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)
State of Israel | 3577 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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:
Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Shy Baranov, Esq. |
Joseph
Shem-Tov 55 Yigal Alon St., |
Darrick
M. Mix, Esq. Jonathan S. Cohen, Esq. Duane Morris LLP | ||
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212) 660-5000 |
Ashdar
2000 Building 1st Fl., Tel-Aviv, Israel 6789115 Tel: +972.3.691.8686 |
30 S 17th Street Philadelphia, Pennsylvania 19103 Tel: 215.979.1000 |
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
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price (1)(2) | Amount of Registration Fee | ||||||
Ordinary Shares, par value NIS 0.1 per share, represented by American Depositary Shares(3) | $ | 1,178,750 | $ | 119 |
(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.
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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.
NANO DIMENSION LTD. | ||
By: | /s/ Amit Dror | |
Name: Amit Dror | ||
Title:
Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ Yael Sandler | |
Name: Yael Sandler | ||
Title:
Vice President of Finance (Principal Financial and Accounting Officer) |
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.
Signature |
Title |
Date | ||
/s/ Amit Dror | Chief Executive Officer | September 26, 2016 | ||
Amit Dror | (Principal Executive Officer) and Director | |||
/s/ Yael Sandler | Vice President of Finance | September 26, 2016 | ||
Yael Sandler | (Principal Financial and Accounting Officer) | |||
* | Director, Chairman of the Board of Directors | September 26, 2016 | ||
Itschak Shrem | ||||
* | Director | September 26, 2016 | ||
Simon Anthony-Fried | ||||
* | Director | September 26, 2016 | ||
Ofir Baharav | ||||
* | Director | September 26, 2016 | ||
Irit Ben-Ami | ||||
* | Director | September 26, 2016 | ||
Dagi Shahar Ben-Noon | ||||
* | Director | September 26, 2016 | ||
Sharon Fima | ||||
* | Director | September 26, 2016 | ||
Roni Kleinfeld | ||||
* | Director | September 26, 2016 | ||
Abraham Nahmias | ||||
* | Director | September 26, 2016 | ||
Zvi Yemini | ||||
* | Director | September 26, 2016 | ||
Yoel Yogev | ||||
* | Director | September 26, 2016 | ||
Eli Yoresh |
*By: | /s/ Amit Dror | |
Amit Dror | ||
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.
By: | /s/ ZYSMAN, AHARONI, GAYER AND SULLIVAN & WORCESTER LLP |
Index of Exhibits
Exhibit Number |
Exhibit Description | |
5.1 | 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). | |
23.1 | Consent of Somekh Chaikin, (Member Firm of KPMG International). | |
23.2 | Consent of Glusman & Co (included in Exhibit 5.1). | |
24.1 | 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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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Nano Dimension Ltd.:
We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ Somekh Chaikin
Somekh Chaikin
Certified Public Accountants (Israel)
Member Firm of KMPG International
Tel Aviv, Israel
September 26, 2016