Registration of Additional Securities (up to 20%, Foreign Issuer) (f-1mef)
September 26 2016 - 6:24PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 26, 2016
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 No.)
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2 Ilan Ramon
Ness Ziona, 7403635
Israel
+972-073-7509142
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Zysman,
Aharoni, Gayer &
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Tel:
212.660.3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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Oded
Har-Even, Esq.
Howard
E. Berkenblit, Esq.
Shy
Baranov, Esq.
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Joseph
Shem-Tov
Glusman & Co.
55
Yigal Alon St.,
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Darrick
M. Mix, Esq.
Jonathan S. Cohen, Esq.
Duane Morris LLP
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Zysman,
Aharoni, Gayer and
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Tel:
(212) 660-5000
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Ashdar
2000 Building 1
st
Fl.,
Tel-Aviv, Israel 6789115
Tel: +972.3.691.8686
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30
S 17th Street
Philadelphia,
Pennsylvania 19103
Tel:
215.979.1000
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Approximate
date of commencement of proposed sale to the public:
As soon as practicable after effectiveness of this registration statement.
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. ☒ 333-213372
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. ☐
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)
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Amount of
Registration
Fee
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Ordinary Shares, par value NIS 0.1 per share, represented by American Depositary Shares
(3)
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$
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1,178,750
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$
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119
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(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
The registrant previously registered an aggregate of $12,650,000 of its securities on a Registration Statement on Form F-1 (File
No. 333-213372) declared effective by the Securities and Exchange Commission on September 26, 2016. In accordance with Rule 462(b)
promulgated under the Securities Act of 1933, an additional amount of securities having a proposed maximum aggregate offering
price of $1,178,750 is hereby registered.
(2)
Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s
securities that become issuable by reason of any stock splits, stock dividends, or similar transactions.
(3)
American Depositary Shares, or ADSs, issuable upon deposit of ordinary shares registered hereby are registered under a separate
registration statement on Form F-6 (Registration No. 333- 204797). Each ADS represents five (5) ordinary shares.
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 V of Form F-1. The contents of the Registration Statement on Form F-1, as amended (File No.
333-213372), including the exhibits thereto, 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 September 26, 2016, are incorporated by reference
into this Registration Statement.
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 September 26, 2016.
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NANO
DIMENSION LTD.
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By:
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/s/
Amit Dror
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Name:
Amit Dror
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Title:
Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/
Yael Sandler
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Name:
Yael Sandler
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Title:
Vice President of Finance
(Principal Financial and Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on September
26, 2016 in the capacities 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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September
26, 2016
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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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Vice
President of Finance
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September
26, 2016
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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
26, 2016
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Itschak
Shrem
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*
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Director
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September
26, 2016
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Simon
Anthony-Fried
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*
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Director
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September
26, 2016
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Ofir
Baharav
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*
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Director
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September
26, 2016
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Irit
Ben-Ami
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*
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Director
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September
26, 2016
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Dagi
Shahar Ben-Noon
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*
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Director
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September
26, 2016
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Sharon
Fima
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*
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Director
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September
26, 2016
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Roni
Kleinfeld
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*
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Director
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September
26, 2016
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Abraham
Nahmias
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*
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Director
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September
26, 2016
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Zvi
Yemini
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*
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Director
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September
26, 2016
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Yoel
Yogev
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*
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Director
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September
26, 2016
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Eli
Yoresh
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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 requirements of the Securities Act of 1933, as amended, the undersigned, Zysman, Aharoni, Gayer & Sullivan & Worcester
LLP, the duly authorized representative in the United States of Nano Dimension Ltd., has signed this registration statement on
September 26, 2016.
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By:
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/s/
ZYSMAN, AHARONI, GAYER AND SULLIVAN & WORCESTER LLP
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Index
of Exhibits
Exhibit
Number
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Exhibit Description
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5.1
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Opinion
of Glusman & Co. (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form F-1, as amended (File
No. 333-213372), initially filed by the Registrant on August 29, 2016 and declared effective by the Securities and Exchange
Commission on September 26, 2016).
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23.1
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Consent
of Somekh Chaikin, (Member Firm of KPMG International).
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23.2
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Consent
of Glusman & Co (included in Exhibit 5.1).
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24.1
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Power
of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1, as amended (File No. 333-213372),
initially filed by the Registrant on August 29, 2016 and declared effective by the Securities and Exchange Commission on September
26, 2016).
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