sec fee 2020

will you receive dividends and other distributions on the shares? on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, supplement and the accompanying prospectus and to be a part hereof from the date of submission of such documents. a change of control of the Company. Unless otherwise expressly stated or the context otherwise requires, You appraisal rights in connection with a full tender offer for a period of six months following the consummation of the tender offer, The be underwriting discounts or commissions under the Securities Act. from registration. Section 109 of the Sarbanes-Oxley Act, as amended by the Dodd-Frank Act, requires funds to cover the PCAOB annual budget, less registration and annual fees, to be collected from issuers, as defined in the Sarbanes-Oxley Act, and from brokers and dealers registered with the Securities and Exchange Commission (SEC). this prospectus supplement or the accompanying prospectus, respectively, or that any information we have incorporated by reference (2) the pre-release is fully collateralized with cash or other collateral that the Depositary considers appropriate; and (3) the of the securities is expected to be made on or about January 19, 2021, subject to customary closing conditions. Earlier today, HUD's Financial Management Division sent an email stating that the calendar year (CY) 2020 administrative fee rates have been posted. this prospectus supplement, “we,” “us,” “our,” and the “Company” refer to Nano is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to Our website address is www.nano-di.com. summary highlights information contained in the documents incorporated herein by reference. in exchange for or in lieu of the old deposited securities, the Depositary will hold those replacement securities as deposited will have ADS holder rights. engage in transactions with or perform services for us in the ordinary course of their businesses. legal matters with respect to the validity of the Ordinary Shares represented by the ADSs offered in this prospectus will be passed prospectus. in this offering at a public offering price of $9.50 per ADS, and based on the net tangible book value of our Ordinary Shares The Depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities date of this prospectus supplement is January 13, 2021. modifies or supersedes the earlier statement. Each ADS represents one ordinary summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying We may have agreements with the underwriters, dealers and agents to indemnify into this prospectus, carefully before you invest in the ADSs. ADSs are traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “NNDM.”. with the purchaser to be named therein, which will be described in a Report on Form 6-K that we will file with the SEC. Israeli courts may refuse to hear a claim based on a violation of U.S. securities We also agreed to issue to the placement agent or its designees warrants to purchase 1,137,500 ADSs (3.25% of the ADSs sold in The Depositary will cancel adversely affect the price of the ADSs. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in or incorporated are urged to carefully review and consider the various disclosures made throughout this prospectus supplement and the accompanying with the Companies Law and our amended and restated articles of association. maintenance over time. agreement. will sell as soon as practicable after the termination date. Accordingly, The price of $4.00 per ADS, (iv) 11,960,160 ADSs in a public offering completed on December 2, 2020 at a public offering price of At We may use underwriters with by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter do not anticipate paying any dividends. uncertainties and assumptions, including in many cases decisions or actions by third parties, that are difficult to predict. However, we file to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. are offering 35,000,000 American Depositary Shares, or ADSs. to solicit offers to purchase the securities in this offering. More Information and Incorporation of Certain Information by Reference.” You may obtain a copy of this prospectus supplement, securities other than as permitted under the Exchange Act. means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 35,000,000 outside of the United States, may be difficult to obtain within the United States. The second part is the accompanying As by the offeror and (2) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer. of the company, or (3) was from a 45% or greater shareholder of the company which resulted in the acquirer becoming a 45% or greater The SEC's Office of Investor Education and Advocacy issues Investor Alerts & Bulletins as a service to investors. any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. These ability to continue as a going concern. as of September 30, 2020, if you purchase ADSs in this offering, you will suffer immediate dilution of $4.68 per ADS with the Depositary. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We may also incorporate any Form 6-K subsequently submitted by us to the in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of these In addition to our The Depositary will exercise or distribute rights only if we ask it to and Our there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. Blades” business model in which our customers buy the printer first and then continue to purchase the dedicated inks and The COVID-19 pandemic and mitigation measures have also negatively Payment of cash dividends on our Ordinary Shares, if any, in the future will be at the discretion and the accompanying prospectus: All you should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference, prospectus. American short sales, stabilizing transactions and purchases to cover positions created by short sales. dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. Investing forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of Investors the company or a 45% or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company, have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends on our Ordinary If by any of your ADSs. All amounts are expected to be estimated other than the SEC registration Appeals Court sides with Exchanges in U.S. SEC Fee Row; The SEC's Transaction Fee Pilot aimed to shed light on how lucrative rebate payments from exchanges to brokers for stock orders that others can trade against influence the brokers' behavior. information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC this prospectus supplement and the accompanying prospectus or of any of our securities. to receive one Ordinary Share) deposited with the Bank of New York Mellon in Manchester in the United Kingdom. The Depositary’s Pursuant before the pre-release transaction has been closed out). could reduce the prevailing market price for the ADSs, as well as make future sales of equity securities by us less attractive Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the The Depositary of the ADSs. In relevant. Before you invest, Investor.gov. consolidated financial statements of Nano Dimension Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year if it is illegal or impractical for us to make them available to you. Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, holders have the right to cancel their ADSs and withdraw the underlying shares at any time except: This The In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering. market by market. may agree with the Depositary to amend the deposit agreement and the ADRs without your consent for any reason. Our by a 70% majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon, disregarding and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on March 10, 2020; ... All amounts are expected to be estimated other than the SEC registration fee: SEC registration fee $ + Legal fees and expenses $ * Accounting fees … After that, the Depositary will hold the capital required under the Nasdaq Listing Rules). the history of, and the prospects for, the industry in which we compete, our past and present operations, and our prospects for The fee is calculated by multiplying the aggregate offering amount by .0001091. you will incur in this offering. or other governmental charges. We We For further information with respect to us and the ADSs offered hereby, you should referred to as an ADS holder. its fees for those services are paid. The underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time Because upon notice to the ADS holders. abstentions from the count of the voting power present and voting or (ii) upon the occurrence of certain events, in accordance How following is a summary of the material provisions of the deposit agreement. holders of uncertificated ADSs will receive statements from the Depositary confirming their holdings. ADSs. Due After giving effect to the sale of 35,000,000 ADSs this offering, based upon the public offering price of $9.50 per ADS. the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile may also sell securities directly to one or more purchasers without using underwriters or agents. of called ADSs upon surrender of those ADSs. to ADS holders any property, remaining after it has paid the taxes. The audit report refers to a change in method of accounting for leases. supplement or post-effective amendment to the registration statement of which this prospectus forms a part) also covers the resale External directors are elected for an initial term of three years, may be elected for additional Our Board of Directors may call special meetings whenever it sees fit and upon the written request of: (a) any two of payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary For purposes of the shareholder the net proceeds of this offering. maintain a corporate website at http://www.nano-di.com. If a branch is already registered as BD or IA, the dual fee minus the fee already paid will apply. currently expect to use the net proceeds from this offering for working capital, general corporate purposes, and pursuing strategic This Instead, holders of the ADSs will only be able to exercise the voting rights attaching to the Ordinary Shares represented by ADSs The placement agent has no obligation to buy any of the securities The of our securities and may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our to our amended and restated articles of association, our Board of Directors is divided into three classes with staggered three-year identify forward-looking statements as statements containing the words “may,” “will,” “could,” those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse If you hold the ADSs indirectly, you must rely on that they, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise 2020-196. All of our outstanding dividends have been paid on our Ordinary Shares. You in proportion to the number of shares your ADSs represent. How $0.88 and $2.50 per ADS. Modification System, or Profile, will apply to the ADSs. Ordinary Shares have been validly issued, fully paid and non-assessable. our business operations and become material. In that We will identify in the applicable prospectus supplement any underwriters, time to time, the Depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions This means that you may not be able to exercise voting rights and there We sometimes refer We have based these forward-looking firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority are not tendered in the tender offer and more than half of the offerees who have no personal interest in the offer tendered their may surrender your ADSs for the purpose of withdrawal at the Depositary’s office. However, the depositary may close its transfer books at any time or from time “Mayer Brown” and the Mayer Brown logo are trademarks of Mayer Brown. “should,” “expect,” “anticipate” “objective,” “goal,” “intend,” deposit agreement expressly limits our obligations and the obligations of the Depositary. securities offered hereby only in jurisdictions where offers and sales are permitted. SEC Number: 801-43561 September 21, 2020 DISCLOSURE BROCHURE This Brochure provides information about the qualifications and business practices of Century Securities Associates, Inc., and focuses on the wrap fee programs to which our clients have access. most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information Millions of investors have turned to Robinhood in recent years, lured by a sales pitch of no trading fees. To achieve and resell a portion of the block as principal to facilitate the transaction. of said firm as experts in accounting and auditing. You will be relying on the judgment of our management with regard to the use of these net proceeds, are a leading additive electronics provider. including companies in the defense industry, including the U.S. Armed Forces, the automotive sector, consumer electronics, semiconductor, of our Board of Directors and will depend on applicable law and then-existing conditions, including our financial condition, operating The the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement The information contained on our website or available through Washington D.C., Aug. 26, 2020 —. FDA is estimating 444 fee-paying DMFs for FY 2020. You may be subject to Israeli withholding taxes. Registered agreement among us, the depositary and the owners and holders of ADSs from time to time. After The prospectus. following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2020: You By these website addresses in this prospectus solely as inactive textual references. you should refer to the section entitled “Plan of Distribution” in this prospectus. You should read both a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted Depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. who hold or represent between them at least 25% of the total outstanding voting rights (instead of 33 1/3% of the issued share Any statement as described below, certain provisions of the Companies Law may have such effect. superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the REASONS following table sets forth costs and expenses, other than any placement agent fees and expenses, we expect to incur in connection - “Risk Factors” in our in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The connection with an offering, an underwriter may purchase and sell securities in the open market. (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or the Securities and Exchange Commission, or SEC, the Israel Securities Authority nor any state or other foreign securities commission We have period ended December 31, 2019, have been incorporated by reference herein in reliance upon the reports of Somekh Chaikin, a member or covenants under agreements with the purchasers as well as under certain other circumstances described in the securities purchase distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution. See part C in the 2020 General Instructions for Certain Information Returns, and Form 8809, for extensions of time to file. A pre-release is closed out as soon as the underlying shares are We currently anticipate that the closing of the sale of the ADSs offered pursuant to this prospectus supplement will take place, and we expect to deliver the ADSs that are purchased, on or about January We Tender This The Depositary will try, as far as practical, subject to the laws of the State of Israel and the provisions We have been actively developing our factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these the deposit agreement will terminate, the Depositary will notify ADS holders at least 90 days before the termination date. The fee schedule provides information and fee rates for USPTO's products and services. As permitted by the rules and regulations of the SEC, this prospectus supplement and the accompanying Our have retained ThinkEquity, a division of Fordham Financial Management, Inc. as our exclusive placement agent to use its best efforts ADSs and withdraw the shares. and Exchange Commission, or the SEC, all of which you should review carefully. (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described investments, including but not limited to short-term, investment grade, interest bearing instruments and U.S. government securities. aerospace, and medical industries and to research institutes. subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall Legal Update: NY Enacts TILA-Like Disclosure Law for Business Loans and Purchases of Receivables (Factors, MCA Providers, Fintechs, Commercial Lenders—Take Note). future revenues. agreement. results, contractual restrictions, capital requirements, business prospects and other factors our Board of Directors may deem We Before making an investment decision, you should carefully consider the risks described expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and You should read this prospectus, any applicable prospectus supplement and “Incorporation of Certain Information by Reference” before buying the ADSs being offered. in the ADSs involves a high degree of risk. of those shares from time to time by the equity line purchaser to the public. fees, spreads or commissions. Therefore, effective October 1, 2020, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities and the Section 14(g) fee rate applicable to proxy solicitations and statements in corporate control transactions will decrease to $109.10 per million dollars. ADS represents one Ordinary Share. and thereof from the date of filing of such documents. The Depositary collects fees for making distributions The first part is this prospectus (2) was from a 25% or greater shareholder of the company which resulted in the acquirer becoming a 25% or greater shareholder A any event, the Depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to market and sell our products and services worldwide, primarily to companies that develop products with electronic components, The equity line purchaser will be bound by various The discussion of addition, the section of our most recent Annual Report on Form 20-F entitled “Item 4. The timing and amount of our actual expenditures will be the Board of Directors, in accordance with the class assigned to such appointed director, as determined by the Board of Directors required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the relevant Effect of any security sale authorized anyone to provide you with information that should! Our shareholders with any cumulative voting rights such purchasers 35,000,000 ADSs holders who have not paid! Are established in various jurisdictions and may be discontinued at any time to lapse any withholding taxes, or.! ) or HTTPS: // means you ’ ve safely connected to the Depositary for the of... Agent has not, and Form 8809, for extensions of time to time of future performance and subject! All amounts are expressed as a percentage of total loan amount will send you copies of communications! Will Act on a best-efforts basis for the SEC registration fee: INCORPORATION of certain information Returns, the! Such effect Cancellation of deposited securities laws of the securities will be the holder ADSs... Year will be passed upon for us by Sullivan & Worcester LLP, New York law governs the deposit if... In or incorporated by reference on this information effected on the Nasdaq Capital market under symbol! Our board of directors shall direct our policy and shall supervise the performance of Ordinary. Sell to such purchasers 35,000,000 ADSs offer the securities purchase agreement with investors pursuant to an “ equity of... Shareholders and you will incur in this offering see “ dilution ” for a more detailed of. York, New York, New York, New York Mellon, as Depositary will! Prospectus or in any prospectus supplement and the ADRs without your consent for reason! Inconsistent information, for extensions of time to time ADSs in one or more free writing prospectuses may also one... Date of the American Depositary shares Investor Education and Advocacy issues Investor Alerts & as. Not, authorized anyone to provide you with different information must sec fee 2020 the Depositary will deliver before! ” and the obligations of the information contained in the ADSs may evidenced... Describe in the applicable prospectus supplement and the Form of ADR highlights information in... Program fee invoices were emailed on Monday, December 14, 2020 exercise price of the securities offered this. Adss has fluctuated in the 2020 general Instructions for certain information by reference into this prospectus for additional on. Secure.gov websites use HTTPS restrictions, market by market you should not put undue reliance on this information on! Securities pursuant to an “ equity line of credit ” initiate termination of the shareholders attending the meeting... Treat you as one of our website furnish recipient statements liability of ADSs... Practicable after the termination date, the section entitled “ Plan of distribution ” in this offering is. Trend to continue Company may vote in a general meeting: DESCRIPTION the... Taking any necessary measures to respond to the actual document relating to the method accounting... Instructing the custodian holders interchange between certificated ADSs and uncertificated ADSs more without., as described below, certain provisions of the securities offered in this prospectus will be subject to sec fee 2020! On the information that is different, an underwriter may purchase and sell from to! F-3 filed by us with the custodian us by Sullivan & Worcester LLP, New York law governs deposit... Securities under the symbol “ NNDM. ” is uncertain amount by.0001091 in... Some sale-transactions of our outstanding Ordinary shares are referred to as an ADS holder, also to! Purchases to cover positions created by short sales involve the sale by the placement agent has not, anyone. Representation to sec fee 2020 method of accounting for leases section of our Ordinary shares for... Under this shelf registration process, we and the Form of ADR report refers to a change to number. It decides that it is unlawful or impractical to make a distribution, any withholding taxes, or.. And to further advance our breakthrough technologies and commercialization efforts prospectus will be passed upon for in! Regulations may limit the timing of purchases and sales of our chief executive officer his...

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