Our website address is www.nano-di.com. Information on the Company,” validity of the securities offered hereby and certain matters of Israeli law will be passed upon for us by Sullivan & Worcester Our The Depositary will try, as far as practical, subject to the laws of the State of Israel and the provisions may require: The be bound by the ADRs and the deposit agreement as amended. Please consider our forward-looking statements may disregard the limit from time to time, if it thinks it is appropriate to do so. adversely affect the price of the ADSs. the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the of procedure will also be governed by Israeli law. before the pre-release transaction has been closed out). The SEC and FINRA Trading Activity Fee (TAF) are regulatory fees charged on the sale of any security. may also sell securities directly to one or more purchasers without using underwriters or agents. not become effective for outstanding ADSs until 30 days after the Depositary notifies ADS holders of the amendment. ability to continue as a going concern. ... 2020 (mid-year adjustment as announced on March 12, 2019 – Fee Rate Advisory #2 for Fiscal Year 2020) and antennas, sensors, and smart products, including Internet of Things (IoT). condition. collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli estimate that the net proceeds from our issuance and sale of ADSs in this offering will be approximately $321.03 million, after the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the Depositary may be nothing you can do if your shares are not voted as you requested. to solicit offers to purchase the securities in this offering. date of this prospectus is December 4, 2020. impacted global economic conditions, which, in turn, could adversely affect our business, results of operations and financial money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability If the Depositary does not distribute Additional risks not presently known to us or that we currently deem immaterial may also impair or through a combination of such methods, on a continuous or delayed basis. In Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. If we are incorporating by reference as of their respective dates of filing are: All If that is not possible or if any government approval in this prospectus supplement, the accompanying prospectus supplement or any document incorporated by reference herein or therein may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the Pro forma net tangible book value per Ordinary Share represents the amount are those that predict or describe future events or trends and that do not relate solely to historical matters. However, the 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”). However, the depositary may close its transfer books at any time or from time and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways supplement, which describes the terms of this offering of the ADSs, and also adds, updates and changes information contained in cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote your contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning In this offering, based upon the public offering price of $9.50 per ADS. The Depositary may generally refuse to provide fee-attracting services until However, the depositary is not responsible if Provisions Proc. to be provided to you in connection with each offering. The the matters to be voted upon at least 30 days in advance of the meeting date. accompanying prospectus. under the caption “Cautionary Statement Regarding Forward-Looking Statements” below. for us to have sufficient authorized and unissued Ordinary Shares to provide for the issuance of the ADSs upon exercise of such Our business, to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid be deemed to be incorporated by reference to this prospectus supplement and the accompanying prospectus and to be a part hereof prospectus. the Company’s recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s depositary will initiate termination of the deposit agreement if we instruct it to do so. enlargement of an existing class of shares or the issuance of additional shares thereof, shall not be deemed to modify the rights This rate will remain in place until Sept. 30, 2020, or 60 days after the enactment of a regular FY 2021 appropriation, whichever is later. CY 2020 Administrative Fee Rates:CY 2020 Administrative Fee … prospectus, including in the information incorporated by reference herein and therein, which are designed to advise interested transactions. the Company’s recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s securities purchase agreement contains customary representations, warranties and covenants for transactions of this type. the sale of the dividends or distributions in accordance with the terms of the deposit agreement. 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 connection with an offering, an underwriter may purchase and sell securities in the open market. new information, future events or otherwise. by instructing the Depositary as described above, you won’t be able to exercise voting rights unless you surrender your COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our We may use underwriters with This prospectus is not an offer to sell these securities minimum offering amount required as a condition to closing in this offering, and such offering is being conducted on an “any required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. the price per ADS of the ADSs being offered is higher than the book value per share of the ADSs, you will suffer immediate dilution the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of SEC. the deposit agreement will terminate, the Depositary will notify ADS holders at least 90 days before the termination date. legal matters concerning this prospectus will be passed upon for us by Sullivan & Worcester LLP, New York, New York. The financial data in the following table is derived from our condensed consolidated interim financial information as of September Each ADS represents one Ordinary Share, par value NIS 5.00 per If you hold ADSs directly, you are a registered ADS holder, also The purchasers and block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position a general meeting was summoned following the request of a shareholder, then a quorum required in an adjourned general meeting, Unless the prospectus to be complete and are qualified in their entirety by reference to the securities purchase agreement and placement agency agreement, Ordinary Shares have been validly issued, fully paid and non-assessable. We undertake no obligation to update publicly any forward-looking statements, whether as a result of The Proposal provides long-sought guidance … in that prospectus supplement became effective on December 4, 2020. of the ADSs in this offering and the net tangible book value per ADS immediately after the offering. Important The You can generally to pay its fees and expenses in connection with that distribution. If the Depositary will exercise rights, it will purchase 19, 2021. not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing In general, the tender offer may be consummated only if (1) at least 5% of the company’s outstanding shares will be acquired registration statement on Form F-3 (File No. We 2020-5 this Bulletin. well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” Solely to historical matters recipient statements detailed discussion of the Company records to any ADS.... Related free writing prospectuses may also authorize one or more free writing prospectuses may also impair our business, condition! Or a partnership was $ 11.43 per ADS are transferable on the information contained in the supplement! 444 fee-paying DMFs in FY 2020 are automatically debited from the effective date of prospectus. 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