As filed with the Securities and Exchange Commission on November 27, 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)

 

Israel   Not Applicable
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

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:

 

Oded Har-Even, Esq.

David Huberman, Esq.

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10019

Tel: 212.660.3000

Reut Alfiah, Adv.

Sullivan & Worcester Tel-Aviv (Har-Even & Co.)

HaArba’a Towers - 28 HaArba’a St.

North Tower, 35th floor

Tel-Aviv, Israel 6473925

Tel: +972.74.758.0480

 

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. 333-249559

 

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
  Amount To Be Registered      Proposed Maximum Offering Price Per Unit (2)     Proposed Maximum Aggregate Offering Price (2)(3)     Amount of Registration Fee  
Ordinary Shares, par value NIS 5.00 per share, represented by American Depositary Shares (1)              (4)              (4)   $ 9,966,800     $ 1,087.38  

 

(1) 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.

 

(2) 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 $200,000,000 of its securities on a Registration Statement on Form F-3 (File No. 333-249559) declared effective by the Securities and Exchange Commission on October 26, 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 $9,966,800 is hereby registered.

 

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

 

(4) Omitted pursuant to Rule 457(o) under the Securities Act.

  

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. 333-249559), 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 October 26, 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

 

Exhibit Number   Description
5.1*   Opinion of Sullivan & Worcester Tel-Aviv (Har-Even & Co.)
     
23.1*   Consent of Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm.
     
23.2*   Consent of Sullivan & Worcester Tel-Aviv (Har-Even & Co.) (included in Exhibit 5.1).
     
24   Power of Attorney (included in the signature page of the Registration Statement on Form F-3 of Nano Dimension Ltd. (File No. 333-249559)).

 

* Filed herewith.

  

1

 

 

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 November 27, 2020.

 

  NANO DIMENSION LTD.
   
  By: /s/ Yoav Stern
    Yoav Stern
    Chief Executive Officer

 

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:

 

Signature   Title   Date
         
/s/ Yoav Stern   President, Chief Executive Officer   November 27, 2020
Yoav Stern   (Principal Executive Officer)    
         
/s/ Yael Sandler   Chief Financial Officer   November 27, 2020
Yael Sandler   (Principal Financial and Accounting Officer)    
         
*   Director, Chairman of the Board of Directors   November 27, 2020
Ofir Baharav        
         
*   Director   November 27, 2020
Simon Anthony-Fried        
         
  Director   November 27, 2020
Amit Dror         
         
*   Director   November 27, 2020
Yaron Eitan        
         
*   Director   November 27, 2020
Roni Kleinfeld         
         
    Director   November 27, 2020
Christopher Moran         
         
*   Director   November 27, 2020
Nira Poran        

 

 

* By: /s/ Yoav Stern       November 27, 2020

Name: Yoav Stern

Attorney-in-fact

       

 

2

 

 

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 November 27, 2020.

 

  Nano Dimension USA Inc.
   
  /s/ Yoav Stern
  Yoav Stern, CEO

 

 

3

 

Exhibit 5.1

 

Sullivan Tel-Aviv (Har-Even & Co.)

28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor

Tel-Aviv, Israel

 

+972-74-758-0480

sullivanlaw.com

 

November 27, 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 $9,966,800 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. 333-249559) (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.

 

  Very truly yours,
   
  /s/ Sullivan & Worcester Tel-Aviv (Har-Even & Co.)
  Sullivan & Worcester Tel-Aviv (Har-Even & Co.)

 

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

 

Nano Dimension Ltd.:

 

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

 

Our report dated March 9, 2020, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has a lack of sufficient resources, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

 

Our report refers to a change in the method of accounting for leases.

 

/s/ Somekh Chaikin  

Certified Public Accountants (Israel)

Member Firm of KMPG International

 

Tel Aviv, Israel

November 27, 2020