Form 20-F Nano Dimension Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-37600 NANO DIMENSION LTD. (Exact name of registrant as specified in its charter) Translation of registrant’s name into English: Not applicable State of Israel (Jurisdiction of incorporation or organization) 2 Ilan Ramon Ness Ziona 7403635 Israel (Address of principal executive offices) Yoav Stern President and Chief Executive Officer +972-073-7509142 [email protected] 2 Ilan Ramon Ness Ziona 7403635 Israel (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol(s) registered American Depository Shares each representing one NNDM Nasdaq Capital Market Ordinary Shares par value NIS 5.00 per share(1) Ordinary Shares, par value NIS 5.00 per share(2) (1) Evidenced by American Depositary Receipts. (2) Not for trading, but only in connection with the listing of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 172,063,020 Ordinary Shares, par value NIS 5.00 per share, as of December 31, 2020. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒ TABLE OF CONTENTS Page INTRODUCTION iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iv PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS. 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE. 1 ITEM 3. KEY INFORMATION. 1 A. [Removed and reserved.] 1 B. Capitalization and Indebtedness. 1 C. Reasons for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 ITEM 4. INFORMATION ON THE COMPANY. 20 A. History and Development of the Company. 20 B. Business Overview. 21 C. Organizational Structure. 29 D. Property, Plants and Equipment. 29 ITEM 4A. UNRESOLVED STAFF COMMENTS. 29 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS. 30 A. Operating Results. 30 B. Liquidity and Capital Resources. 34 E. Off-Balance Sheet Arrangements. 36 F. Tabular Disclosure of Contractual Obligations. 36 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES. 38 A. Directors and Senior Management. 38 B. Compensation. 41 C. Board Practices. 42 D. Employees. 51 E. Share Ownership. 51 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. 53 A. Major Shareholders. 53 B. Related Party Transactions. 54 C. Interests of Experts and Counsel. 54 ITEM 8. FINANCIAL INFORMATION. 55 A. Consolidated Statements and Other Financial Information. 55 B. Significant Changes. 55 ITEM 9. THE OFFER AND LISTING. 55 A. Offer and Listing Details. 55 B. Plan of Distribution. 55 C. Markets. 55 D. Selling Shareholders. 55 E. Dilution. 55 F. Expenses of the Issue. 55 ITEM 10. ADDITIONAL INFORMATION. 56 A. Share Capital. 56 B. Memorandum and Articles of Association. 56 C. Material Contracts. 56 D. Exchange Controls. 57 E. Taxation. 57 F. Dividends and Paying Agents. 64 G. Statement by Experts. 64 H. Documents on Display. 64 I. Subsidiary Information. 64 i ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 65 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. 65 A. Debt Securities. 65 B. Warrants and rights. 65 C. Other Securities. 65 D. American Depositary Shares. 66 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. 67 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. 67 ITEM 15. CONTROLS AND PROCEDURES. 67 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT. 67 ITEM 16B. CODE OF ETHICS. 68 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 68 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. 68 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. 69 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT. 69 ITEM 16G. CORPORATE GOVERNANCE. 69 ITEM 16H. MINE SAFETY DISCLOSURE. 70 PART III ITEM 17. FINANCIAL STATEMENTS. 71 ITEM 18. FINANCIAL STATEMENTS. 71 ITEM 19. EXHIBITS. 71 SIGNATURES 73 ii INTRODUCTION We are a leading additive electronics provider. We believe our flagship proprietary DragonFly Lights-Out Digital Manufacturing (LDM) system is the first and only precision system that produces professional multilayer circuit-boards (PCB), radio frequency (RF) antennas, sensors, conductive geometries, and molded connected devices for rapid prototyping through custom additive manufacturing. We have been actively developing our additive manufacturing technology since 2014. With our unique additive manufacturing technology for additively manufactured electronics, we are targeting the growing market for smart electronic devices that rely on printed circuit boards, connected devices, RF components and antennas, sensors, and smart products, including Internet of Things (IoT). We were incorporated under the laws of the State of Israel in December 1960. On March 7, 2016, American Depositary Shares, or ADSs, representing our Ordinary Shares, commenced trading on the Nasdaq under the symbol “NNDM.” On June 29, 2020, we effected a change in the ratio of our ADSs to Ordinary Shares from one (1) ADS representing fifty (50) Ordinary Shares to a new ratio of one (1) ADS representing one (1) Ordinary Share. All descriptions of our ADS herein, including ADS amounts and per ADS amounts, are presented after giving effect to the ratio change. Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Nano Dimension” refer to Nano Dimension Ltd. and its subsidiaries, Nano Dimension Technologies Ltd., and Nano Dimension IP Ltd., Israeli corporations, Nano Dimension USA Inc., or Nano USA, a Delaware corporation, and Nano Dimension (HK) Limited, a Hong Kong corporation. References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. References to “Ordinary Shares” are to our Ordinary Shares, par value of NIS 5.00 per share. We report financial information under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included or incorporated by reference in this annual report on Form 20-F may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

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