
No Other Distribution
of Offering Materials.
The Company has not, directly or indirectly, distributed and will not distribute any offering material
in connection with the Offering other than any Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package,
the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5
Changes After
Dates in Registration Statement
.
2.5.1.
No Material
Adverse Change
. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change
in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate,
would involve a material adverse change in or affecting the condition (financial or otherwise), results of operations, business,
assets or prospects of the Company (a “
Material Adverse Change
”); (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the
Company has resigned from any position with the Company.
2.5.2.
Recent Securities
Transactions, etc
. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities, other than upon
exercise or conversion of outstanding securities described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any
dividend or made any other distribution on or in respect to its capital stock.
2.6
Independent
Accountants
. To the knowledge of the Company, KPMG Somekh Chaikin, (the “
Auditor
”), whose report is filed
with the Commission and included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations
and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements
included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided
to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.7
Disclosures
in Commission Filings
. Since January 1, 2016, the Company has made all filings with the Commission required under the Exchange
Act and the rules and regulations of the Commission promulgated thereunder (the “
Exchange Act Regulations
”).
2.8
Financial Statements,
etc
. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial
position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial
statements have been prepared in conformity with International Financial Reporting Standards (“
IFRS
”), consistently
applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments
that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules
included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present
fairly the information required to be stated therein. Except as included or incorporated by reference therein, no historical or
pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing
Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as
adjusted financial information and the related notes, if any, included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements
of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions
used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions
and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package
or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined
by the rules and regulations of the Commission), if any, comply in all material respects with Regulation G of the Exchange Act
and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses.
Except as
disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a)
neither the Company nor
any of its direct and indirect subsidiaries, including each entity disclosed or
described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “
Subsidiary
”
and, collectively, the “
Subsidiaries
”), has incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the
capital stock of the Company or any of its Subsidiaries, or, other than in the ordinary course of business or any grants under
any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term
debt.
2.9
Authorized Capital;
Options, etc
. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted stock capitalization set forth therein. Except as set forth in, described in or contemplated by, the Registration Statement,
the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and
any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized,
but unissued ADSs or Ordinary Shares of the Company or any security convertible or exercisable into ADSs or Ordinary Shares of
the Company, or any contracts or commitments to issue or sell ADSs or Ordinary Shares or any such options, warrants, rights or
convertible securities.
2.10
Valid Issuance
of Securities, etc
.
2.10.1.
Outstanding Securities
. All issued and outstanding securities of the Company issued prior to the transactions contemplated
by this Agreement have been duly authorized and validly issued and are, as applicable, fully paid and non-assessable; the holders
thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders;
and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or
similar contractual rights granted by the Company. The authorized ADSs and Ordinary Shares conform in all material respects to
all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The
offers and sales of the outstanding ADSs and Ordinary Shares were at all relevant times either registered under the Securities
Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties
of the purchasers of such shares, exempt from such registration requirements.
The description of the
Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder,
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately and fairly present, in
all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.
2.10.2.
Securities
Sold Pursuant to this Agreement
. The Public Securities have been duly authorized for issuance and sale and, when issued and
paid for in accordance with their respective terms, will be validly issued, and, as applicable, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; and the Public Securities
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights
granted by the Company. The Public Securities conform in all material respects to all statements with respect thereto contained
in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Warrant Shares have been duly authorized
and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance
with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable; the holders thereof are
not and will not be subject to personal liability by reason of being such holders; and such Warrant Shares are not and will not
be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the
Company. The Purchase Right Shares have been duly authorized and reserved for issuance by all necessary corporate action on the
part of the Company and when paid for and issued in accordance with the terms of the Purchase Rights, the Purchase Right Shares
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability
by reason of being such holders; and such Purchase Right Shares are not and will not be subject to the preemptive rights of any
holders of any security of the Company or similar contractual rights granted by the Company.
2.11
Registration
Rights of Third Parties
. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include
any such securities in a registration statement to be filed by the Company.
2.12
Validity and
Binding Effect of Agreements
. This Agreement has been duly and validly authorized by the Company and constitutes the valid
and binding agreement of the Company, enforceable against the Company in accordance with its terms, the Warrants have been duly
and validly authorized by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the
Company, enforceable against the Company in accordance with their terms, and the Purchase Rights have been duly and validly authorized
by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable
against the Company in accordance with their terms, except in each case: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
2.13
No Conflicts,
etc
. The execution, delivery and performance by the Company of this Agreement, the Warrants, the Purchase Rights and
all ancillary documents related to this Offering, the consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms hereof and thereof, do not and will not, with or without the giving of notice
or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute
a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party;
(ii) result in any violation of the provisions of the Company’s Articles of Association (as the same may be amended
or restated from time to time, the “
Charter
”) or the bylaws of the Company; or (iii) result in a violation of
any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except
in the case of clauses (i) and (iii) above, for such breaches, conflicts or violations which would not reasonably be expected to
have a Material Adverse Change.
2.14
No Defaults;
Violations
. No default exists in the due performance and observance of any term, covenant or condition of any license, contract,
indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation
for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be
bound or to which any of the properties or assets of the Company is subject, except for such defaults which would not reasonably
be expected to have a Material Adverse Change. The Company is not in violation of (i) any term or provision of its Charter or bylaws,
or (ii) any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity except
in the case of clause (ii), for such violations which would not reasonably be expected to have a Material Adverse Change.
2.15
Corporate Power;
Licenses; Consents
.
2.15.1.
Conduct of
Business
. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.15.2.
Transactions
Contemplated Herein
. The Company has all corporate power and authority to enter into this Agreement, to issue the Warrants
and the Purchase Rights and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and
orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court,
government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation
of the transactions and agreements contemplated by this Agreement, the Warrants and the Purchase Rights and as contemplated by
the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state
securities laws, the Exchange and the rules and regulations of FINRA.
2.16
D&O Questionnaires
.
To the Company’s knowledge, all information contained in the questionnaires (the “
Questionnaires
”) completed
by each of the Company’s directors and officers immediately prior to the Offering (the “
Insiders
”) as
supplemented by all information concerning the Company’s directors and officers as described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.26 below), provided
to the Underwriter, is true and correct in all material respects and the Company has not become aware of any information which
would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.17
Litigation;
Governmental Proceedings
. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director, which has not been disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus which is required to be disclosed.
2.18
Good Standing
.
The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State
of Israel as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which
its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,
singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.19
Insurance
.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks
which the Company believes are adequate, and all such insurance is in full force and effect. The Company has no reason to believe
that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable
coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that
would not result in a Material Adverse Change.
2.20
Transactions
Affecting Disclosure to FINRA
.
2.20.1.
Finder’s
Fees
. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee
by the Company or any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements
or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Underwriter’s
compensation, as determined by FINRA.
2.20.2.
Payments Within
Twelve (12) Months
. Except as described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus or
disclosed to the Underwriter, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any
person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or
introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person
or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior
to the date of this Agreement, other than the payment to the Underwriter as provided hereunder in connection with the Offering.
2.20.3.
Use of Proceeds
.
None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except
as specifically authorized herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.20.4.
FINRA Affiliation
.
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no (i) officer or
director of the Company, or, to the Company’s knowledge, (ii) beneficial owner of 5% or more of any class of the Company’s
securities or (iii) beneficial owner of the Company’s unregistered equity securities that were acquired during the 180-day
period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member
participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.20.5.
Information
.
All information provided by the Company in its FINRA questionnaire to Underwriter Counsel specifically for use by Underwriter Counsel
in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.
2.21
Foreign Corrupt
Practices Act
. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to
customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company
(or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty
in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse
Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company.
The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company
to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.22
Compliance
with OFAC
. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“
OFAC
”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC.
2.23
Money Laundering
Laws
. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “
Money Laundering Laws
”);
and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened.
2.24
Officers’
Certificate
. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Underwriter Counsel
shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby.
2.25
Lock-Up Agreements.
Schedule 2
hereto contains a complete and accurate list of the Company’s officers and directors, and such other parties
as mutually agreed upon by the Company and the Underwriter (collectively, the “
Lock-Up Parties
”). The Company
has caused each of the Lock-Up Parties to deliver to the Underwriter an executed Lock-Up Agreement, in the form attached hereto
as
Exhibit A
(the “
Lock-Up Agreement
”), prior to the execution of this Agreement.
2.26
Subsidiaries
.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the
conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change.
2.27
Related Party
Transactions
.
2.27.1.
Business Relationships
. There are no business relationships or related party transactions involving the Company or
any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that
have not been described as required.
2.27.2.
No Unconsolidated Entities
. There are no transactions, arrangements or other relationships between and/or among the
Company, or any of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s liquidity or the availability of or requirements for its capital resources required to be described
in the Pricing Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described
as required.
2.27.3.
No Loans or Advances to Affiliates
. There are no outstanding loans, advances (except normal advances for business
expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers
or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.28
Board of Directors
.
The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act,
the
Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “
Sarbanes-Oxley Act
”)
applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors
of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and
the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as
“independent,” as defined under the listing rules of the Exchange.
2.29
Sarbanes-Oxley
Compliance
.
2.29.1.
Disclosure
Controls
. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15
or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information
concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s
Exchange Act filings and other public disclosure documents.
2.29.2.
Compliance
.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions
of the Sarbanes-Oxley Act.
2.30
Accounting
Controls
. The Company maintains systems of “internal control over financial reporting” (as defined under Rules
13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed
by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and
the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management
and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize
and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal controls over financial reporting.
2.31
No Investment
Company Status
. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as
an “investment company,” as defined in the Investment Company Act of 1940, as amended.
2.32
No Labor Disputes
.
No labor
dispute
with the employees of the Company exists or, to the knowledge of the Company,
is imminent. The Company is not aware that any key employee or significant group of employees of the Company plans to terminate
employment with the Company.
2.33
Intellectual
Property Rights
. To the Company’s knowledge, the Company or its Subsidiaries owns or possesses or has valid rights to
use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses, inventions, trade secrets and similar rights (“
Intellectual Property Rights
”) necessary
for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company
necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus
will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither
the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual
Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of
any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened
action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights,
and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in
the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change;
(C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights
licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part,
and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable
basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably
be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property
Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is
unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to
the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term
of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation
agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates
to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and
could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s
knowledge, all material technical information developed by and belonging to the Company which has not been disclosed in a filed
patent application has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with
respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration
Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing
Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding
sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any
contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees,
or otherwise in violation of the rights of any persons.
2.34
Taxes
.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries
has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed
against the Company or such respective Subsidiary except as would not be reasonably expected to have a Material Adverse Change.
The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such
consolidated financial statements. Except as disclosed in writing to the Underwriter, (i) no issues have been raised (and are currently
pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries,
and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested
from the Company or its Subsidiaries. The term “
taxes
” mean all federal, state, local, foreign and other net
income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use,
withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or
other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax
or additional amounts with respect thereto. The term “
returns
” means all returns, declarations, reports, statements
and other documents required to be filed in respect to taxes.
2.35
ERISA Compliance
.
The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974,
as amended, and the regulations and published interpretations thereunder (collectively, “
ERISA
”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects
with ERISA. “
ERISA Affiliate
” means, with respect to the Company, any member of any group of organizations described
in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “
Code
”) of which the Company is a member. No “reportable event” (as defined under
ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained
by the Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company
or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any material “amount
of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred
or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal
from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit
plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section
401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to
act, which would cause the loss of such qualification.
2.36
Licenses or
Permits
. The Company possesses all licenses, certificates, registrations, authorizations and permits required by all applicable
governmental or regulatory authorities and have made all declarations and filings with, the appropriate local, state, federal or
foreign governmental or regulatory agencies or bodies that are necessary for the ownership or lease of their respective properties
or the conduct of their respective businesses as described in the Pricing Disclosure Package and the Prospectus (collectively,
the “
Governmental Permits
”) except where any failures to possess or make the same would not, singularly or in
the aggregate, have a Material Adverse Change. The Company is in compliance with all such Governmental Permits, including with
all conditions and limitations on the commercial rights granted by such Governmental Permits; all such Governmental Permits are
valid and in full force and effect, except where the validity or failure to be in full force and effect would not, singularly or
in the aggregate, have a Material Adverse Change. The Company has not received notification of any revocation, modification, suspension,
termination or invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has no reason to believe
that any such Governmental Permit will not be renewed.
2.37
Compliance
with Laws
. The Company: (A) is and at all times has been in compliance in all material respects with all statutes, rules, or
regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing,
labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the
Company (“
Applicable Laws
”), except as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Change; (B) has not received any
warning letter, untitled letter or other correspondence
or notice from any governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates,
approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“
Authorizations
”);
(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material
violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product
operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental
authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E)
has not received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify
or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; and (F) has
filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects
on the date filed (or were corrected or supplemented by a subsequent submission).
2.38
Environmental
Laws
. The Company and its Subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations
relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety
or the environment which are applicable to their businesses (“
Environmental Laws
”), except where the failure
to comply would not, singularly or in the aggregate, result in a Material Adverse Change. To the Company’s knowledge, there
has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind
of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or, to
the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwise
be liable) upon any of the property now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other
property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under
any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any
liability, except for any violation or liability which would not have, singularly or in the aggregate with all such violations
and liabilities, a Material Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto
such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with
respect to which the Company has knowledge, except for any such disposal, discharge, emission, or other release of any kind which
would not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Change. In the ordinary
course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of Environmental Laws on their business
and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental
permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On
the basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities
would not have, singularly or in the aggregate, a Material Adverse Change.
2.39
Real Property
.
Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each of its
Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real
or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free
and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use made and proposed to be
made of
such property by the Company or any of its Subsidiaries; and all of the leases and subleases material to the business of the Company
and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the
Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to
the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the
rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or
sublease
.
2.40
Contracts Affecting
Capital
. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates
(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited
to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the
Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources
required to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
which have not been described or incorporated by reference as required.
2.41
Loans to Directors
or Officers
. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course
of business) or guarantees or indebtedness by the Company or any of its Subsidiaries to or for the benefit of any of the officers
or directors of the Company or any of its Subsidiaries, or any of their respective family members, except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
2.42
Ineligible
Issuer
. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a
bona fide
offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at
the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible
issuer.
2.43
Emerging Growth
Company
. As of the time of filing of the Registration Statement, the Company was an “emerging growth company,”
as defined in Rule 12b-2 of the Exchange Act Regulations.
2.44
Industry Data
.
The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
2.45
Margin Securities
.
The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal
Reserve System (the “
Federal Reserve Board
”), and none of the proceeds of Offering will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the ADSs
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.46
Forward-Looking
Statements
. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed by the
Company without a reasonable basis or has been disclosed by the Company other than in good faith.
2.47
Integration
.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of
any such securities under the Securities Act.
2.48
Confidentiality
and Non-Competitions
. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is
subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior
employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company
or be expected to result in a Material Adverse Change.
2.49
Minute Books
.
The minute books of the Company have been made available to the Underwriter and Underwriter Counsel and such books accurately in
all material respects reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions
or other actions of the Company that are not properly approved and/or accurately and fairly recorded in the minute books of the
Company, as applicable.
2.50
Stabilization
.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Underwriter)
has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause
or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Public Securities.
2.51
F-1 Eligibility
.
As of the filing date of the Registration Statement, the Company was eligible to file a Registration Statement on Form F-1 with
the Commission.
2.52
Accounting
Policies
. The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies” in the Registration Statement, the Pricing Disclosure Package and the Prospectus, including statements
incorporated by reference therein, correctly and completely describes in all material respects (i) accounting policies which the
Company believes are the most important in the portrayal of the Company’s financial position and results of operations and
which require management’s most difficult, subjective or complex judgments (“
Critical Accounting Policies
”),
(ii) judgments and uncertainties affecting the application of Critical Accounting Policies, and (iii) the likelihood that materially
different amounts would be reported under different conditions or using different assumptions. The Audit Committee of the Board
of Directors of the Company and management have reviewed and agreed with the selection, application and disclosure of Critical
Accounting Policies and management has consulted with the Company’s Auditor regarding such disclosure.
3.
Covenants of the
Company
. The Company covenants and agrees as follows:
3.1
Amendments to
Registration Statement
. The Company shall deliver to the Underwriter, prior to filing, any amendment or supplement to the Registration
Statement, Preliminary Prospectus, Pricing Disclosure Package or Prospectus proposed to be filed after the Effective Date and not
file any such amendment or supplement to which the Underwriter shall reasonably object in writing.
3.2
Federal Securities
Laws
.
3.2.1.
Compliance
.
The Company, subject to Section 3.2.2, shall comply with Underwriter requirements of Rule 430A of the Securities Act Regulations,
and will notify the Underwriter promptly, and confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of
the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes
or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if
the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of
the Public Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the
manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it
deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use commercially
reasonable efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain
the lifting thereof at the earliest possible moment.
3.2.2.
Continued Compliance
.
The Company shall comply in all material respects with the Securities Act, the Securities Act Regulations, the Exchange Act and
the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this
Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“
Rule
172
”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any
event shall occur or condition shall exist as a result of which it is necessary, in the opinion of Underwriter Counsel or counsel
for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing
Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the
time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure
Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities
Act Regulations, the Company will promptly (A) give the Underwriter notice of such event; (B) prepare any amendment or
supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Underwriter with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Underwriter or Underwriter Counsel
shall reasonably object. The Company will furnish to the Underwriter such number of copies of such amendment or supplement as the
Underwriter may reasonably request. The Company has given the Underwriter notice of any filings made pursuant to the Exchange Act
or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Underwriter notice of
its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or
expiration of the Option specified in Section 1.2 hereof and will furnish the Underwriter with copies of the related document(s)
a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which
the Underwriter or Underwriter Counsel shall reasonably object.
3.2.3.
Free Writing
Prospectuses
. The Company agrees that, unless it obtains the prior written consent of the Underwriter, it shall not make any
offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained
by the Company under Rule 433; provided that the Underwriter shall be deemed to have consented to each Issuer General Use Free
Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been reviewed by the Underwriter. The Company represents that it has treated or agrees that it will treat each such free
writing prospectus consented to, or deemed consented to, by the Underwriter as an “issuer free writing prospectus,”
as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto,
including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of
an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the
Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct
such conflict, untrue statement or omission.
3.3
Delivery to
the Underwriter of Registration Statements
. Upon request of the Underwriter, the Company shall deliver or make available to
the Underwriter and Underwriter Counsel, without charge, signed copies of the Registration Statement as originally filed and each
amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents
incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts,
and will also deliver to the Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits) for the Underwriter. The copies of the Registration Statement and each amendment thereto
furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T
.
3.4
Delivery to
the Underwriter of Prospectuses
. Upon request of the Underwriter, the Company will deliver or make available to the Underwriter,
without charge, as many copies of each Preliminary Prospectus as the Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to the Underwriter, without charge,
during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would
be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as
the Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriter will
be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.
3.5
Effectiveness
and Events Requiring Notice to the Underwriter
. The Company shall use its best efforts to cause the Registration Statement
to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Underwriter
promptly and confirm the notice in writing: (i) of the issuance by the Commission of any stop order or of the initiation, or the
threatening, of any proceeding for that purpose; (ii) of the issuance by any state securities commission of any proceedings for
the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or
the threatening, of any proceeding for that purpose; (iii) of the mailing and delivery to the Commission for filing of any amendment
or supplement to the Registration Statement or Prospectus; (iv) of the receipt of any comments or request for any additional information
from the Commission; and (v) of the happening of any event during the period described in this Section 3.5 that, in the judgment
of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the
Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements
therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall
enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly
the lifting of such order.
3.6
Listing
.
The Company shall use its commercially reasonable best efforts to maintain the listing of the ADSs (including the ADSs included
in the Public Securities, the Warrant Shares and the Purchase Right Shares) on the Exchange. Nothing in this Section 3.6, however,
shall prevent a sale, merger or similar transaction involving the Company.
3.7
Reserved
.
3.8
Transfer Agent
.
3.8.1.
Transfer Agent
.
The Company shall retain a transfer agent and registrar acceptable to the Underwriter.
3.9
Payment
of Expenses
.
3.9.1.
General
Expenses Related to the Offering
. The Company hereby agrees to pay on the Closing Date all expenses incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Filing System
filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the
ADSs
included in the Public Securities
on the Exchange and such other stock exchanges as the Company and the Underwriter together
determine; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities
under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (e) the costs of all mailing
and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrants, the Purchase
Rights, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s
Questionnaire and Power of Attorney), Registration Statements, prospectuses and all amendments, supplements and exhibits thereto
and as many preliminary and final prospectuses as the Underwriter may reasonably deem necessary; (g) the costs of preparing, printing
and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent and depositary for
the ADSs, the Warrants and the Purchase Rights; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities
from the Company to the Underwriter; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of
the Company’s legal counsel and other agents and representatives; and (l) up to $125,000 in the aggregate for the actual
out of pocket expenses incurred by the Underwriter, including up to $100,000 for legal fees of the Underwriter, up to $17,000
for IPREO software related expenses, up to $5,000 for background check(s) expenses, up to $25,000 for marketing expenses including
roadshow expenses and up to $3,000 for tombstones. The Underwriter may deduct from the net proceeds of the Offering payable to
the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to
the Underwriter.
3.9.2. Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.9.1, on the Closing Date
and the Option Closing Date, if any, it shall pay to the Underwriter, by deduction from the net proceeds of the Offering contemplated
herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale
of the Public Securities, less the Advance (as such term is defined in Section 7.3 hereof), provided, however, that in the event
that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7.3 hereof.
3.10
Application
of Net Proceeds
. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the
application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
3.11
Delivery
of Earnings Statements to Security Holders
. The Company shall make generally available to its security holders as soon as
practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement,
an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the
Securities Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of
the Securities Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.
3.12
Stabilization
.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Underwriter)
has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Public Securities.
3.13
FINRA
.
The Company shall advise the Underwriter (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i)
any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities
or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days immediately
preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
3.14
No
Fiduciary Duties
. The Company acknowledges and agrees that the Underwriter’s responsibility to the Company is solely
contractual in nature and that neither the Underwriter nor its affiliates or any selling agent shall be deemed to be acting in
a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement.
3.15
Company
Lock-Up Agreements
.
3.15.1.
Restriction
on Sales of Capital Stock
. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Underwriter, it will not, for a period beginning on the date of this Agreement and ending on the date that is the
90
th
day after the date of this Agreement (the “
Lock-Up Period
”), (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or Ordinary Shares of the Company or
any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares of the Company; (ii) file or cause
to be filed any registration statement with the Commission relating to the offering of any ADSs or Ordinary Shares of the Company
or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares of the Company; (iii) complete any
offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
ADSs or Ordinary Shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to
be settled by delivery of ADSs or Ordinary Shares of the Company or such other securities, in cash or otherwise.
The
restrictions contained in this Section 3.15.1 (collectively, the “
Restrictions
”) shall not apply to (i) the
Public Securities to be sold hereunder (including the Warrant Shares and the Purchase Right Shares), (ii) the issuance by the
Company of securities of the Company pursuant to any documents, agreements or securities existing or outstanding as of the Closing
Date, (iii) the issuance by the Company of any securities of the Company under any equity compensation plan of the Company; or
(iv) the issuance of any securities of the Company in connection with a merger, joint venture, licensing arrangement or any other
similar non-capital raising transaction provided that in each of (ii) through (iv) above, the securities shall be restricted from
sale during the entire Lock-Up Period.
3.15.2.
Restriction
on Continuous Offerings
. Notwithstanding the restrictions contained in Section 3.15.1, the Company, on behalf of itself and
any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of 90 days
after the date of this Agreement, directly or indirectly in any “at the market” or continuous equity transaction,
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
3.16
Blue
Sky Qualifications
. The Company shall use its commercially reasonable efforts, in cooperation with the Underwriter, if necessary,
to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Underwriter may designate and to maintain such qualifications in effect so long as required to complete
the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so
subject.
3.17
Reporting
Requirements
. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed
with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.
3.18
Press
Releases
. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings,
business affairs or business prospects (except for routine marketing communications in the ordinary course of business and consistent
with the past practices of the Company and of which the Underwriter is notified at least one Business Day in advance), without
the prior written consent of the Underwriter, which consent shall not be unreasonably withheld, delayed or conditioned, unless
in the judgment of the Company and its counsel, and after notification to the Underwriter, such press release or communication
is required by law.
3.19
IRS
Forms
. The Company shall deliver to the Underwriter (or its agent), prior to or at the Closing Date, a properly completed
and executed Internal Revenue Service (“
IRS
”) Form W-9 or an IRS Form W-8, as appropriate, together with all
required attachments to such form.
4.
Conditions
of Underwriter’s Obligations
. The obligations of the Underwriter to purchase and pay for the Public Securities, as provided
herein, shall be subject to (i) the continuing accuracy in all material respects of the representations and warranties of the
Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the
statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company in all material
respects of its obligations hereunder; and (iv) the following conditions:
4.1
Regulatory
Matters
.
4.1.1.
Effectiveness
of Registration Statement; Rule 430A Information
. The Registration Statement has become effective prior to the date of this
Agreement, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been
instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with
each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall
have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule
424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the
Commission in accordance with the requirements of Rule 430A.
4.1.2.
FINRA
Clearance
. On or before the date of this Agreement, the Underwriter shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriter as described in the Registration Statement.
4.2
Company
Counsel Matters
.
4.2.1.
Closing
Date Opinion of U.S. Counsel
. On the Closing Date, the Underwriter shall have received the favorable opinion and negative
assurance letter of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, U.S. counsel to the Company, dated the Closing Date
and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter.
4.2.2.
Closing
Date Opinion of Israeli Counsel
. On the Closing Date, the Underwriter shall have received the opinion and negative assurance
letter of Zysman, Aharoni, Gayer & Co., Israeli counsel for the Company, dated the Closing Date, addressed to the Underwriter,
in form and substance reasonably satisfactory to the Underwriter.
4.2.3.
Option
Closing Date Opinions of Counsel
. On the Option Closing Date, if any, the Underwriter shall have received the favorable opinions
and negative assurance letters of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to
the Underwriter and in form and substance reasonably satisfactory to the Underwriter, confirming as of the Option Closing Date,
the statements made by such counsels in their respective opinions delivered on the Closing Date.
4.2.4.
Reliance
.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws
of the United States, Israel and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the
extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the
Underwriter) of other counsel reasonably acceptable to the Underwriter, familiar with the applicable laws; and (ii) as to
matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers
of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the
Company, provided that copies of any such statements or certificates shall be delivered to Underwriter Counsel if requested.
4.3
Comfort
Letters
.
4.3.1.
Cold
Comfort Letter
. At the time this Agreement is executed the Underwriter shall have received a cold comfort letter containing
statements and information of the type customarily included in accountants’ comfort letters with respect to the financial
statements and certain financial information contained or incorporated by reference in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, addressed to the Underwriter and in form and substance satisfactory in all respects to
the Underwriter and to the Auditor, dated as of the date of this Agreement.
4.3.2.
Bring-down
Comfort Letter
. At each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received from
the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms
the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date
not more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.
4.4
Officers’
Certificates
.
4.4.1.
Officers’
Certificate
. The Company shall have furnished to the Underwriter a certificate, dated the Closing Date and any Option Closing
Date (if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial Officer stating that
(i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing
Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable
Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue
statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or
any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as
of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment
or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a
material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has
occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus, (iii) to their knowledge after reasonable investigation, as of the Closing Date (or any Option Closing Date
if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement are true and
correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be
true and correct in all respects and except for those representations and warranties which refer to facts existing at a specific
date, which shall be true and correct as of such date) and the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is
other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial statements
included or incorporated by reference in the Pricing Disclosure Package, any Material Adverse Change in the financial position
or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a Material
Adverse Change in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of
the Company, except as set forth in the Prospectus.
4.4.2.
Secretary’s
Certificate
. At each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received a certificate
of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively,
certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and
effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and
effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its
counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such
certificate shall be attached to such certificate.
4.5
No
Material Changes
. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have
been no Material Adverse Change or development involving a prospective Material Adverse Change in the condition or prospects or
the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth
in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at
law or in equity, shall have been pending or threatened against the Company before or by any court or federal or state commission,
board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business,
operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the
Pricing Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no
proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the
Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements
which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform
in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration
Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.
4.6
No
Material Misstatement or Omission
. The Underwriter shall not have discovered and disclosed to the Company on or prior to the
Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue
statement of a fact which, in the opinion of Underwriter Counsel, is material or omits to state any fact which, in the opinion
of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading,
or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any
amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits
to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the
light of the circumstances under which they were made, not misleading.
4.7
Corporate
Proceedings
. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of
this Agreement, the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer Free Writing Prospectus,
if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby and
thereby shall be reasonably satisfactory in all material respects to Underwriter Counsel, and the Company shall have furnished
to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
4.8
Delivery
of Agreements
.
4.8.1.
Lock-Up
Agreements
. On or before the date of this Agreement, the Company shall have delivered to the Underwriter executed copies of
the Lock-Up Agreements from each of the persons listed in
Schedule 2
hereto.
4.9
Additional
Documents
. At the Closing Date and at each Option Closing Date (if any) Underwriter Counsel shall have been furnished with
such documents and opinions as they may reasonably require for the purpose of enabling Underwriter Counsel to deliver an opinion
to the Underwriter, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the
Public Securities as herein contemplated shall be satisfactory in form and substance to the Underwriter and Underwriter Counsel.
5.
Indemnification
.
5.1
Indemnification
of the Underwriter
.
5.1.1.
General
.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriter, its affiliates and
each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates,
counsel, and agents and each person, if any, who controls any the Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (collectively the “
Underwriter Indemnified Parties
,” and each an “
Underwriter
Indemnified Party
”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited
to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and
the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them
may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the
laws of foreign countries (a “
Claim
”), (i) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus,
the Prospectus, or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (B) any
materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the
Offering, including any “road show” or investor presentations made to investors by the Company (whether in person
or electronically); or (C) any application or other document or written communication (in this Section 5, collectively called
“application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Public Securities, the Warrant Shares and the Purchase Right Shares under the securities laws thereof
or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange;
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, the Underwriter’s Information or (ii) otherwise arising in connection with or
allegedly in connection with the Offering. The Company also agrees that it will reimburse each Underwriter Indemnified Party for
all reasonable fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action
between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any
third party, or otherwise) (collectively, the “
Expenses
”), and further agrees wherever and whenever possible
to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing
or defending any Claim. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Pricing
Disclosure Package, the indemnity agreement contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter
Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified Party results
from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage
at or prior to the written confirmation of sale of the Public Securities to such person as required by the Securities Act and
the Securities Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure
to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.3 hereof.
5.1.2.
Procedure
.
If any action is brought against an indemnified party in respect of which indemnity may be sought against an indemnifying party
pursuant to Section 5.1.1 or 5.2, such indemnified party shall promptly notify the indemnifying party in writing of the institution
of such action and the indemnifying party shall assume the defense of such action, including the employment and fees of counsel
(subject to the reasonable approval of such indemnified party) and payment of actual expenses. Such indemnified party shall have
the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense
of the indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available
to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a
conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf
of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action
or counsel satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement
of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of
the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than
one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred.
An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written
consent. In addition, the indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise
or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which
advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such indemnified party is
a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each indemnified
party, acceptable to such indemnified party, from all liabilities, expenses and claims arising out of such action for which indemnification
or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.
5.2
Indemnification
of the Company
. The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed
the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from
the Company to the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any
amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriter’s
Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary
Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or
any application, and in respect of which indemnity may be sought against the Underwriter, the Underwriter shall have the rights
and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to
the Underwriter by the provisions of Section 5.1.2. The Company agrees promptly to notify the Underwriter of the commencement
of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance
and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus,
or any Issuer Free Writing Prospectus.
5.3
Contribution
.
5.3.1.
Contribution
Rights
. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold
harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to
the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand,
and the Underwriter, on the other, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company, on the one hand, and the Underwriter, on the other, with respect to the statements
or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriter, on the other, with
respect to such Offering shall be deemed to be in the same proportion as the total net proceeds from the Offering of the Securities
purchased under this Agreement (before deducting expenses) received by the Company, as set forth in the table on the cover page
of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriter in connection
with the Offering, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall
be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or the Underwriter, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined
by pro rata allocation (even if the Underwriter were treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 5.3.1
shall be deemed to include, for purposes of this Section 5.3.1, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.3.1
in no event shall the Underwriter be required to contribute any amount in excess of the amount by which the total underwriting
discounts and commissions received by the Underwriter in connection with the Offering exceeds the amount of any damages that the
Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.
5.3.2.
Contribution
Procedure
. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made
against another party (“
contributing party
”), notify the contributing party of the commencement thereof, but
the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other
than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies
a contributing party or its representative of the commencement thereof within the aforesaid 15 days, the contributing party will
be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing
party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected
by such party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking
contribution without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2
are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act
or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several and not joint.
6.
Default
by the Underwriter
.
6.1
Default
.
If the Underwriter shall default in its obligations to purchase the Firm Securities or the Option Securities, if the Option is
exercised hereunder, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Securities
or Option Securities to which such default relates on the terms contained herein. If, within one (1) Business Day after such default,
you do not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further
period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Securities
or Option Securities on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Securities
or Option Securities to which a default relates as provided in this Section 6, this Agreement will automatically be terminated
by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the Underwriter
(except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Securities,
this Agreement will not terminate as to the Firm Securities
.
6.2
Postponement
of Closing Date
. In the event that the Firm Securities or Option Securities to which the default relates are to be purchased
by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing
Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents and
arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “
Underwriter
”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been
a party to this Agreement with respect to such Securities.
7.
Effective
Date of this Agreement and Termination Thereof
.
7.1
Effective
Date
. This Agreement shall become effective when both the Company and the Underwriter have executed the same and delivered
counterparts of such signatures to the other party.
7.2
Termination
.
The Underwriter shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic
or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq
Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed,
or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government
authority having jurisdiction; or (iii) if the United States or Israel shall have become involved in a new war or an increase
in major hostilities which the Underwriter reasonably believes will result in a Material Adverse Change or would make it impracticable
to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriter for
the sale of the Public Securities; or (iv) if a banking moratorium has been declared by a New York State, federal or Israeli
authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United
States or Israeli securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident,
hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,
will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Securities or Option Securities; or (vii) if
the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Underwriter
shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company,
or such adverse material change in general market conditions as in the Underwriter’s reasonable judgment would make it impracticable
to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriter for
the sale of the Public Securities.
7.3
Expenses
.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriter, pursuant to Section
6.1 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein
or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriter its actual and
accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the reasonable
fees and disbursements of Underwriter Counsel) up to $75,000 and upon demand the Company shall pay the full amount thereof to
the Underwriter, inclusive of the $25,000 advance for any out-of-pocket accountable expenses previously paid by the Company to
the Representative (the “
Advance
”); provided, however, that such expense cap in no way limits or impairs the
indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Underwriter
will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
7.4
Indemnification
.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect
and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any
part hereof.
7.5
Representations,
Warranties, Agreements to Survive
. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of the Underwriter or its Affiliates or selling agents, any person controlling the Underwriter,
its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
8.
Miscellaneous
.
8.1
Notices
.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed and shall be
deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.
If
to the Underwriter:
A.G.P./Alliance
Global Partners
590
Madison Avenue
New
York, NY 10022
Attn:
Mr. David Bocchi, Head of Investment Banking
with
a copy (which shall not constitute notice) to:
Burns
& Levinson LLP
125
Summer Street
Boston,
MA 02110
Attn:
Josef B. Volman, Esq.
If
to the Company:
Nano
Dimension Ltd.
2
Ilan Ramon
Ness
Ziona 7403635
Israel
Attention: Amit
Dror
with
a copy (which shall not constitute notice) to:
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway
New
York, NY 10019
Attention:
Oded Har-Even, Esq.
8.2
Headings
.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
8.3
Amendment
.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
8.4
Entire
Agreement
. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
8.5
Binding
Effect
. This Agreement shall inure solely to the benefit of and shall be binding upon the Underwriter, the Company and the
controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under
or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns”
shall not include a purchaser, in its capacity as such, of securities from the Underwriter.
8.6
Governing
Law; Consent to Jurisdiction; Trial by Jury
. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and
enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in
any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Underwriter hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.
8.7
Execution
in Counterparts
. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission
shall constitute valid and sufficient delivery thereof.
8.8
Waiver,
etc
. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be
deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in
a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.
8.9
Research
Analyst Independence
. The Company acknowledges that the Underwriter’s research analysts and research departments are
required to be independent from its investment banking division and are subject to certain regulations and internal policies,
and that the Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish
research reports with respect to the Company and/or the offering that differ from the views of their investment banking division.
The Company acknowledges that the Underwriter is a full service securities firm and as such from time to time, subject to applicable
securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long
or short positions in debt or equity securities of the Company;
provided
,
however
, that nothing in this Section
8.9 shall relieve the Underwriter of any responsibility or liability it may otherwise bear in connection with activities in violation
of applicable securities laws, rules or regulations
[
Signature
Page Follows
]
If
the foregoing correctly sets forth the understanding between the Underwriter and the Company, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
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Very truly yours,
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NANO DIMENSION LTD.
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By:
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Name:
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Title:
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Confirmed as of the date first written
above mentioned, on behalf of itself as
Underwriter:
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A.G.P./ALLIANCE GLOBAL PARTNERS
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By:
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Name:
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Title:
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SCHEDULE
1-A
Pricing
Information
Number
of Units: ____________
Public Offering Price per Unit: $____
Underwriting
Discount per Unit: $____
Underwriting
Non-accountable expense allowance per Unit: $____
Proceeds to Company per Unit (before expenses): $_____
SCHEDULE
1-B
Issuer
General Use Free Writing Prospectuses
SCHEDULE
2
List
of Lock-Up Parties
EXHIBIT
A
Lock-Up
Agreement
See
attached.
Lock-Up
Agreement
February
__, 2019
A.G.P./Alliance
Global Partners
590
Madison Avenue, 36th Floor
New
York, New York 10022
As
Underwriter
Ladies
and Gentlemen:
The
undersigned understands that you (the “
Underwriter
”) propose to enter into an Underwriting Agreement
(the “
Underwriting Agreement
”) providing for the purchase by the Underwriter of American Depositary
Shares (the “
ADSs
”) representing ordinary shares, par value NIS 0.10 per share (the “
Ordinary
Shares
” and, together with ADSs, the “
Shares
”) of Nano Dimension Ltd., an Israeli corporation
(the “
Company
”), and that the Underwriter proposes to reoffer the ADSs to the public (the “
Offering
”).
In
consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration,
the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriter, the undersigned will not,
directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future
of) any Shares (including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange Commission and Shares that may be issued upon exercise of any options,
or warrants) or securities convertible into or exercisable or exchangeable for Shares; (b) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether
any such transaction described in clause (a) or (b) above is to be settled by delivery of Shares or other securities, in cash
or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or
exercisable or exchangeable for Shares or any other securities of the Company; or (d) publicly disclose the intention to do any
of the foregoing for a period commencing on the date hereof and ending three (3) months after the date of the effective date of
the Registration Statement relating to the Offering (such three-month period, the “
Lock-Up Period
”).
The
foregoing paragraph shall not apply to (a) transactions relating to Shares or other securities acquired in the open market after
the completion of the Offering,
provided that
no filing under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the “
Exchange Act
”), shall be required or shall be voluntarily made in connection with such
transfers; (b) bona fide gifts of shares of any class of the Company’s capital stock or any security convertible into
Shares, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family,
or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any
transfer of Shares or any security convertible into Shares by will or intestate succession upon the death of the undersigned;
(d) transfer of shares of Shares or any security convertible into Shares to an immediate family member (for purposes of this
Lock-Up Letter Agreement, “
immediate family
” shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or
indirect benefit of the undersigned or any immediate family member of the undersigned;
provided
that, in the case of clauses
(b), (c) and (d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound
by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence)
to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall
not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the
“
Securities Act
”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing
or public announcement of the transfer or disposition prior to the expiration of the three (3) month period referred to above;
and (iii) the undersigned notifies the Underwriter at least two (2) business days prior to the proposed transfer or disposition;
(e) the transfer of shares to the Company to satisfy withholding obligations for any equity award granted pursuant to the terms
of the Company’s stock option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture,
or other similar taxable event, in each case on a “cashless” or “net exercise” basis (which, for the avoidance
of doubt shall not include “cashless” exercise programs involving a broker or other third party),
provided
that as a condition of any transfer pursuant to this clause (e), that if the undersigned is required to file a report under Section
16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares or any securities convertible into or exercisable
or exchangeable for Shares during the Lock-Up Period, the undersigned shall include a statement in such report, and if applicable
an appropriate disposition transaction code, to the effect that such transfer is being made as a share delivery or forfeiture
in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax withholding, as the
case may be; (f) transfers of Shares or any security convertible into or exercisable or exchangeable for Shares pursuant
to a bona fide third party tender offer made to all holders of Shares, merger, consolidation or other similar transaction involving
a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other action
in connection with such transaction,
provided
that in the event that such merger, tender offer or other transaction is
not completed, the Shares and any security convertible into or exercisable or exchangeable for Shares shall remain subject to
the restrictions set forth herein; (g) the exercise of warrants or the exercise of stock options granted pursuant to the
Company’s stock option/incentive plans or otherwise outstanding on the date hereof;
provided
, that the restrictions
shall apply to Shares issued upon such exercise or conversion; (h) the establishment of any contract, instruction or plan that
satisfies all of the requirements of Rule 10b5-1 (a “
Rule 10b5-1 Plan
”) under the Exchange Act;
provided
,
however
, that no sales of Shares or securities convertible into, or exchangeable or exercisable for, Shares, shall be made
pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period;
provided further
, that the Company is not
required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange
Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1
Plan; and (i) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration
by the Company under the Securities Act of the undersigned’s Shares, provided that no transfer of the undersigned’s
Shares registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities
Act with respect to any of the undersigned’s Shares during the Lock-Up Period. For purposes of clause (f) above, “
change
of control
” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or
other similar transaction the result of which is that any “
person
” (as defined in Section 13(d)(3) of the Exchange
Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority
of total voting power of the voting stock of the Company.
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with
this Lock-Up Letter Agreement.
If
the undersigned is an officer or director of the Company, (a) the undersigned agrees that the foregoing restrictions shall be
equally applicable to any Shares that the undersigned may purchase in the Offering; (b) the Underwriter agrees that, at least
three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a
transfer of securities subject to this Lock-Up Letter Agreement, the Underwriter will notify the Company of the impending release
or waiver; and (c) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release
through a major news service at least two (2) business days before the effective date of the release or waiver.
Any
release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two (2) business
days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver
is effected solely to permit a transfer of securities subject to this Lock-Up Letter Agreement not for consideration and (ii)
the transferee has agreed in writing to be bound by the same terms described in this securities subject to this Lock-Up Letter
Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
It
is understood that, if the Company notifies the Underwriter that it does not intend to proceed with the Offering, if the Underwriting
Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Shares to be sold in the Offering, the undersigned will
be released from its obligations under this Lock-Up Letter Agreement.
The
undersigned understands that the Company and the Underwriter will proceed with the Offering in reliance on this Lock-Up Letter
Agreement.
Whether
or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
This
Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (a) the termination of the Underwriting
Agreement before the sale of any Shares to the Underwriter; or (b) _______, 2019, in the event that the Underwriting Agreement
has not been executed by that date.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter
Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement
hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representative, successors and assigns of
the undersigned.
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Very
truly yours,
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(Name)
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(Signature)
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(Name
of Signatory, in the case of entities – Please Print)
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(Title
of Signatory, in the case of entities – Please Print)
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Address:
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Exhibit 4.2
WARRANT
TO PURCHASE ORDINARY SHARES
REPRESENTED
BY AMERICAN DEPOSITARY SHARES
NANO
DIMENSION LTD.
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Number of
American Depositary Shares: _______
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Issue
Date: _________, 2019
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THIS
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “
Warrant
”) certifies that,
for value received, _____________ or its assigns (the “
Holder
”) is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “
Initial
Exercise Date
”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “
Termination Date
”),
provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter,
to subscribe for and purchase from Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “
Company
”),
up to ______ Ordinary Shares, par value 0.10 NIS per share (the “
Ordinary Share(s)
”) (as subject to adjustment
hereunder, the “
Warrant Shares
”)), represented by _____ American Depositary Shares (“
ADSs
”),
as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant (the “
Warrant ADSs
”).
The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1.
Definitions
. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“
Affiliate
”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“
Business
Day
” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a
legal holiday in the State of Israel or any day on which banking institutions in the State of New York or in the State of Israel
are authorized or required by law or other governmental action to close.
“
Commission
”
means the United States Securities and Exchange Commission.
“
Deposit
Agreement
” means the Deposit Agreement dated as of March 4, 2016, as amended, among the Company, The Bank of New York
Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.
“
Depositary
”
means The Bank of New York Mellon, as Depositary under the Deposit Agreement.
“
Exchange
Act
” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“
Offering
Price
” means the price per ADS of $___.
“
Ordinary
Share Equivalents
” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred shares, right, option, warrant
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Ordinary Shares or ADSs.
“
Person
”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“
Securities
Act
” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“
Subsidiary
”
means each subsidiary of the Company (collectively, the “
Subsidiaries
”).
“
Trading
Day
” means a day on which the principal Trading Market is open for trading.
“
Trading
Market
” means any of the following markets or exchanges on which the ADSs and/or the Ordinary Shares are listed or quoted
for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange, OTCQB, OTCQX or the Tel Aviv Stock Exchange (or any successors to any of the foregoing).
Section
2.
Exercise
.
(a)
Exercise of Warrant.
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such
other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company) and the Depositary of a duly executed facsimile copy (or .pdf copy via e-mail attachment)
of the Notice of Exercise in the form annexed hereto (the “
Notice of Exercise
”). Within the earlier of (i)
two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)
herein) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price
for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United
States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant
has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering
the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased.
The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases.
The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.
(b)
Exercise Price
. The exercise price per ADS under this Warrant shall be $___, subject to adjustment hereunder (the “
Exercise
Pric
e”).
(c)
Cashless Exercise
. If at any time after the Initial Exercise Date, there is no effective registration statement registering,
or no current prospectus available for, the issuance of the Warrant ADSs to the Holder, then this Warrant may only be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the
option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise
or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice
of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered
pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price, as adjusted hereunder; and
(X)
= the number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 2(c).
“
Bid
Price
” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs
are then listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date)
on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of ADSs so reported, or (d) in all other cases, the fair market value of one ADS as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“
VWAP
”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed
or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date)
on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the ADSs so reported, or (d) in all other cases, the fair market value of one ADS as determined
by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.
(d)
Mechanics of Exercise
.
i.
Delivery of Warrant Shares Upon Exercise
. The Company shall cause its registrar to deposit the Warrant Shares subject to
such exercise with Depositary, and cause the Depositary to credit the account of the Holder’s or its designee’s balance
account with The Depository Trust Company (or another established clearing corporation performing similar functions) through its
Deposit/Withdrawal At Custodian system (“
DWAC
”) if the Depositary is then a participant in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant ADSs to or resale of the Warrant
ADSs by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant ADSs to
which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise, by the
date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period
after the delivery to the Company of the Notice of Exercise (such date, the “
Warrant ADS Delivery Date
”) provided
that the Warrant ADS Delivery Date shall not be deemed to have occurred until such time that the Company has received the aggregate
Exercise Price. Upon delivery of the Notice of Exercise together with payment to the Company of the aggregate Exercise Price,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs. If the Company fails for any
reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant ADSs subject to such
exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to
$20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositary
that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise.
ii.
Delivery of New Warrants Upon Exercise
. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.
iii.
Rescission Rights
. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to
Section 2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise;
provided
,
however
,
that the Holder shall be required to return any Warrant ADSs or Ordinary Shares subject to any such rescinded exercise notice
concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant ADSs and the restoration
of Holder’s right to acquire such Warrant ADSs pursuant to this Warrant (including, issuance of a replacement warrant certificate
evidencing such restored right).
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise
. In addition to any other rights available
to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving
upon such exercise (a “
Buy-In
”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant ADSs that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant ADSs
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip
. No fractional Warrant ADSs shall be issued upon the exercise of this Warrant. As to any
fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price or round up to the next whole ADS.
vi.
Charges, Taxes and Expenses
. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid
by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided , however , that in the event that Warrant ADSs are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all standard Depositary fees required for same-day processing of any Notice of Exercise and all
standard fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant ADSs.
vii.
Closing of Books
. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
(e)
Holder’s Exercise Limitations
. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“
Attribution Parties
”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares held by the Holder and its Attribution Parties plus the number
of Ordinary Shares represented by ADSs issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of Ordinary Shares represented by ADSs which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole
discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares,
a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent Annual Report
on Form 20-F, Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Depositary setting forth the number of Ordinary
Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally
and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was
reported. The “ Beneficial Ownership Limitation “ shall be 4.99% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares represented by ADSs issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of the Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares represented by ADSs upon exercise of this Warrant held by the Holder and
the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective
until the sixty-first (61
st
) day after such notice is delivered to the Company. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.
(f)
TASE Exercise Limitations
. Notwithstanding the above, the Warrants may not be exercised on the Record Date (as such term
is defined under the Tel-Aviv Stock Exchange Ltd. (“
TASE
”) rules and regulations) of: (i) a distribution of
bonus shares; (ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company;
(v) a share split; or (vi) a reduction of the share capital of the Company (each of the aforementioned events, a “
Corporate
Event
”). In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) of a Corporate Event
occurs before the Record Date of a Corporate Event, then the Warrant shall not be exercised on the Ex-Date.
Section
3.
Certain Adjustments
.
(a)
Share Dividends and Splits
. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or
otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities
payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise
of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares, as applicable,
(iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of Ordinary
Shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital of the
Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable outstanding immediately after such
event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For
the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary
thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of
or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share
Equivalents, at an effective price per share less than the Exercise Price then in effect.
(b)
[RESERVED]
(c)
Subsequent Rights Offerings
. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro
rata to all record holders of any class of Ordinary Shares or ADSs (the “
Purchase Rights
”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of ADSs acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of Ordinary Shares or ADSs, as applicable, are to be determined for the grant, issue or sale of
such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares or ADSs as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
(d)
Pro Rata Distributions
. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “
Distribution
”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for
such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares or ADSs, as applicable,
are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right
to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares
or ADSs as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
(e)
Fundamental Transaction
. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary
Shares underlying ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has
been accepted by the holders of 50% or more of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs),
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more
related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization or recapitalization that requires the approval of the shareholders of the Company, spin-off or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary
Shares (including any Ordinary Shares underlying ADSs, but not including any Ordinary Shares or ADSs held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “
Fundamental Transaction
”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Ordinary Share represented by each Warrant ADS
that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option
of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital
stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “
Alternate Consideration
”) receivable as a result of such Fundamental Transaction by a holder of the number
of Ordinary Shares represented by each Warrant ADS for which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one Ordinary Share or ADS, as applicable, in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Ordinary Shares or ADSs are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “
Successor
Entity
”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the Ordinary Shares represented by each Warrant ADS acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the Ordinary Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form
and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every
right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.
(f)
Calculations
. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS,
as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a
given date shall be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs but excluding treasury
shares, if any) issued and outstanding.
(g)
Notice to Holder
.
i.
Adjustment to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment
and any resulting adjustment to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder
. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of
the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of Ordinary Shares or ADSs rights or
warrants to subscribe for or purchase any shares of share capital of any class or of any rights, (D) the approval of any shareholders
of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or
merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each
case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address
as it shall appear upon the Warrant Register of the Company, at least 5 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or
ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their
Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not
affect the validity of the corporate action required to be specified in such notice and provided, further that no notice shall
be required if the information is disseminated in a press release or document filed with the Securities and Exchange Commission
. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report
on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice
to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4.
Transfer of Warrant
.
(a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within two (2) Trading
Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if
properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant ADSs without having a new
Warrant issued.
(b)
New Warrants
. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant
thereto.
(c)
Warrant Register
. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “
Warrant Register
”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.
Section
5.
Miscellaneous
.
(a)
No Rights as Shareholder Until Exercise
. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3.
(b)
Loss, Theft, Destruction or Mutilation of Warrant
. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.
(c)
Saturdays, Sundays, Holidays, etc
. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.
(d)
Authorized Shares
.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary
Shares a sufficient number of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise
of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of issuing the Warrant Shares needed for the Depositary to issue the necessary
Warrant ADSs upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares and Warrant ADSs may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares and ADSs may be listed.
The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created
by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant ADSs above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant ADSs upon the exercise
of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under
this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in
the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.
(e)
Limitation on Certain Offerings
. From the date hereof until the earlier to occur of (i) the date that is eighteen (18)
months following the Initial Exercise Date and (ii) the date when the holders of the then-outstanding warrants issued by the Company
concurrently with this Warrant as part of the same offering (the holders of the then outstanding warrants referred to as the “
Holders
”)
collectively beneficially own less than 25% of the warrants issued in such offering (such period, the “
Restricted Period
”),
without the prior written consent of the Holders of a majority in interest of the then-outstanding warrants issued by the Company
concurrently with this Warrant as part of the same offering (collectively, the “
Majority Holders
”), which consent
shall not be unreasonably withheld, the Company shall be prohibited from: (A) effecting or entering into an agreement to effect
any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary Share Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction and (B) selling or granting any option to purchase, or selling or granting
any right to reprice, or otherwise disposing of or issuing (or announcing any offer, sale, grant or any option to purchase or
other disposition of) any ADSs, Ordinary Shares or Ordinary Share Equivalents, other than Exempted Issuances, in each case with
a purchase, exercise, exchange or conversion price less than the Offering Price (such lower price, the “
Base Share Price
”
and such issuances collectively, a “
Dilutive Issuance
”) (it being understood and agreed that (x) if the holder
of the ADSs, Ordinary Shares or Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive ADSs or Ordinary Shares at an effective price
per share that is less than the Offering Price, such issuance shall be deemed to have occurred for less than the Offering Price
on such date of the Dilutive Issuance at such effective price and (y) if the Company enters into a Variable Rate Transaction,
the Company shall be deemed to have issued ADSs, Ordinary Shares or Ordinary Share Equivalents at the lowest possible conversion
or exercise price at which such securities may be converted or exercised). “
Exempted Issuances
” means (i) grants
of options to purchase Ordinary Shares pursuant to the Company’s equity incentive plans in place from time to time, and
(ii) an issuance of securities of the Company pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith,
and provided, further, that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself
or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities. “
Variable Rate Transaction
” means a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive,
additional ADSs or Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based
upon, and/or varies with, the trading prices of or quotations for ADSs or Ordinary Shares at any time after the initial issuance
of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some
future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for ADSs or Ordinary Shares or (ii) enters into, or
effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue
securities at a future determined price. The Holder shall be entitled to obtain injunctive relief against the Company to
preclude any such issuance, which remedy shall be in addition to any right to collect damages.
(f)
Jurisdiction
. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.
(g)
Restrictions
. The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.
(h)
Nonwaiver and Expenses
. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.
(i)
Notices
. Any notices, consents, waivers or other document or communications required or permitted to be given or delivered
under the terms of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally;
(ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1)
Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If
to the Company:
Nano
Dimension Ltd.
2
Ilan Ramon
Science
Park Ness-Ziona 7403635
Attention:
Yael Sandler, Chief Financial Officer
Fax
No: 972.73.750.9421
Email:
yael@nano-di.com
With
a copy (for informational purposes only) to:
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway
New
York, NY 10019
Attention:
Oded Har-Even, Esq.
Fax
No: 212.660.3001
Email:
ohareven@zag-sw.com
If
to a Holder, to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.
(j)
Limitation of Liability
. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.
(k)
Remedies
. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
(l)
Successors and Assigns
. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant ADSs.
(m)
Amendment
. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.
(n)
Severability
. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.
(o)
Headings
. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.
NANO
DIMENSION LTD.
EXHIBIT
A
NOTICE
OF EXERCISE
TO:
NANO DIMENSION LTD.
(1)
The undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.
(2)
Payment shall take the form of (check applicable box):
☐
in
lawful money of the United States; or
☐
if
permitted, the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).
(3)
Please issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:
The
Warrant ADSs shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase Warrant ADSs.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Email
Address:
Dated:____________
_____, ______
Holder’s
Signature:
Holder’s
Address:
Exhibit 4.3
RIGHT TO PURCHASE ORDINARY SHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES
NANO DIMENSION LTD.
|
Number of American Depositary Shares: _______
|
Issue Date: _________, 2019
|
THIS RIGHT TO PURCHASE ORDINARY SHARES REPRESENTED
BY AMERICAN DEPOSITARY SHARES (the “
Right to Purchase
”) certifies that, for value received, _____________ or
its assigns (the “
Holder
”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the “
Initial Exercise Date
”) and on or prior
to 5:00 p.m. (New York time) on _____________ (the “
Termination Date
”), provided that, if such date is not a
Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase
from Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “
Company
”), up to ______
Ordinary Shares, par value 0.10 NIS per share (the “
Ordinary Share(s)
”) (as subject to adjustment hereunder,
the “
Right to Purchase Shares
”)), represented by _____ American Depositary Shares (“
ADSs
”),
as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Right to Purchase (the “
Right to Purchase
ADSs
”). The purchase price of one Right to Purchase ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1.
Definitions
. In addition
to the terms defined elsewhere in this Right to Purchase, the following terms have the meanings indicated in this Section 1:
“
Affiliate
” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“
Business Day
” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a legal holiday in the
State of Israel or any day on which banking institutions in the State of New York or in the State of Israel are authorized or required
by law or other governmental action to close.
“
Commission
” means the
United States Securities and Exchange Commission.
“
Deposit Agreement
”
means the Deposit Agreement dated as of March 4, 2016, as amended, among the Company, The Bank of New York Mellon as Depositary
and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.
“
Depositary
”
means The Bank of New York Mellon, as Depositary under the Deposit Agreement.
“
Exchange Act
” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“
Offering Price
” means
the price per ADS of $___.
“
Ordinary Share Equivalents
”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary
Shares or ADSs, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares
or ADSs.
“
Person
” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“
Securities Act
” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“
Subsidiary
”
means each subsidiary of the Company (collectively, the “
Subsidiaries
”).
“
Trading Day
” means a
day on which the principal Trading Market is open for trading.
“
Trading Market
” means
any of the following markets or exchanges on which the ADSs and/or the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, OTCQB, OTCQX or the Tel Aviv Stock Exchange (or any successors to any of the foregoing).
Section 2.
Exercise
.
(a)
Exercise of Right to Purchase.
Exercise
of the purchase rights represented by this Right to Purchase may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of
the Company) and the Depositary of a duly executed facsimile copy (or .pdf copy via e-mail attachment) of the Notice of Exercise
in the form annexed hereto (the “
Notice of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date
of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price for the Right to Purchase
ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless
the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Right to Purchase to the Company until the Holder has purchased all of the Right to Purchase ADSs available hereunder and
the Right to Purchase has been exercised in full, in which case, the Holder shall surrender this Right to Purchase to the Company
for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial
exercises of this Right to Purchase resulting in purchases of a portion of the total number of Right to Purchase ADSs available
hereunder shall have the effect of lowering the outstanding number of Right to Purchase ADSs purchasable hereunder in an amount
equal to the applicable number of Right to Purchase ADSs purchased. The Holder and the Company shall maintain records showing the
number of Right to Purchase ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Right to
Purchase, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the
Right to Purchase ADSs hereunder, the number of Right to Purchase ADSs available for purchase hereunder at any given time may be
less than the amount stated on the face hereof.
(b)
Exercise Price
. The exercise price
per ADS under this Right to Purchase shall be $___, subject to adjustment hereunder (the “
Exercise Pric
e”).
(c)
Cashless Exercise
. If at any time
after the Initial Exercise Date, there is no effective registration statement registering, or no current prospectus available for,
the issuance of the Right to Purchase ADSs to the Holder, then this Right to Purchase may only be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Right to
Purchase ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant
to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on
a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day
immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the ADSs on the principal Trading Market
as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice
of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a)
hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading
hours” on such Trading Day;
(B) = the Exercise Price, as adjusted hereunder; and
(X) = the number of Right to Purchase ADSs that would be issuable
upon exercise of this Right to Purchase in accordance with the terms of this Right to Purchase if such exercise were by means of
a cash exercise rather than a cashless exercise.
If Right to Purchase ADSs are issued in such a cashless exercise,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Right to Purchase ADSs shall
take on the registered characteristics of the Rights to Purchase being exercised. The Company agrees not to take any position contrary
to this Section 2(c).
“
Bid Price
” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on
a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on which
the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for
such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets Group,
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share
of ADSs so reported, or (d) in all other cases, the fair market value of one ADS as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
“
VWAP
” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on a Trading
Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market
on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of the ADSs so reported, or (d) in all other cases, the fair market value of one ADS as determined by an independent appraiser
selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.
(d)
Mechanics of Exercise
.
i.
Delivery of Right to Purchase Shares
Upon Exercise
. The Company shall cause its registrar to deposit the Right to Purchase Shares subject to such exercise with
Depositary, and cause the Depositary to credit the account of the Holder’s or its designee’s balance account with The
Depository Trust Company (or another established clearing corporation performing similar functions) through its Deposit/Withdrawal
At Custodian system (“
DWAC
”) if the Depositary is then a participant in such system and either (A) there is
an effective registration statement permitting the issuance of the Right to Purchase ADSs to or resale of the Right to Purchase
ADSs by the Holder or (B) this Right to Purchase is being exercised via cashless exercise, and otherwise by physical delivery of
a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Right
to Purchase ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice
of Exercise, by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “
Right to Purchase ADS Delivery
Date
”) provided that the Right to Purchase ADS Delivery Date shall not be deemed to have occurred until such time that
the Company has received the aggregate Exercise Price. Upon delivery of the Notice of Exercise together with payment to the Company
of the aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the
Right to Purchase ADSs with respect to which this Right to Purchase has been exercised, irrespective of the date of delivery of
the Right to Purchase ADSs. If the Company fails for any reason to deliver to the Holder the Right to Purchase ADSs subject to
a Notice of Exercise by the Right to Purchase ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Right to Purchase ADSs subject to such exercise (based on the VWAP of the ADSs on the
date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after
such liquidated damages begin to accrue) for each Trading Day after such Right to Purchase ADS Delivery Date until such Right to
Purchase ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositary that is a participant
in the FAST program so long as this Right to Purchase remains outstanding and exercisable. As used herein, “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading
Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise.
ii.
Delivery of New Rights to Purchase
Upon Exercise
. If this Right to Purchase shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Right to Purchase certificate, at the time of delivery of the Right to Purchase ADSs, deliver to the Holder
a new Right to Purchase evidencing the rights of the Holder to purchase the unpurchased Right to Purchase ADSs called for by this
Right to Purchase, which new Right to Purchase shall in all other respects be identical with this Right to Purchase.
iii.
Rescission Rights
. If the Company
fails to cause the Depositary to transmit to the Holder the Right to Purchase ADSs pursuant to Section 2(d)(i) by the Right to
Purchase ADS Delivery Date, then the Holder will have the right to rescind such exercise;
provided
,
however
,
that the Holder shall be required to return any Right to Purchase ADSs or Ordinary Shares subject to any such rescinded exercise
notice concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Right to Purchase ADSs
and the restoration of Holder’s right to acquire such Right to Purchase ADSs pursuant to this Right to Purchase (including,
issuance of a replacement Right to Purchase certificate evidencing such restored right).
iv.
Compensation for Buy-In on Failure
to Timely Deliver Right to Purchase ADSs Upon Exercise
. In addition to any other rights available to the Holder, if the Company
fails to cause the Depositary to deliver to the Holder the Right to Purchase ADSs in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Right to Purchase ADS Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Right to Purchase ADSs which the Holder anticipated receiving
upon such exercise (a “
Buy-In
”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y)
the amount obtained by multiplying (1) the number of Right to Purchase ADSs that the Company was required to deliver to the Holder
in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Right to Purchase and equivalent number of Right
to Purchase ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A)
of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver ADSs upon exercise of the Right to Purchase as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip
.
No fractional Right to Purchase ADSs shall be issued upon the exercise of this Right to Purchase. As to any fraction of an ADS
which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to
the next whole ADS.
vi.
Charges, Taxes and Expenses
.
Issuance of Right to Purchase ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Right to Purchase ADSs, all of which taxes and expenses shall be paid by the Company,
and such Right to Purchase ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided , however , that in the event that Right to Purchase ADSs are to be issued in a name other than the name of the Holder,
this Right to Purchase when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all standard Depositary fees required for same-day processing of any Notice of Exercise
and all standard fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Right to Purchase ADSs.
vii.
Closing of Books
. The Company
will not close its shareholder books or records in any manner which prevents the timely exercise of this Right to Purchase, pursuant
to the terms hereof.
(e)
Holder’s Exercise Limitations
.
The Company shall not effect any exercise of this Right to Purchase, and a Holder shall not have the right to exercise any portion
of this Right to Purchase, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “
Attribution Parties
”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of Ordinary Shares held by the Holder and its Attribution Parties plus the number of Ordinary Shares represented by ADSs issuable
upon exercise of this Right to Purchase with respect to which such determination is being made, but shall exclude the number of
Ordinary Shares represented by ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Right
to Purchase beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of
the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary
Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination
of whether this Right to Purchase is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Right to Purchase is exercisable shall be in the sole discretion of the Holder,
and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Right to Purchase
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of
which portion of this Right to Purchase is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may
rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent Annual Report on Form 20-F,
Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Depositary setting forth the number of Ordinary Shares
outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing
to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Right to Purchase, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving
effect to the issuance of Ordinary Shares represented by ADSs issuable upon exercise of this Right to Purchase. The Holder, upon
notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of the Ordinary Shares outstanding immediately after
giving effect to the issuance of Ordinary Shares represented by ADSs upon exercise of this Right to Purchase held by the Holder
and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be
effective until the sixty-first (61
st
) day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Right to Purchase.
(f)
TASE Exercise
Limitations
. Notwithstanding the above, the Rights to Purchase may not be exercised on the Record Date (as such term is defined
under the Tel-Aviv Stock Exchange Ltd. (“
TASE
”) rules and regulations) of: (i) a distribution of bonus shares;
(ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share
split; or (vi) a reduction of the share capital of the Company (each of the aforementioned events, a “
Corporate Event
”).
In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) of a Corporate Event occurs before the
Record Date of a Corporate Event, then the Right to Purchase shall not be exercised on the Ex-Date.
Section 3.
Certain Adjustments
.
(a)
Share Dividends and Splits
. If
the Company, at any time while this Right to Purchase is outstanding: (i) pays a share dividend or otherwise makes a distribution
or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares
or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Right to Purchase),
as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares, as applicable, (iii) combines
(including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of Ordinary Shares or ADSs,
as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital of the Company, as applicable,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares
or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of Ordinary Shares or ADSs, as applicable outstanding immediately after such event, and the number of shares
issuable upon exercise of this Right to Purchase shall be proportionately adjusted such that the aggregate Exercise Price of this
Right to Purchase shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately
after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes
of clarification, the Exercise Price of this Right to Purchase will not be adjusted in the event that the Company or any Subsidiary
thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of
or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share
Equivalents, at an effective price per share less than the Exercise Price then in effect.
(b)
[RESERVED]
(c)
Subsequent Rights Offerings
. In
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Ordinary Share
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to all record holders of any class of
Ordinary Shares or ADSs (the “
Purchase Rights
”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of ADSs acquirable upon complete exercise of this Right to Purchase (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary
Shares or ADSs, as applicable, are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to
the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such Ordinary Shares or ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).
(d)
Pro Rata Distributions
. During
such time as this Right to Purchase is outstanding, if the Company shall declare or make any dividend or other distribution of
its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “
Distribution
”), at any time
after the issuance of this Right to Purchase, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of ADSs acquirable upon complete
exercise of this Right to Purchase (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of Ordinary Shares or ADSs, as applicable, are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to
such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
(e)
Fundamental Transaction
. If, at
any time while this Right to Purchase is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary Shares underlying
ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), (iv) the Company, directly
or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary
Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other
securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization or recapitalization
that requires the approval of the shareholders of the Company, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (including any Ordinary
Shares underlying ADSs, but not including any Ordinary Shares or ADSs held by the other Person or other Persons making or party
to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “
Fundamental Transaction
”), then, upon any subsequent exercise of this Right to Purchase,
the Holder shall have the right to receive, for each Ordinary Share represented by each Right to Purchase ADS that would have been
issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Right to Purchase), the number of shares of capital stock of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
“
Alternate Consideration
”) receivable as a result of such Fundamental Transaction by a holder of the number
of Ordinary Shares represented by each Right to Purchase ADS for which this Right to Purchase is exercisable immediately prior
to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Right to Purchase). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share or ADS, as applicable, in
such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares
or ADSs are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Right to Purchase following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “
Successor Entity
”) to assume in writing all of the obligations of the Company under this
Right to Purchase and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Right to Purchase a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Right to Purchase which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary
Shares represented by each Right to Purchase ADS acquirable and receivable upon exercise of this Right to Purchase (without regard
to any limitations on the exercise of this Right to Purchase) prior to such Fundamental Transaction, and with an exercise price
which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary
Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such exercise price being for the purpose of protecting the economic value of this Right to Purchase immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Right to Purchase and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the Company under this Right to Purchase and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein.
(f)
Calculations
. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposes of this
Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (including Ordinary Shares underlying ADSs but excluding treasury shares, if any) issued and outstanding.
(g)
Notice to Holder
.
i.
Adjustment to Exercise Price
.
Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the
Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Right to Purchase ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder
.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company shall
authorize the granting to all holders of Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of
share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares
are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Right to Purchase Register of
the Company, at least 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice and provided, further that no notice shall be required if the information is disseminated in a press
release or document filed with the Securities and Exchange Commission . To the extent that any notice provided in this Right to
Purchase constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to
exercise this Right to Purchase during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.
Section 4.
Transfer of Right to Purchase
.
(a) Transferability. This Right to Purchase
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Right to Purchase at the principal office of the Company or its designated agent, together with a written assignment of
this Right to Purchase substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Right to Purchase or Rights to Purchase in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor
a new Right to Purchase evidencing the portion of this Right to Purchase not so assigned, and this Right to Purchase shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Right
to Purchase to the Company unless the Holder has assigned this Right to Purchase in full, in which case, the Holder shall surrender
this Right to Purchase to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to
the Company assigning this Right to Purchase in full. The Right to Purchase, if properly assigned in accordance herewith, may be
exercised by a new holder for the purchase of Right to Purchase ADSs without having a new Right to Purchase issued.
(b)
New Rights to Purchase
. This Right
to Purchase may be divided or combined with other Rights to Purchase upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Rights to Purchase are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Right to Purchase or Rights to Purchase in exchange for the
Right to Purchase or Rights to Purchase to be divided or combined in accordance with such notice. All Rights to Purchase issued
on transfers or exchanges shall be dated the Issue Date of this Right to Purchase and shall be identical with this Right to Purchase
except as to the number of Right to Purchase ADSs issuable pursuant thereto.
(c)
Right to Purchase Register
. The
Company shall register this Right to Purchase, upon records to be maintained by the Company for that purpose (the “
Right
to Purchase Register
”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Right to Purchase as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.
Section 5.
Miscellaneous
.
(a)
No Rights as Shareholder Until Exercise
.
This Right to Purchase does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company
prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
(b)
Loss, Theft, Destruction or Mutilation
of Right to Purchase
. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Right to Purchase or any stock certificate relating to the Right to Purchase ADSs,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Right
to Purchase, shall not include the posting of any bond), and upon surrender and cancellation of such Right to Purchase or stock
certificate, if mutilated, the Company will make and deliver a new Right to Purchase or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Right to Purchase or stock certificate.
(c)
Saturdays, Sundays, Holidays, etc
.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
(d)
Authorized Shares
.
The Company covenants that, during the period the Right to Purchase
is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number of shares to provide for the
issuance of the Right to Purchase ADSs and underlying Ordinary Shares upon the exercise of any purchase rights under this Right
to Purchase. The Company further covenants that its issuance of this Right to Purchase shall constitute full authority to its officers
who are charged with the duty of issuing the Right to Purchase Shares needed for the Depositary to issue the necessary Right to
Purchase ADSs upon the exercise of the purchase rights under this Right to Purchase. The Company will take all such reasonable
action as may be necessary to assure that such Right to Purchase Shares and Right to Purchase ADSs may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares
and ADSs may be listed. The Company covenants that all Right to Purchase Shares which may be issued upon the exercise of the purchase
rights represented by this Right to Purchase will, upon exercise of the purchase rights represented by this Right to Purchase and
payment for such Right to Purchase ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented to by the Holder,
the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Right to Purchase, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights
of Holder as set forth in this Right to Purchase against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Right to Purchase ADSs above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Right to Purchase ADSs upon the exercise of this Right to Purchase and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Right to Purchase.
Before taking any action which would result in an adjustment
in the number of Right to Purchase ADSs for which this Right to Purchase is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof.
(e)
Limitation on Certain Offerings
.
From the date hereof until the earlier to occur of (i) the date that this Right to Purchase is no longer outstanding and (ii)
the date when the holders of the then-outstanding Rights to Purchase issued by the Company concurrently with this Right to Purchase
as part of the same offering (the holders of the then outstanding Rights to Purchase referred to as the “Holders”)
collectively beneficially own less than 25% of the Rights to Purchase issued in such offering (such period, the “
Restricted
Period
”), without the prior written consent of the Holders of a majority in interest of the then-outstanding Rights
to Purchase issued by the Company concurrently with this Right to Purchase as part of the same offering (collectively, the “
Majority
Holders
”), which consent shall not be unreasonably withheld, the Company shall be prohibited from: (A) effecting or
entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary
Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction and (B) selling or granting any option
to purchase, or selling or granting any right to reprice, or otherwise disposing of or issuing (or announcing any offer, sale,
grant or any option to purchase or other disposition of) any ADSs, Ordinary Shares or Ordinary Share Equivalents, other than Exempted
Issuances, in each case with a purchase, exercise, exchange or conversion price less than the Offering Price (such lower
price, the “
Base Share Price
” and such issuances collectively, a “
Dilutive Issuance
”) (it
being understood and agreed that (x) if the holder of the ADSs, Ordinary Shares or Ordinary Share Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive ADSs or Ordinary Shares at an effective price per share that is less than the Offering Price, such issuance shall be deemed
to have occurred for less than the Offering Price on such date of the Dilutive Issuance at such effective price and (y) if the
Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued ADSs, Ordinary Shares or Ordinary
Share Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised).
“
Exempted Issuances
” means (i) grants of options to purchase Ordinary Shares pursuant to the Company’s
equity incentive plans in place from time to time, and (ii) an issuance of securities of the Company pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith, and provided, further, that any such issuance shall only be
to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in
addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities. “
Variable
Rate Transaction
” means a transaction in which the Company (i) issues or sells any debt or equity securities that are
convertible into, exchangeable or exercisable for, or include the right to receive, additional ADSs or Ordinary Shares either
(A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading
prices of or quotations for ADSs or Ordinary Shares at any time after the initial issuance of such debt or equity securities or
(B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance
of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for ADSs or Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.
The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall
be in addition to any right to collect damages.
(f)
Jurisdiction
. All questions concerning
the construction, validity, enforcement and interpretation of this Right to Purchase shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Right to Purchase (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an
action, suit or proceeding to enforce any provisions of this Right to Purchase, the prevailing party in such action, suit or proceeding
shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.
(g)
Restrictions
. The Holder acknowledges
that the Right to Purchase ADSs acquired upon the exercise of this Right to Purchase, if not registered and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
(h)
Nonwaiver and Expenses
. No course
of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate
on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Right to Purchase, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.
(i)
Notices
. Any notices, consents,
waivers or other document or communications required or permitted to be given or delivered under the terms of this Right to Purchase
must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise)
by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail
server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Trading
Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party
to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If to the Company:
Nano Dimension Ltd.
2 Ilan Ramon
Science Park Ness-Ziona 7403635
Attention: Yael Sandler, Chief Financial Officer
Fax No: 972.73.750.9421
Email: yael@nano-di.com
With a copy (for informational purposes only) to:
Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP
1633 Broadway
New York, NY 10019
Attention: Oded Har-Even, Esq.
Fax No: 212.660.3001
Email: ohareven@zag-sw.com
If to a Holder, to its address, facsimile number or e-mail address
set forth herein or on the books and records of the Company.
(j)
Limitation of Liability
. No provision
hereof, in the absence of any affirmative action by the Holder to exercise this Right to Purchase Right to Purchase ADSs, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price
of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
(k)
Remedies
. The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Right to Purchase. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Right to Purchase and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.
(l)
Successors and Assigns
. Subject
to applicable securities laws, this Right to Purchase and the rights and obligations evidenced hereby shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Right to Purchase are intended to be for the benefit of any Holder from time to time of this Right to Purchase
and shall be enforceable by the Holder or holder of Right to Purchase ADSs.
(m)
Amendment
. This Right to Purchase
may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
(n)
Severability
. Wherever possible,
each provision of this Right to Purchase shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Right to Purchase shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Right to Purchase.
(o)
Headings
. The headings used in
this Right to Purchase are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Right
to Purchase.
(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused
this Right to Purchase to be executed by its officer thereunto duly authorized as of the date first above indicated.
NANO DIMENSION LTD.
Name:
Title:
EXHIBIT A
NOTICE OF EXERCISE
TO: NANO DIMENSION LTD.
(1) The undersigned hereby elects to purchase ________ Right
to Purchase ADSs of the Company pursuant to the terms of the attached Right to Purchase (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted, the cancellation of such number of Right to
Purchase ADSs as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Right to Purchase
with respect to the maximum number of Right to Purchase Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).
(3) Please issue said Right to Purchase ADSs in the name of
the undersigned or in such other name as is specified below:
The Right to Purchase ADSs shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Right to Purchase, execute this form
and supply required information. Do not use this form to purchase Right to Purchase ADSs.)
FOR VALUE RECEIVED, the foregoing Right to Purchase and all
rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
(Please Print)
Phone Number:
Email Address:
Dated:____________ _____, ______
Holder’s
Signature:
Holder’s
Address:
