F-1MEF

As filed with the Securities and Exchange Commission on January 31, 2019

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.
Robert V. Condon, III, Esq.
David Huberman, Esq.
Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: 212.660.3000 Reut Alfiah, Adv. Zysman, Aharoni, Gayer & Co. 41-45 Rothschild Blvd. Beit Zion Tel-Aviv, Israel 65784 Tel: +972.3.795.5555   Josef B. Volman, Esq. Robert A. Petitt, Esq. Burns & Levinson LLP
125 Summer Street
Boston, MA 02110
Tel: 617.345.3000 

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. ☒   333-228521

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)(3)(4)		Amount of Registration Fee(5)
Units consisting of:
(i) Ordinary Shares, par value NIS 0.1 per share	$	2,300,000	$	278.76
(ii) Warrants to purchase American Depositary Shares(6)
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Warrants(7)	$	2,645,000	$	320.57
(iii) Rights to Purchase American Depositary Shares(6)
Ordinary shares underlying the American Depositary Shares issuable upon exercise of Rights to Purchase(8)	$	1,725,000	$	209.07
Total	$	6,670,000	$	808.40

(1) The registrant previously registered an aggregate of $33,350,000 of its securities on a Registration Statement on Form F-1 (File No. 333-228521) declared effective by the Securities and Exchange Commission on January 31, 2019. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, or the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $6,670,000 is hereby registered.

(2) 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.

(3) Pursuant to Rule 416 under 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.

(4) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of additional Units that the underwriter has the option to purchase to cover over-allotments, if any.

(5) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(6)	No separate fee is required pursuant to Rule 457(i) of the Securities Act.
(7)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 115% of the public offering price.
(8)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) under the Securities Act. The rights to purchase are exercisable at a per share exercise price equal to 100% of the public offering price.

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, or 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. 333-228521), including the exhibits thereto, filed by Nano Dimension Ltd. with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, which was declared effective by the Commission on January 31, 2019, 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 January 31, 2019.

NANO DIMENSION LTD.
By:	/s/ Amit Dror
	Amit Dror
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on January 31, 2019 in the capacities indicated. 

Signature	Title	Date
/s/ Amit Dror	Chief Executive Officer	January 31, 2019
Amit Dror	(Principal Executive Officer) and Director
/s/ Yael Sandler	Chief Financial Officer	January 31, 2019
Yael Sandler	(Principal Financial and Accounting Officer)
*	Director, Chairman of the Board of Directors	January 31, 2019
Avi Reichental
*	Director	January 31, 2019
Simon Anthony-Fried
*	Director	January 31, 2019
Ofir Baharav
*	Director	January 31, 2019
Irit Ben-Ami
*	Director	January 31, 2019
Roni Kleinfeld
*	Director	January 31, 2019
Abraham Nahmias
*	Director	January 31, 2019
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 Securities Act of 1933, as amended, the undersigned, Simon Anthony-Fried, the duly authorized representative in the United States of Nano Dimension Ltd., has signed this registration statement on January 31, 2019.

/s/ Simon Anthony-Fried

Simon Anthony-Fried

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Index of Exhibits

Exhibit Number	Exhibit Description
5.1	Opinion of Zysman, Aharoni, Gayer & Co. (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form F-1, as amended (File No. 333-228521), filed by the Registrant on January 30, 2019.
5.2*	Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.
23.1*	Consent of Somekh Chaikin, (Member Firm of KPMG International).
23.2	Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1).
23.3*	Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (included in Exhibit 5.2).
24.1	Power of Attorney (included on the signature page of the Registration Statement), previously filed on November 21, 2018.

* Filed herewith.

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EX-5.2

Exhibit 5.2

 

January 31, 2019

Nano Dimension Ltd.

2 Ilan Ramon

Ness Ziona 7403635 Israel

 Re: Registration Statement on Form F-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with (1) a Registration Statement on Form F-1 (Registration No. 333-228521) (as amended to date, the “Registration Statement”) filed by Nano Dimension Ltd., an Israeli company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration (including in connection with an over-allotment option granted to the Underwriter (as defined below)) and proposed maximum aggregate offering price by the Company of up to $33,350,000 of units, with each unit consisting of (i) one American Depositary Share (the “ADS”), each ADS representing five ordinary shares, par value NIS 0.1 per share of the Company (the “Ordinary Shares”), (ii) a warrant (the “Warrant”) to purchase one ADS per such Warrant, and (iii) a right to purchase (the “Right to Purchase”, and together with the ADS and the Warrant, the “Unit”) to purchase 0.75 ADS per such Right to Purchase; and (2) a Registration Statement on Form F-1 filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”) of a proposed maximum aggregate offering price by the Company of up to an additional $6,670,000 of Units. The Units are being registered by the Company, which has engaged A.G.P./Alliance Global Partners (the “Underwriter”) to act as the underwriter in connection with a public offering of the Company’s Units (the “Offering”).

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement and 462(b) Registration Statement. We have examined signed copies of the Registration Statement and 462(b) Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the articles of association of the Company, as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreements governing the Warrant (the “Warrant Agreement”) and the Right to Purchase (the “Right to Purchase Agreement”) contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. With respect to the Ordinary Shares underlying the ADSs and the Ordinary Shares underlying the ADSs underlying the Warrants and the Rights to Purchase being duly and validly issued, fully paid and non-assessable, we have relied on the opinion of Zysman, Aharoni, Gayer & Co. filed as an exhibit to the Registration Statement as filed with the Commission.

 Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement and 462(b) Registration Statement has become effective under the Securities Act, the Warrant Agreement, the Right to Purchase Agreement and each of the Units, the Warrants and the Rights to Purchase, if and when issued and paid for in accordance with the terms of the Offering, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' and debtors' rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

This opinion is rendered to you in connection with the 462(b) Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by purchasers and holders of the Units currently entitled to rely on it pursuant to applicable provisions of federal securities law.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the 462(b) Registration Statement and to the reference to this firm under the caption “Legal Matters” in the 462(b) Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP

Zysman, Aharoni, Gayer and Sullivan & Worcester LLP

EX-23.1

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

Certified Public Accountants (Israel)

A member firm of KPMG International

Tel Aviv, Israel

January 31, 2019