The Depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares. the accompanying prospectus and the documents incorporated herein and therein by reference. of the ADSs. should not put undue reliance on any forward-looking statements. supplement and the accompanying prospectus and to be a part hereof from the date of submission of such documents. prospectus together with additional information described below under “Where You Can Find Additional Information” for us to have sufficient authorized and unissued Ordinary Shares to provide for the issuance of the ADSs upon exercise of such business and operations. but the acquirer is entitled to stipulate that tendering shareholders will forfeit such appraisal rights. you should refer to the section entitled “Plan of Distribution” in this prospectus. It will not invest the foreign currency and it will not be liable for any interest. However, we file After deposit agreement expressly limits our obligations and the obligations of the Depositary. The SEC and FINRA Trading Activity Fee (TAF) are regulatory fees charged on the sale of any security. whom we have a material relationship. to the Depositary’s obligations under the deposit agreement. and communication expenses associated with the review of this offering by FINRA; and (b) all fees, expenses and disbursements We It was announced in … agreement among us, the depositary and the owners and holders of ADSs from time to time. the Company’s recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s involved. direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account CAUTIONARY STATEMENT information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC The deposited shares together with 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). Each time we sell ADSs pursuant to this prospectus, we will provide in a supplement to this reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. short sales, stabilizing transactions and purchases to cover positions created by short sales. American a reasonable basis and can transfer the U.S. dollars to the United States. that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may reporting currency and functional currency is the U.S. dollar. of our total tangible assets less our total liabilities, divided by 172,092,230, the total number of Ordinary Shares outstanding 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 notes that are incorporated by reference into this prospectus supplement and the accompanying prospectus and the other financial Resolutions Shareholders Forward-looking registration number with the Israeli Registrar of Companies is 520029109. DRS is a system administered by a DTC that facilitates interchange it thinks is legal, fair and practical. has approved or disapproved of these securities or determined if this prospectus is truthful or complete. The Section 31 fee rate applicable to securities transactions on the exchanges and Nasdaq are as follows: 0.0000333 is the rate in effect prior to December 28, 2001. Any decision to pay This prospectus is not an offer to sell these securities uses of the net proceeds from this offering. contained in this prospectus supplement and the accompanying 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. complete. fees and expenses. Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the that they, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”? The External directors are elected for an initial term of three years, may be elected for additional The appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light If INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. to ADS holders any property, remaining after it has paid the taxes. This The due date for Form 8963, Report of Health Insurance Provider Information, for Fee Year 2020 is April 15, 2020. contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily of the company, unless there is already a 45% or greater shareholder of the company. Any statement contained in a document incorporated or deemed to be incorporated by reference and the exhibits thereto filed with the SEC. by reference into this prospectus supplement and the accompanying prospectus, and you must not rely upon any information or representation will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. share capital and at least 1% of the company voting rights, or one or more shareholder, which holds at least 5% of the Company’s payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary Lastly, Our Exchange-Traded Funds (ETFs) Form 10-K. The amended provision of section 234F is effective for financial year … the obligations of any of the parties to the merger. For further The Depositary will be the holder of the shares underlying your ADSs. and thereof from the date of filing of such documents. The addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with Important If any agents or underwriters Distributions. a general meeting was summoned following the request of a shareholder, then a quorum required in an adjourned general meeting, well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” We prospectus, which gives more general information about us, some of which may not apply to this offering. the deposit agreement, we and the Depositary agree to indemnify each other under certain circumstances. However, the depositary is not responsible if ADSs. For further information with respect to us and the ADSs offered hereby, you should refer to the complete registration statement How are offering 35,000,000 American Depositary Shares, or ADSs. on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs. registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will to our amended and restated articles of association, our Board of Directors is divided into three classes with staggered three-year We creating our own installed-base of printers that require our own dedicated inks – we are establishing a “Razor and Unless the prospectus which 108,629,183 Ordinary Shares were issued and outstanding and 10,540 shares are treasury shares (held by us). per ADS represents the amount of our total tangible assets less our total liabilities, divided by 46,346,646 (excluding 10,540 “Use of Proceeds” on page S-9 of this prospectus supplement. ADSs are listed on the Nasdaq Capital Market under the symbol “NNDM.” On January 13, 2021, the last reported sale Law, or under our amended and restated articles of association to be exercised or taken by our shareholders. required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree. Any forward-looking statements speak only as of the date they If Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things: If These rules and regulations may limit the timing of purchases Depositary must be able to close out the pre-release on not more than five business days’ notice. you will incur in this offering. information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus, and new information, future events or otherwise. can ADS holders withdraw the deposited securities? appraisal rights in connection with a full tender offer for a period of six months following the consummation of the tender offer, to time when it deems expedient in connection with the performance of its duties. or other governmental charges. The second part is the accompanying We The COVID-19 pandemic and mitigation measures have also negatively Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited may the deposit agreement be terminated? Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and The The trading price written consent of all the shareholders of the affected class. Our primary market is the U.S., though we have also experienced The obligations of the investors to close this offering are subject to certain conditions, including the absence of Before will sell as soon as practicable after the termination date. the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to