As filed with the Securities and Exchange Commission on August 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NANO DIMENSION LTD.
(Exact name of registrant as specified in its charter)
State of Israel | Not applicable | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2 Ilan Ramon, Ness Ziona, 7403635 Israel
(Address of Principal Executive Offices)
Nano Dimension Ltd. Employee Stock Option Plan (2015)
(Full title of the plan)
Nano Dimension USA Inc.
6413 Congress Avenue 110, Boca Raton, FL 33499
Tel: (408) 824-8242 (Name, Address and Telephone Number of Agent for Service)
COPIES TO:
Oded Har-Even, Esq. David Huberman, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212)-660-3000 |
Reut Alfiah Sullivan & Worcester Israel (Har-Even & Co.) HaArba’a Towers - 28 HaArba’a St. North Tower, 35th floor Tel-Aviv, Israel 6473925 Tel: +972 74-758-0480 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☐ | |
Emerging growth company ☒ |
If an emerging growth company, 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. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be registered (2) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
Ordinary Shares (1) | 5,063 | $ | 16.46 | (3) | $ | 83,342.58 | $ | 10.82 | ||||||||
Ordinary Shares (1) | 5,000 | $ | 99.21 | (3) | $ | 496,050 | $ | 64.39 | ||||||||
Ordinary Shares (1) | 2,500 | $ | 50.41 | (3) | $ | 126,025 | $ | 16.36 | ||||||||
Ordinary Shares (1) | 5,500 | $ | 14.90 | (3) | $ | 81,950 | $ | 10.64 | ||||||||
Ordinary Shares (1) | 3,563 | $ | 22.63 | (3) | $ | 80,630.69 | $ | 10.47 | ||||||||
Ordinary Shares (1) | 1,000 | $ | 22.19 | (3) | $ | 22,190 | $ | 2.88 | ||||||||
Ordinary Shares (1) | 9,244 | $ | 20.72 | (3) | $ | 191,535.68 | $ | 24.86 | ||||||||
Ordinary Shares (1) | 4,108 | $ | 9.74 | (3) | $ | 40,011.92 | $ | 5.19 | ||||||||
Ordinary Shares (1) | 1,287,710 | $ | 0.00 | (3) | $ | 0.00 | $ | 0.00 | ||||||||
Ordinary Shares (1) | 90,567 | $ | 8.13 | (3) | $ | 736,309.71 | $ | 95.57 | ||||||||
Ordinary Shares (1) | 22,920 | $ | 7.58 | (3) | $ | 173,733.60 | $ | 22.55 | ||||||||
Ordinary Shares (1) | 4,777,000 | $ | 0.70 | (3) | $ | 3,343,900 | $ | 434.04 | ||||||||
Ordinary Shares (1) | 5,748,185 | (4) | $ | 1.74 | (5) | $ | 10,001,841.31 | $ | 1,298.24 | |||||||
Total | 11,962,360 | N/A | $ | 15,377,520.49 | $ | 1,996.01 |
(1) | American Depository Shares, or ADSs, evidenced by American Depository Receipts, or ADRs, issuable upon deposit of Ordinary Shares, par value NIS 5.00 per share, of Nano Dimension Ltd., are registered on a separate Registration Statement on Form F-6 (File No. 333- 230728). Each ADS represents one (1) Ordinary Share. |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions. |
(3) | Computed in accordance with Rule 457(h) promulgated under the Securities Act based on the exercise price of the options underlying the Ordinary Shares. When initially set in New Israeli Shekels, or NIS, the amount is translated (solely for the purpose of calculating the registration fee) using the rate of NIS 3.402 to US $1.00, the representative rate of exchange as of August 24, 2020 as published by the Bank of Israel. |
(4) | Represents Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates. |
(5) | The fee is based on the number of Ordinary Shares which may be issued under the plan to which this Registration Statement relates and is estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of an ADS as reported on the Nasdaq Capital Market on August 24, 2020. |
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8, or the Registration Statement, is to register 11,962,360 additional Ordinary Shares of Nano Dimension Ltd., or the Registrant or the Company, reserved for issuance under the Nano Dimension Ltd. Employee Stock Option Plan (2015), or the Plan, which are in addition to the 157,247 Ordinary Shares (after giving effect to a 1-50 reverse share split on June 29, 2020) under the Plan registered on the Company’s Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission, or the Commission, on November 9, 2016 (Commission File No. 333-214520), or the Prior Registration Statement.
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except for Item 3 and Item 8 of Part II of the Prior Registration Statement, which are being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following additional documents, which have been filed by the Registrant with the Commission are incorporated by reference in and made a part of this Registration Statement, as of their respective dates:
(a) | The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on March 10, 2020; |
(b) | The Registrant’s Reports on Form 6-K furnished to the Commission on March 11, 2020 (with respect to the second paragraph and the sections titled “Corporate Updates,” “Fourth Quarter 2019 Financial Results,” “Full Year 2019 Financial Results,” “Balance Sheet Highlights,” “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4), April 10, 2020 (with respect to the first paragraph and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 13, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 14, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 15, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 16, 2020 (with respect to the first, fourth and fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April 16, 2020, April 20, 2020 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements,” in the press release attached as Exhibit 99.1, and the first two paragraphs and the section titled “Forward-Looking Statements,” in the press release attached as Exhibit 99.2), April 22, 2020, April 23, 2020, April 28, 2020 (with respect to the press release attached as Exhibit 99.1), May 1, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), May 7, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), May 14, 2020 (with respect to the first three paragraphs and the sections titled “First Quarter 2020 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements” and the IFRS financial statements in the press release attached as Exhibit 99.1), May 14, 2020, May 19, 2020 (with respect to the first, fourth and fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), May 20, 2020, June 2, 2020, June 15, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), June 16, 2020, June 23, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), July 7, 2020, July 9, 2020 (with respect to the first and third paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), August 5, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), and August 13, 2020 (with respect to the first two paragraphs, the sections titled “Second Quarter 2020 Financial Results,” “Six Months Ended June 30, 2020 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the IFRS financial statements in the press release attached as Exhibit 99.1); and |
(c) | The description of the Registrant’s Ordinary Shares and ADSs contained in the Registrant’s Registration Statement on Form 20-F filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, on October 20, 2015 (File No. 001-37600), as amended by Exhibit 2.D to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2019, and including any further amendment or report filed or to be filed for the purpose of updating such description. |
In addition to the foregoing, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
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 Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ness Ziona, State of Israel, on August 26, 2020.
NANO DIMENSION LTD. | ||
By: | /s/ Yael Sandler | |
Name: Yael Sandler | ||
Title: Chief Financial Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Nano Dimension Ltd., hereby severally constitute and appoint Yoav Stern and Yael Sandler, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Yoav Stern | Chief Executive Officer and Director | August 26, 2020 | ||
Yoav Stern | (principal executive officer) | |||
/s/ Yael Sandler | Chief Financial Officer | August 26, 2020 | ||
Yael Sandler | (principal financial officer and principal accounting officer) | |||
/s/ Ofir Baharav | Chairman of the Board | August 26, 2020 | ||
Ofir Baharav | ||||
/s/ Simon Anthony-Fried | Director | August 26, 2020 | ||
Simon Anthony-Fried | ||||
/s/ Amit Dror | Director | August 26, 2020 | ||
Amit Dror | ||||
/s/ Yaron Eitan | Director | August 26, 2020 | ||
Yaron Eitan | ||||
/s/ Roni Kleinfeld | Director | August 26, 2020 | ||
Roni Kleinfeld | ||||
/s/ Christopher Moran | Director | August 26, 2020 | ||
Christopher Moran | ||||
/s/ Nira Poran | Director | August 26, 2020 | ||
Nira Poran |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, Nano Dimension USA Inc., the duly authorized representative in the United States of Nano Dimension Ltd., has signed this Registration Statement on Form S-8 on August 26, 2020.
Nano Dimension USA Inc. | |
/s/ Yoav Stern | |
Yoav Stern, Director |
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