SEC Info - Nano Dimension Ltd. - ‘F-3’ on 9/23/19

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		Alternative Formats (Word, et al.) About This Offering About This Prospectus Capitalization Enforceability of Civil Liabilities Expenses Experts Incorporation of Certain Information by Reference Legal Matters Note Regarding Forward-Looking Statements Our Company Plan of Distribution Power of Attorney (included on signature page) Risk Factors Selling Shareholders Use of Proceeds Where You Can Find Additional Information
1	1st Page – Filing Submission
"	About This Prospectus
"	Our Company
"	About This Offering
"	Risk Factors
"	Note Regarding Forward-Looking Statements
"	Capitalization
"	Use of Proceeds
"	Selling Shareholders
"	Plan of Distribution
"	Legal Matters
"	Experts
"	Expenses
"	Incorporation of Certain Information by Reference
"	Where You Can Find Additional Information
"	Enforceability of Civil Liabilities
"	Power of Attorney (included on signature page)

Amit Dror
Chief Executive Officer
+972.073.7509142
2 Ilan Ramon
Ness Ziona 7403635 Israel

Nano Dimension USA Inc.
3671 Enochs Street, Santa Clara CA 95051
Tel: 408.824.8242

Approximate date of commencement of proposed sale to the public: From time to time 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. ☐

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.

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.

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 this Registration Statement shall become effective on such date as the Securities and Exchange 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 securities and it is not soliciting an offer to buy securities in any state where the offer or sale is not permitted.

The selling shareholders identified in this prospectus may offer from time to time up to 37,109,787 American Depositary Shares, or ADSs, upon the conversion of $4,276,227 of convertible promissory notes into up to 24,576,017 ADSs and the exercise of warrants to purchase up to an aggregate of 12,533,770 ADSs.

This prospectus describes the general manner in which the ADSs may be offered and sold by the selling shareholders. If necessary, the specific manner in which the shares may be offered and sold will be described in a supplement to this prospectus.

While we will not receive any proceeds from the sale of the shares by the selling shareholders, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or approximately $4,543,491 based on an exercise price of $0.3625 per ADS, if all warrants are exercised. See “Use of Proceeds.”

The ADSs, each representing five of our Ordinary Shares, evidenced by American Depositary Receipts, are traded on the Nasdaq Capital Market under the symbol “NNDM.” On September 20, 2019, the last reported sale price of our ADSs was $0.3299 per ADS.

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.

AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state or other 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.

You should rely only on the information contained in this prospectus, including information incorporated by reference herein, and any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the selling shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to purchase, the ADSs offered by this prospectus and any prospectus supplement in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. 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 the ADSs.

For investors outside of the United States: Neither we nor any of the selling shareholders 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,” and the “Company” 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.

ABOUT THIS PROSPECTUS

This prospectus describes the general manner in which the selling shareholders identified in this prospectus may offer from time to time up to 37,109,787 ADSs issuable upon the conversion of convertible promissory notes and the exercise of warrants. If necessary, the specific manner in which the ADSs may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.

OUR COMPANY

We are a leading additive electronics provider. We believe our flagship proprietary DragonFly Pro system is the first and only precision system that produces professional multilayer circuit-boards (PCB), radio frequency (RF) antennas, sensors, conductive geometries, 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 Tel Aviv Stock Exchange, or TASE, and Nasdaq, and through September 2019, have spent approximately $70 million to build our additive electronics company. With our unique additive manufacturing technology for 3D printed electronics, we are targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components and antennas, sensors, and smart products, including Internet of Things (IoT).

We were incorporated under the laws of the State of Israel in December 1960. Our Ordinary Shares are listed on the TASE under the symbol “NNDM” and our ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.” Our registered office and principal place of business is 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 our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus.

Recent Private Placement

On August 30, 2019, we entered into a securities purchase agreement, pursuant to which we issued in a private placement, or the Private Placement, to certain accredited investors convertible promissory notes with an aggregate original principal amount of approximately $4.3 million and an additional approximately $2.7 million to be received in two subsequent closings, bringing the expected total gross proceeds from this funding to approximately $7.0 million. The notes are convertible into our ADSs, together with warrants to purchase ADSs in a ratio of 0.85 warrant per one ADS. The gross proceeds from the first closing were approximately $4.3 million before deducting placement agent fees, escrowed amounts and other expenses. The private placement closed on September 4, 2019.

The convertible promissory notes are unsecured, have a maturity date of March 4, 2021, bear no interest except in an event of default and may be converted, at the election of the holder, into our ADSs at an initial per share conversion price of $0.29, subject to adjustments, including in connection with note issuances in subsequent tranches. The convertible promissory notes include a mandatory conversion provision for part or all of the notes in the event that the volume weighted average price of our ADSs reaches certain thresholds, subject to certain limitations. The warrants have an exercise price equal to 125% of the conversion price of the convertible promissory notes, will be exercisable beginning on the six-month anniversary of issuance and will expire five years from the date of issuance.

We agreed to file a registration statement with the Securities and Exchange Commission, or SEC, to register the resale of the ADSs issuable upon conversion of the convertible promissory notes and upon exercise of the warrants described above.

ABOUT THIS OFFERING

This prospectus relates to the resale by the selling shareholders identified in this prospectus of up to 37,109,787 ADSs underlying warrants to purchase ADSs. All of the ADSs, when sold, will be sold by these selling shareholders. The selling shareholders may sell their ADSs from time to time at prevailing market prices. We will not receive any proceeds from the sale of the ADSs.

ADSs Offered		Up to 37,109,787 (representing 185,548,934 Ordinary Shares).

Ordinary Shares Currently Outstanding		178,979,693

Use of Proceeds:		We will not receive any proceeds from the sale of the 24,576,017 ADSs subject to resale by the selling shareholders under this prospectus; however, we may receive up to approximately $4,543,491 in proceeds upon exercise of the warrants held by the selling shareholders, if they choose to exercise such warrants, as the warrants have an exercise price of $0.3625 per ADS and are exercisable into 12,533,770 ADSs.

Risk Factors:		An investment in the ADSs offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section and other information in this prospectus and the documents incorporated by reference herein for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.

Nasdaq Capital Market and TASE Symbol:		NNDM

Investing in the ADSs involves risks. Please carefully consider the risk factors described below and in our periodic reports filed with the SEC, including those set forth under the caption “Item 3. Key Information - D. Risk Factors” in our most recently filed annual report on Form 20-F, which is incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.

If we are unable to comply with Nasdaq listing requirements, the ADSs could be delisted from the Nasdaq Capital Market, and as a result we and our shareholders could incur material adverse consequences, including negative impact on our liquidity, our stockholders’ ability to sell shares and our ability to raise capital.

On March 18, 2019, we received a deficiency letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as our closing bid price for our ADSs was below $1.00 per share for 30 consecutive business days. We have been granted a second 180-calendar day compliance period, or until March 16, 2020, to regain compliance with the minimum bid price requirement. During the compliance period, our ADSs will continue to be listed and traded on the Nasdaq Stock Market. To regain compliance, the closing bid price of the ADSs must meet or exceed $1.00 per share for at least 10 consecutive business days during the compliance period.

If we do not regain compliance by March 16, 2020, Nasdaq will provide notice that the our ADSs will be subject to delisting. Even if we maintain compliance with the Nasdaq Capital Market, we cannot assure you that we will in the future be able to satisfy the continued listing requirements of the Nasdaq Capital Market.

There is a substantial doubt about our ability to continue as a going concern.

Since August 2014, we have devoted substantially all of our financial resources to develop and commercialize our products and have financed our operations primarily through the issuance of equity and debt securities. Our ability to generate revenue and achieve profitability depends on our ability to successfully commercialize our products. Based on our projected cash flows and current cash balance, our management is of the opinion that without further fund raising we will not have sufficient resources to enable us to continue our operating activities, including the development, manufacturing and marketing of our products for a period of at least 12 months. As a result, there is a substantial doubt about our ability to continue as a going concern. Management’s plans include continuing commercialization of our products and securing sufficient funding through the sale of additional equity and debt securities. There are no assurances however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing our products and securing sufficient funding, we may need to reduce activities, curtail or even cease operations. Our 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 we be unable to continue as a going concern.

This prospectus contains, and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,” “believe,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding our future strategy, future operations, projected financial position, proposed products, anticipated collaborations, estimated future revenues, projected costs, future prospects, the future of our industry and results that might be obtained by pursuing management’s current plans and objectives, are forward-looking statements.

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus and supplements to this prospectus (if any) under the caption “Risk Factors,” as well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus, the documents incorporated by reference herein, and any prospectus supplement.

The following table sets forth our actual capitalization at June 30, 2019, and as adjusted to give effect to the Private Placement.

We will not receive any proceeds from the sale of the 24,576,017 ADSs subject to resale by the selling shareholders under this prospectus; however, we may receive up to approximately $4,543,491 in proceeds upon exercise of the warrants held by the selling shareholders, if they choose to exercise such warrants, as the warrants have an exercise price of $0.3625 per ADS and are exercisable into 12,533,770 ADSs.

The selling shareholders have not presently advised us of their intention to exercise the warrants at this time. All potential proceeds will be used for general working capital purposes.

We will incur all costs associated with the preparation and filing of the registration statement of which this prospectus is a part. Brokerage fees, commissions and similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling stockholders.

We are registering for resale by the selling shareholders identified below up to 37,109,787 ADSs. These ADSs consist of maximum of 24,576,017 ADSs issuable upon the conversion of $4,276,227 of convertible promissory notes, and 12,533,770 ADSs issuable upon the exercise of warrants, as detailed in “Our Company—Recent Private Placement” above. We have agreed to file the registration statement of which prospectus forms a part covering the resale of the ADSs sold in the private placement. We are registering the ADSs in order to permit the selling shareholders to offer the Ordinary Shares represented by ADSs for resale from time to time.

Other than the relationships described herein, including Amit Dror who is our Chief Executive Officer and Director, to our knowledge, none of the selling shareholders are employees or suppliers of ours or our affiliates. Within the past three years, other than the relationships described herein, none of the selling shareholders has held a position as an officer a director of ours, nor has any selling shareholders had any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling shareholders, unless otherwise noted. The ADSs being offered are being registered to permit secondary trading of such ADSs and each selling shareholder may offer all or part of the ADSs it owns for resale from time to time pursuant to this prospectus. None of the selling shareholders has any family relationships with our officers, other directors or controlling shareholders.

Any selling shareholders who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act, while any participating broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act, and any commissions or discounts given to any such selling shareholders or broker-dealer will, or may, as the case may be, be regarded as underwriting commissions or discounts under the Securities Act.

The term “selling shareholders” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholders named in the table below. Unless otherwise indicated, to our knowledge, each person named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the ADSs set forth opposite such person’s name. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling shareholders who are able to use this prospectus to resell the ADSs registered hereby.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the Ordinary Shares held by the selling shareholders. The second column lists the number of Ordinary Shares beneficially owned by the selling shareholders, based on its ownership of Ordinary Shares, as of September 20, 2019.

The third column lists the Ordinary Shares being offered by this prospectus by the selling shareholders.

The fourth column assumes the sale of all of the ADSs offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares pursuant to this prospectus. See “Plan of Distribution.” Except as indicated below or as otherwise described in this prospectus, each of the selling shareholders has represented to us that it is not a registered broker-dealer or affiliated with a registered broker-dealer.

Each of the selling shareholders of the ADSs and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their ADSs covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the Ordinary Shares or the ADSs are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling securities:

The selling shareholders may also sell shares under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker dealers engaged by the selling shareholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the selling shareholders (or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the ADSs or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ADSs in the course of hedging the positions they assume. The selling shareholders may also sell ADSs short and deliver these ADSs to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these ADSs. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of ADSs offered by this prospectus, which ADSs such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the ADSs may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the ADSs purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed us that it does not currently have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the ADSs.

We are required to pay certain fees and expenses incurred by us incident to the registration of the ADSs. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the ADSs may be resold by the selling shareholders without restriction by volume or (ii) all of the ADSs have been sold pursuant to this prospectus by the selling shareholders. The ADSs will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the ADSs covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the ADSs may not simultaneously engage in market making activities with respect to the ADSs for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ADSs by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Certain legal matters governed by Israeli law will be passed upon for us by Zysman, Aharoni, Gayer & Co., Tel Aviv, Israel.

The consolidated financial statements of Nano Dimension Ltd. as of December 31, 2018, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2018, 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.

The audit report covering the December 31, 2018 consolidated financial statements contains an explanatory paragraph that states that the Company’s recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s 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.

The audit report covering the December 31, 2018 consolidated financial statements refers to a change of the Company’s functional currency to the U.S. dollar.

The following are the estimated expenses related to the filing of the registration statement of which this prospectus forms a part, all of which will be paid by us. In addition, we may incur additional expenses in the future in connection with the offering of our securities pursuant to this prospectus. If required, any such additional expenses will be disclosed in a prospectus supplement.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

The following documents filed with or furnished to the SEC by us are incorporated by reference in this registration statement:

All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information contained in this prospectus.

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. Our telephone number in Israel is +972 -73-7509142.

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.

We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, 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, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

You can review our SEC filings and the registration statement by accessing the SEC’s internet site at http://www.sec.gov. 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 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:

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.

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:

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:

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.

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.

The Companies Law provides that we 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.

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 set forth 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 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 or Rule 3-19 of this chapter 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 to any purchaser,

(i) 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

(ii) 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 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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.

(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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

Pursuant to the requirement 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, the City of Ness Ziona, State of Israel on September 23, 2019.

Each person whose signature appears below constitutes and appoints Amit Dror and Yael Sandler, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form F-3 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, in connection with the said registration under the Securities Act, as amended, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, shall do or cause to be done by virtue of this 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.

Pursuant to the Securities Act of 1933, as amended, the undersigned duly authorized representative in the United States of Nano Dimension Ltd., has signed this registration statement on September 23, 2019.

Title of each class of securities to be registered		Amount to be registered⁽²⁾⁽³⁾				Proposed maximum offering price per share				Proposed maximum aggregate offering price⁽⁴⁾				Amount of registration fee⁽⁴⁾
Ordinary shares, no par value, as represented by American Depositary Shares ⁽¹⁾			37,109,787			$	0.33			$	12,246,229			$	1,484.25

ABOUT THIS PROSPECTUS		1
OUR COMPANY		1
ABOUT THIS OFFERING		2
RISK FACTORS		3
NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
CAPITALIZATION		5
USE OF PROCEEDS		6
SELLING SHAREHOLDERS		7
PLAN OF DISTRIBUTION		9
LEGAL MATTERS		10
EXPERTS		10
EXPENSES		10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		11
WHERE YOU CAN FIND ADDITIONAL INFORMATION		13
ENFORCEABILITY OF CIVIL LIABILITIES		14

	As of June 30, 2019
(in thousands USD)	Actual			As Adjusted
Cash and cash equivalents		5,290			9,170

Liability in respect of government grants		867			867
Lease liability		1,273			1,273
Liability in respect of warrants and rights of purchase		2,804			2,804
Convertible note		-			4,276
Total liabilities		8,916			13,192
Shareholders’ equity:
Share capital		5,559			5,559
Share premium and capital reserves		63,850			63,850
Treasury shares		(1,509	)		(1,509	)
Presentation currency translation reserve		1,431			1,431
Accumulated loss		(54,274	)		(54,670	)
Total shareholders’ equity		15,057			14,661
Total capitalization		23,973			27,853

Name of Selling Shareholders	ADSs Beneficially Owned Prior to Offering (1)		Maximum Number of ADSs to be Sold Pursuant to this Prospectus		ADSs Owned Immediately After Sale of Maximum Number of ADSs in this Offering
AIGH Investment Partners, LLC. (2)		1,301,724		1,301,724		-
AIGH Investment Partners, LP. (3)		11,846,981		8,489,195		3,357,786
Alpha Capital Anstalt (4)		5,225,339		5,206,897		18,442
Brio Capital Master Fund Ltd. (5)		2,569,540		2,169,540		400,000
Dlugash, Brian D.		2,055,106		1,388,506		666,600
Dror, Amit (6)		643,121		54,039		589,082
Globis Capital Partners, L.P. (7)		2,990,552		2,169,540		821,012
Winfield, Menachem Pinhas		2,245,991		1,388,506		857,485
RIGC Fund I, LP (8)		3,037,356		3,037,356		-
The Hewlett Fund LP (9)		9,405,172		9,405,172		-
WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series (10)		856,918		624,828		232,090
WVP Emerging Manager Onshore Fund, LLC – AIGH Series (11)		2,570,749		1,874,483		696,266

⁽¹⁾	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to options or warrants currently exercisable, or exercisable within 60 days of September 23, 2019, are counted as outstanding for computing the percentage of the selling shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling shareholder.
⁽²⁾	Orin Hirschman has voting and dispositive power over the securities held by AIGH Investment Partners, LLC. The address of AIGH Investment Partners, LLC. Is 6006 Berkeley Avenue, Baltimore, MD 21209.
⁽³⁾	Orin Hirschman has voting and dispositive power over the securities held by AIGH Investment Partners, LP. The address of AIGH Investment Partners, LP. Is 6006 Berkeley Avenue, Baltimore, MD 21209.
⁽⁴⁾	Konrad Ackerman has voting and dispositive power over the securities owned by Alpha Capital Anstalt, or Alpha. The address of Alpha is c/o LH Financial, 510 Madison Ave, Suite 1400, New York, NY 10022.
⁽⁵⁾	Shaye Hirsch has voting and dispositive power over the securities held by Brio Capital Master Fund Ltd. The address of Brio Capital Master Fund Ltd. is c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W Rockville Centre, NY 11570.
⁽⁶⁾	Includes options to purchase 112,083 ADSs.
⁽⁷⁾	Includes warrants to purchase 665,500 ADSs. Paul Packer has voting and dispositive power over the securities held by Globis Capital Partners, L.P. The address of Globis Capital Partners, L.P. is 805 Third Avenue, 15^th Floor, New York, NY, 10022.
⁽⁸⁾	Daniel Ely has voting and dispositive power over the securities held by RIGC Fund I, LP. The address of RIGC Fund I, LP. is 28 Walker Avenue, Baltimore MD, 21208.
⁽⁹⁾	Includes warrants to purchase 400,000 ADSs. Martin Chopp has voting and dispositive power over the securities held by The Hewlett Fund LP. The address of The Hewlett Fund LP. is 100 Merrick Rd., Suite 400W, Rockville Centre, NY 11570.
⁽¹⁰⁾	Includes warrants to purchase 133,330 ADSs. Orin Hirschman has voting and dispositive power over the securities held by WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series. The address of WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series is 6006 Berkeley Avenue, Baltimore, MD 21209.
⁽¹¹⁾	Orin Hirschman has voting and dispositive power over the securities held by WVP Emerging Manager Onshore Fund, LLC – AIGH Series. The address of WVP Emerging Manager Onshore Fund, LLC – AIGH Series is 6006 Berkeley Avenue, Baltimore, MD 21209.

Nano Dimension Ltd. – ‘F-3’ on 9/23/19

On: Monday, 9/23/19, at 4:58pm ET · Accession #: 1213900-19-18682 · File #: 333-233905

Previous ‘F-3’: ‘F-3’ on 4/6/17 · Next: ‘F-3’ on 4/14/20 · Latest: ‘F-3’ on 3/29/24 · 138 References:

Registration Statement by a Foreign Issuer for Securities Offered Pursuant to a Transaction — Form F-3
Filing Table of Contents

‘F-3’ — Registration Statement by a Foreign Issuer for Securities Offered Pursuant to a Transaction
Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

138 Subsequent Filings that Reference this Filing

(1)	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.
(2)	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.
(3)	All of the Ordinary Shares being registered hereby are offered for the account of certain selling shareholders who acquired such shares in private transactions. Includes 37,109,787 American Depositary Shares, representing 185,548,934 Ordinary Shares, issuable upon the conversion of convertible promissory notes and the exercise of warrants.
(4)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices of the registrant’s ADSs as reported on the Nasdaq Capital Market on September 20, 2019.

	●	ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;

	●	block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker dealer as principal and resale by the broker dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales;

	●	in transactions through broker dealers that agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

SEC registration fee	$	1,484.25
Legal fees and expenses		10,000
Accounting fees and expenses		10,000
Miscellaneous		1,515.75
Total	$	23,000

	●	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.

	●	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.

Exhibit Number		Description of Document

4.1		Amended and Restated Articles of Association of Nano Dimension Ltd. (filed as Exhibit 99.1 to Form 6-K filed on March 14, 2019, and incorporated herein by reference).

4.2		Form of Amended and Restated 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).

4.3		Specimen American Depositary Receipt (included in Exhibit 4.2).

4.4		Form of Securities Purchase Agreement (filed as Exhibit 99.2 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).

4.5		Form of Convertible Promissory Note, (filed as Exhibit 99.3 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).

4.4		Form of Warrant (filed as Exhibit 99.4 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).

4.6		Registration Rights Agreement (filed as Exhibit 99.5 to Form 6-K (File No. 333-37600) filed on September 3, 2019, and incorporated herein by reference).

5.1*		Opinion of Zysman, Aharoni, Gayer & Co.

23.1*		Consent of Somekh Chaikin (Member firm of KPMG International).

23.2*		Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1 to this registration statement on Form F-3).

24.1*		Power of Attorney (included on signature page).

	NANO DIMENSION LTD.

	By:	/s/ *Amit Dror*
		Amit Dror Chief Executive Officer, Director

/s/ *Amit Dror*	Chief Executive Officer, Director (Principal Executive Officer)	September 23, 2019
Amit Dror

/s/ *Yael Sandler*	Chief Financial Officer (Principal Financial and Accounting Officer)	September 23, 2019
Yael Sandler

/s/ *Avi Reichental*	Chairman of the Board of Directors	September 23, 2019
Avi Reichental

/s/ *Simon Anthony-Fried*	Director	September 23, 2019
Simon Anthony-Fried

/s/ *Ofir Baharav*	Director	September 23, 2019
Ofir Baharav

/s/ *Irit Ben-Ami*	Director	September 23, 2019
Irit Ben-Ami

/s/ *Roni Kleinfeld*	Director	September 23, 2019
Roni Kleinfeld

/s/ *Abraham Nahmias*	Director	September 23, 2019
Abraham Nahmias

/s/ *Eli Yoresh*	Director	September 23, 2019
Eli Yoresh

	NANO DIMENSION USA INC.

	/s/ *Amit Dror*
	Amit Dror, Director

This ‘F-3’ Filing	Date	Other Filings

	3/4/21
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	3/18/19	SC 13G
	3/14/19	20-F, 6-K
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	12/31/16	20-F
	10/20/15	20FR12B
	4/5/12
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