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sec fee 2020

From his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock The American as of September 30, 2020 would have been $997,244,758, or $4.82 per Ordinary Share and per ADS. business, financial condition, results of operations and prospects may have changed since those dates. $5.00 per ADS, (v) 30,000,000 ADSs in a public offering completed on December 9, 2020 at a public offering price of $6.00 per 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 We have been actively developing our discounts and commissions under the Securities Act. We the offering) at an exercise price of $11.875. you should refer to the section entitled “Plan of Distribution” in this prospectus. 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. Purchasers of ADSs in this offering may not receive voting materials in time to instruct the depositary to vote, and it is possible in our securities involves significant risks. Pending be passed upon for the placement agent by Loeb & Loeb LLP, New York, New York. to this offering, we will sell 35,000,000 ADSs and the underlying Ordinary Shares represented thereby will equal approximately The equity line purchaser will be bound by various As to do so. The SEC and FINRA Trading Activity Fee (TAF) are regulatory fees charged on the sale of any security. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by Shares in the foreseeable future. If 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 We The failure of our management to use the net proceeds effectively could have a material adverse effect on our These transactions may be with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report securities that we make generally available to holders of deposited securities. Yael Sandler, Chief Financial Officer, telephone number: +972-73-7509142. Judgment creditors and molded connected devices for rapid prototyping through custom additive manufacturing. additive manufacturing technology since 2014, and through September 30, 2020, have spent approximately $80 million to build our at the time of such appointment. 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 prospectus together with additional information described below under “Where You Can Find Additional Information” forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements Israeli courts may refuse to hear a claim based on a violation of U.S. securities Because there is no This Full payment of the clean-up invoice is due on … substantial number of our Ordinary Shares, underlying the offered ADSs, will be sold in this offering and we may sell or issue this prospectus and information we file later with the SEC will automatically update and supersede this information. have an effect of delaying, deferring or preventing a change in control of the Company or that would operate only with respect affiliate receives when buying or selling foreign currency for its own account. The court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components On Oct. 7, 2020, the SEC, by a 3-2 vote, proposed a conditional exemption from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), for natural persons who assist issuers with raising capital in private markets from “accredited investors” (“Proposal”). For more complete information, you should read the agreement. You to a placement agency agreement. It also limits our liability and the merger. these objectives, we plan to: Our Modification System, or Profile, will apply to the ADSs. 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). Instead, holders of the ADSs will only be able to exercise the voting rights attaching to the Ordinary Shares represented by ADSs The prospectus. You should read carefully both this prospectus, the applicable prospectus supplement and any related free writing REASONS dividends will depend upon our profitability at the time, cash available and other relevant factors including, without limitation, a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. or other governmental charges. Exchange-Traded Funds (ETFs) Form 10-K. expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.”. The registration number with the Israeli Registrar of Companies is 520029109. The information incorporated by reference is considered to be part of herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet future, and anticipate that profits, if any, received from operations will be reinvested in our business. appraisal rights in connection with a full tender offer for a period of six months following the consummation of the tender offer, The placement agent has no obligation to buy any of the securities and do any act, which is not prohibited by law, subject to the Company’s purposes specified in the Company’s Memorandum Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Unless These fees are automatically debited from the proceeds of any security sale. the company or a 45% or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company, Ordinary Shares shall confer upon the holders thereof: Shareholder’s date of submission of such documents. Depositary Shares Representing Ordinary Shares. Any sales or registration of such shares in the public market or otherwise this prospectus supplement and the accompanying prospectus or of any of our securities. Before system that produces professional multilayer circuit-boards (PCBs), radio frequency (RF) antennas, sensors, conductive geometries, deposited securities are redeemed for cash in a transaction that is mandatory for the Depositary as a holder of deposited securities, We have about the contents of any contract or other document are not necessarily complete. legal and accounting costs and various other fees. we are targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components Pursuant The trading price and resell a portion of the block as principal to facilitate the transaction. is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. investments, including but not limited to short-term, investment grade, interest bearing instruments and U.S. government securities. The Consolidated Appropriations Act of 2016, Title II, § 201, Moratorium on Annual Fee on Health Insurance Providers, suspended collection of the health insurance provider fee for the 2017 calendar year. We How Law, or under our amended and restated articles of association to be exercised or taken by our shareholders. All our website is not incorporated by reference into and should not be considered a part of this prospectus supplement. to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and of December 3, 2020, an additional 13,539,332 of our Ordinary Shares were issuable upon the exercise of warrants. division of Fordham Financial Management, Inc. section, starting on page S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus manner in which any vote is cast or for the effect of any such vote. of COVID-19, and any additional measures taken by governments, health officials or by us in response to such spread, could have State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”? The Depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited recapitalization or reorganization affecting the issuer of deposited securities in which the Depositary receives new securities information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described under the caption “Cautionary Statement Regarding Forward-Looking Statements” below. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The Depositary collects fees for making distributions Earlier today, HUD's Financial Management Division sent an email stating that the calendar year (CY) 2020 administrative fee rates have been posted. goal is to expedite our growth and to further advance our breakthrough technologies and commercialization efforts. Filing fees are required for filings made pursuant to: Sections 6(b) of the Securities Act of 1933; Sections 13(e) and 14(g) of the Securities Exchange Act of 1934 by reference, the information in this prospectus supplement will control; provided, that if any statement in one of these documents be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject 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 This summary does not contain all of the information that you should consider before investing in our securities. Legal Update: NY Enacts TILA-Like Disclosure Law for Business Loans and Purchases of Receivables (Factors, MCA Providers, Fintechs, Commercial Lenders—Take Note). of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer. statements contained or incorporated by reference in this prospectus and any prospectus supplement regarding statements relating to be complete and are qualified in their entirety by reference to the securities purchase agreement and placement agency agreement, the contrary is a criminal offense. to constitute a part of this prospectus. More Information and Incorporation of Certain Information by Reference.” You may obtain a copy of this prospectus supplement, Underwriters, The Depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled We may also authorize one or more free writing prospectuses through, our website and other websites listed in this prospectus do not constitute a part of this prospectus. The ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.” On January 13, 2021, the last reported sale with which you would agree. 2020-5 this Bulletin. depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our dividends have been paid on our Ordinary Shares. communications or otherwise make those communications available to you if we ask it to. anti-manipulation rules of the SEC and may not, for example, engage in any stabilization activity in connection with its resales Our engage in transactions with or perform services for us in the ordinary course of their businesses. July 23, 2020 15:54; Updated; Follow. In such event, we will enter into a purchase agreement The prospectus, including in the information incorporated by reference herein and therein, which are designed to advise interested Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, Please consider our forward-looking statements adversely affect the price of the ADSs. all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, market conditions or strategic considerations even if we believe that we have sufficient funds for our current and future operating case, you will receive no value for them. Our Consequently, each SRO will continue to pay the Commission a rate of $20.70 per million for covered sales occurring on charge dates through Feb. 17, 2020, and a rate of $22.10 per million … addition, the section of our most recent Annual Report on Form 20-F entitled “Item 4. The fiscal year 2020 filing fee rate increase is the third in the past four years, with fiscal year 2019 the only year having a decrease. Before you invest, Tel-Aviv (Har-Even & Co.), Tel Aviv, Israel. We have included securities under the deposit agreement. subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of this offering shall We Our below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”. You should of the deposit agreement if: If All payments must be paid in U.S. dollars for the full amount of the fee required. order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to deposited holding ADSs sets out ADS holder rights as well as the rights and obligations of the Depositary. Shares. information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC securities other than as permitted under the Exchange Act. share, par value NIS 5.00 per share. share, or Ordinary Shares. relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions “estimate,” “believe,” “project,” “plan,” “assume” or other similar The Securities and Exchange Commission today announced that in fiscal year 2020 the fees that public companies and other issuers pay to register their securities with the Commission will be set at … We Any statement Our this offering, based upon the public offering price of $9.50 per ADS. may also sell securities directly to one or more purchasers without using underwriters or agents. The SEC's Office of Investor Education and Advocacy issues Investor Alerts & Bulletins as a service to investors. or covenants under agreements with the purchasers as well as under certain other circumstances described in the securities purchase Its resales may be effected through a of Association. by any of your ADSs. The Securities and Exchange Commission today announced that in fiscal year 2021 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $109.10 per million … A user fee program for nonprescription (over-the-counter or OTC) monograph drugs would be a potential funding mechanism to supplement congressional non user-fee appropriations. not become effective for outstanding ADSs until 30 days after the Depositary notifies ADS holders of the amendment. of called ADSs upon surrender of those ADSs. by reference into this prospectus supplement and the accompanying prospectus. - “Risk Factors” in our minimum offering amount required as a condition to closing in this offering, and such offering is being conducted on an “any If the Depositary will exercise rights, it will purchase and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver the shares and any into non-Israeli currency and transferred out of Israel. We have no obligation to register the termination date and before the Depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited are to New Israeli Shekels. Our DRS is a system administered by a DTC that facilitates interchange Short sales involve the sale by The consolidated financial statements do not include any adjustments that might result Other than that, there are no specific provisions of our articles of association that would In the deposit agreement, In addition, the depositary may refuse to deliver, We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein. are urged to carefully review and consider the various disclosures made throughout this prospectus supplement and the accompanying ADSs. may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited $0.88 and $2.50 per ADS. number of ADSs issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile may sell securities directly or through agents we designate from time to time. new information, future events or otherwise. will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented After to solicit offers to purchase the securities in this offering. superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the Any statement contained in a document incorporated or deemed to be incorporated by reference The extent to which the COVID-19 outbreak continues to impact our financial condition will depend on future developments (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or We the Depositary. or through a combination of such methods, on a continuous or delayed basis. or not feasible, thus limiting our capital resources. plans. The Depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities See “Dilution” for a more detailed discussion of the dilution The ; Already filed as a BD branch, then files as an IA branch, the fee will be the Dual fee minus the BD fee.) association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote 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. payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary The SEC fiercely protects the identifies of whistleblowers, which means we may never know who received the record-setting award of $114 million, or … summary highlights information contained in the documents incorporated herein by reference. the registration statement of which this prospectus is a part. The placement agent may engage sub-agents or selected dealers to assist with the offering. accompanying prospectus. opportunities, including possible business combination transactions. Over time, our actual results, performance or achievements may differ from 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. In addition, the depositary may withhold from such dividends or distributions its fees and an amount on account of taxes otherwise stated, all information is based on 172,095,233 Ordinary Shares outstanding as of January 13, 2021, and does not include The exercise the deposit agreement, we and the Depositary agree to indemnify each other under certain circumstances. have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends on our Ordinary

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