As filed with the Securities and Exchange
Commission on September 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Nano Dimension Ltd.
(Exact name of Registrant as specified in its charter)
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Israel
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2 Ilan Ramon
Ness Ziona
7403635 Israel
+972-73-7509142
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Nano Dimension USA Inc.
13798 NW 4th Street, Suite 315, Sunrise, FL 33325
Tel: (408) 824-8242
(Name, Address, and Telephone Number of Agent
for Service)
Copies to:
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Oded Har-Even, Esq.
David Huberman, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000
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Reut Alfiah, Adv.
Sullivan & Worcester Israel (Har-Even
& Co.)
HaArba’a Towers - 28 HaArba’a
St.
North Tower, 35th floor
Tel-Aviv, Israel 6473925
Tel: +972.74.758.0480
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Approximate date of
commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. ☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☒ 333-237668
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term
“new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
Title of each class of
securities to be registered
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Amount To Be Registered
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Proposed Maximum Offering Price Per Unit (2)
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Proposed Maximum Aggregate Offering Price (2)(3)
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Amount of Registration Fee
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Ordinary Shares, par value NIS 5.00 per share, represented by American Depositary Shares (1)
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(4)
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(4)
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$
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2,820,000
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$
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366.04
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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 one Ordinary Share. A separate Registration
Statement on Form F-6 (Registration No. 333-230728) has been filed for the registration of ADSs issuable upon deposit of the Ordinary
Shares.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”). The registrant previously registered an aggregate of $50,000,000 of its securities on a Registration
Statement on Form F-3 (File No. 333-237668) declared effective by the Securities and Exchange Commission on May 19, 2020. In accordance
with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate
offering price of $2,820,000 is hereby registered.
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(3)
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Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
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(4)
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Omitted pursuant to Rule
457(o) under the Securities Act.
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This Registration
Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities
Act”) and General Instruction IV of Form F-3. The contents of the Registration Statement on Form F-3 (File No. 333-237668),
filed by Nano Dimension Ltd. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act, which was declared effective by the Commission on May 19, 2020, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the city of Ness Ziona, State of Israel, on September 30, 2020.
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NANO DIMENSION LTD.
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By:
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/s/ Yoav Stern
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Yoav Stern
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Chief Executive Officer
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Pursuant to the requirements
of the Securities Act, as amended, this Registration Statement has been signed below 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/ Yoav Stern
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President, Chief Executive Officer
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September 30, 2020
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Yoav Stern
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(Principal Executive Officer)
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/s/ Yael Sandler
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Chief Financial Officer
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September 30, 2020
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Yael Sandler
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(Principal Financial and Accounting Officer)
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*
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Director, Chairman of the Board of Directors
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September 30, 2020
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Ofir Baharav
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*
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Director
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September 30, 2020
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Simon Anthony-Fried
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*
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Director
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September 30, 2020
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Amit Dror
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*
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Director
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September 30, 2020
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Yaron Eitan
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*
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Director
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September 30, 2020
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Roni Kleinfeld
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Director
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September 30, 2020
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Christopher Moran
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*
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Director
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September 30, 2020
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Nira Poran
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* By: /s/ Yoav Stern
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September 30, 2020
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Name: Yoav Stern
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, Nano Dimension USA Inc., the duly authorized representative in the United States of Nano
Dimension Ltd., has signed this registration statement on September 30, 2020.
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Nano Dimension USA Inc.
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/s/ Yoav Stern
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Yoav Stern, CEO
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3
Exhibit 5.1
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Sullivan
Israel (Har-Even & Co.)
28 HaArba’a St. HaArba’a
Towers North Tower, 35th Floor
Tel-Aviv, Israel
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+972-74-758-0480
sullivanlaw.com
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September
30, 2020
Nano Dimension Ltd.
2 Ilan Ramon St.
Ness Ziona, 7403635, Israel
Re: Registration Statement on Form
F-3
Ladies and Gentlemen,
This opinion is furnished to you in connection
with a Registration Statement on a Form F-3 (the “ Registration Statement”) being filed by Nano Dimension
Ltd., an Israeli corporation (the “Company”), with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale, from time to time,
by the Company of up to an additional aggregate amount of $2,820,000 of American Depositary Shares (“ADSs”),
each representing one ordinary share, par value NIS 5.00 per share, of the Company (the “Ordinary Shares,” and
together with the ADSs, the “Securities”), which registration statement incorporates by reference the contents
of the registration statement on Form F-3 (File No. 333- 237668) (together, the “Registration Statements”),
all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
We have examined signed copies of the Registration
Statements and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us
by the Company, the articles of association of the Company, as amended to date (the “Articles”), and
such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth. We also attended
meetings of the Board of Directors of the Company and relied on the resolutions passed in such meetings.
In our examination of the foregoing documents,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and
the legal competence of all signatories to such documents. Other than such examination and our examination of the documents
indicated above, we have made no other examination in connection with this opinion.
We are members of the Israel Bar and we
express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel and have not, for the
purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than Israel. This opinion is
expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other
matters. In addition, we render no opinion in relation to any representation made or given in the Registration Statements.
Based upon and subject to the foregoing,
we are of the opinion that when (i) specifically authorized for issuance by the Company’s Board of Directors (the “Authorizing
Resolutions”); (ii) the Registration Statement has become effective under the Securities Act; (iii) if necessary, an
appropriate prospectus supplement with respect to the Securities has been prepared, filed and delivered in compliance with the
Securities Act and the applicable rules promulgated thereunder; (iv) the terms of the sale of the Securities have been duly established
in conformity with the Articles and do not violate any applicable law or result in a default under or breach of any agreement or
instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; (v) the Securities have been issued and sold as contemplated by the Registration Statement and any
prospectus supplement, if applicable; and (vi) the Company has received the consideration provided for in the Authorizing Resolutions
and such consideration is not less than the par value of the Ordinary Shares, the Ordinary Shares will be validly issued,
fully paid and nonassessable.
The opinions set forth herein are rendered
as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter
come to our attention or any changes in the law which may hereafter occur. This opinion is intended solely for the benefit and
use of the Company, and is not to be used, released, quoted or relied upon by anyone else for any purpose (other than as required
by law) without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and the references to this firm in the section of the Registration Statement entitled “Legal Matters”. In
giving this consent we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities
Act.
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Very truly yours,
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/s/ Sullivan & Worcester Israel (Har-Even & Co.)
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Sullivan & Worcester Israel (Har-Even & Co.)
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