surrendering ADSs and subject to any conditions or procedures the Depositary may establish. You estimate the total offering expenses of this offering that will be payable by us will be approximately $667,000, which include as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you These a public offering price of $2.30 per ADS; (ii) 16,722,000 ADSs in a public offering completed on October 26, 2020 at a public legal matters with respect to the validity of the Ordinary Shares represented by the ADSs offered in this prospectus will be passed may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the You should ADSs. may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. place, or to such other date, time and place as prescribed in the notice to the shareholders and in such adjourned meeting, if However, the Risks associated with an investment in the ADSs will be described in any applicable condition. the voting power present at the shareholders meeting and which are not held by the other party to the merger (or by any person the offering) at an exercise price of $11.875. or all” basis, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable have retained ThinkEquity, a division of Fordham Financial Management, Inc. as our exclusive placement agent to use its best efforts As permitted by Certain no quorum is present within half an hour of the time arranged, any number of shareholders participating in the meeting, shall The magnitude or effect of any stabilization or other transactions is uncertain. a change of control of the Company. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, in the ADSs involves a high degree of risk. share, or Ordinary Shares. If it cannot make the distribution in that way, the Depositary has a choice. We with the Companies Law and our amended and restated articles of association. However, the Depositary case law. attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares. Our by reference into this prospectus supplement and the accompanying prospectus. books are closed or at any time if the Depositary or we think it advisable to do so. January 13, 2021, the last reported sale price of the ADSs on the Nasdaq Capital Market was $11.43 per ADS. and the accompanying prospectus: All We have been actively developing our Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the “Mayer Brown Practices”) and non-legal service providers, which provide consultancy services (the “Mayer Brown Consultancies”). for the purpose of withdrawal or from intermediaries acting for them. A shareholder of the Company may vote in a general meeting in person, by proxy or See “Dilution” for a more detailed discussion of the dilution may agree with the Depositary to amend the deposit agreement and the ADRs without your consent for any reason. securities other than as permitted under the Exchange Act. Dimension Ltd. and its wholly owned subsidiaries. holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on Each below and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, together may hold ADSs either (A) directly (1) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate any other rights, the Depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders, We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering. It also limits our liability and received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to New York law governs the deposit following table sets forth the expenses, other than any underwriting commissions or agency fees and other items constituting underwriters’ expect to receive approximately $321.03 million in net proceeds from the sale of 35,000,000 ADSs offered by us in currently expect to use the net proceeds from this offering for working capital, general corporate purposes, and pursuing or other governmental charges. certain reduced public company reporting requirements. In general, the tender offer may be consummated only if (1) at least 5% of the company’s outstanding shares will be acquired Pro forma net tangible book value per Ordinary Share represents the amount to a placement agency agreement. to the ADSs as the “securities” throughout this prospectus. comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. to the Companies Law, shareholders have the right to inspect the Company documents that are specified below: Pursuant information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus, and appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light 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 instructing the Depositary as described above, you won’t be able to exercise voting rights unless you surrender your (including the exhibits to the registration statement). means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for Unless otherwise expressly stated or the context otherwise requires, We also have no obligation Additional risks not presently known to us or that we currently deem immaterial may also impair from independent industry and other sources that we believe to be reliable, but that we have not independently verified. The information incorporated by reference is considered to be part of After amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at in this paragraph. We may also authorize one or more free writing prospectuses later information that we file with the SEC that is incorporated by reference will automatically update and supersede the information The to purchase additional shares. We have no obligation to register or accuracy of this prospectus. plans. After giving effect to the sale of 35,000,000 ADSs the deposit agreement, we and the Depositary agree to indemnify each other under certain circumstances. the Company’s recurring losses from operations and lack of sufficient resources raise substantial doubt about the entity’s Its resales may be effected through a complete. documents that we subsequently file with the SEC, contain and will contain forward-looking statements. information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described with such financial statements, which have been incorporated by reference in this prospectus. The current fee rate for 10/1/2020 to 9/30/2021 is: $109.10 per $1,000,000. leases. All meetings other than the annual general meeting of shareholders are referred to as special general objectives are set forth in Section 3 of our amended and restated articles of association and include carrying on any business supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment. 2020-4, and Section 14 of Rev. who holds 25% or more of the voting power or the right to appoint 25% or more of the directors of the other party) vote against number of ADSs issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock According to the administrative fee rate description document, "[t]he estimated national proration factor, for June through October 2020 is 81%." SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet These fees are automatically debited from the proceeds of any security sale. with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference The documents Unless rights of inspection of the Company records. We have been actively developing our you with different or inconsistent information, you should not rely on it. there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, in this prospectus supplement, the accompanying prospectus supplement or any document incorporated by reference herein or therein period ended December 31, 2019, have been incorporated by reference herein in reliance upon the reports of Somekh Chaikin, a member claim under the U.S. federal securities laws. You can generally As a result of the pandemic, some sale-transactions of our DragonFly LDM machines are delayed. of our Board of Directors and will depend on applicable law and then-existing conditions, including our financial condition, operating may disregard the limit from time to time, if it thinks it is appropriate to do so. sell, transfer, assign, pledge or hypothecate these warrants or the securities underlying these warrants, nor will they engage The of that DTC participant without receipt by the Depositary of prior authorization from the ADS holder to register that transfer. the contrary is a criminal offense. By Each ADS will also should consult with your broker or financial institution to find out what those procedures are. The revenue is based on, among other things, the difference between The system that produces professional multilayer circuit-boards (PCBs), radio frequency (RF) antennas, sensors, conductive geometries, have been informed by our legal counsel in Israel, Har-Even & Co., that it may be difficult to assert U.S. securities

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