Nano-X Imaging validates $53.9M ATM share capacity

Rhea-AI Filing Summary

Nano-X Imaging Ltd provides a legal opinion from Meitar Law Offices covering the validity of the remaining $53.9 million of ordinary shares, par value NIS 0.01, that may be issued and sold from time to time under its at-the-market Controlled Equity Sales Agreement with Cantor Fitzgerald and Mizuho Securities.

These potential issuances are made pursuant to Nano-X’s effective shelf registration statement on Form F-3, filed March 13, 2026 and declared effective March 30, 2026, and a July 23, 2026 prospectus supplement. The materials are incorporated by reference into that registration framework and expressly do not themselves constitute an offer to sell shares.

Key Figures

ATM capacity: $53.9 million Par value: NIS 0.01 per share Form F-3 filing date: March 13, 2026 +4 more

7 metrics

ATM capacity $53.9 million Remaining ordinary shares that may be issued and sold under the Controlled Equity Sales Agreement

Par value NIS 0.01 per share Par value of Nano-X Imaging ordinary shares

Form F-3 filing date March 13, 2026 Date the Form F-3 shelf registration statement was filed with the SEC

Form F-3 amendment date March 26, 2026 Date Amendment No. 1 to the Form F-3 was filed

Form F-3 effectiveness date March 30, 2026 Date the Form F-3 registration statement was declared effective by the SEC

Sales Agreement date June 7, 2024 Date of the Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. and Mizuho Securities USA LLC

Prospectus Supplement date July 23, 2026 Date of the prospectus supplement filed under Rule 424(b)(5)

Key Terms

Controlled Equity Sales Agreement, shelf registration statement on Form F-3, prospectus supplement, Rule 424(b)(5)

4 terms

Controlled Equity Sales Agreement financial

"under the Controlled Equity Sales Agreement, dated June 7, 2024, with Cantor and Mizuho"

shelf registration statement on Form F-3 regulatory

"pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-294302)"

prospectus supplement regulatory

"and a prospectus supplement, dated July 23, 2026, filed by the Company"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 424(b)(5) regulatory

"filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act"

Offering Details

ATM · $53.9 million of ordinary shares that may be issued and sold from time to time

Offering

Offering Type ATM

Securities Offered Ordinary shares, par value NIS 0.01 per share

Offering Amount $53.9 million of ordinary shares that may be issued and sold from time to time

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Nano-X Imaging (NNOX) disclose about its at-the-market offering?

Nano-X Imaging files a legal opinion covering the validity of the remaining $53.9 million of ordinary shares under its at-the-market Controlled Equity Sales Agreement. The opinion supports future share issuances pursuant to an effective Form F-3 shelf registration and a July 23, 2026 prospectus supplement.

How much capacity remains under Nano-X Imaging’s (NNOX) ATM share program?

The company indicates that a remaining $53.9 million of its ordinary shares may still be issued and sold from time to time under the Controlled Equity Sales Agreement. This capacity is tied to its effective Form F-3 shelf registration and related prospectus supplement.

Which institutions act as sales agents for Nano-X Imaging (NNOX) under the ATM agreement?

Cantor Fitzgerald & Co. and Mizuho Securities USA LLC serve as sales agents under Nano-X Imaging’s Controlled Equity Sales Agreement. Ordinary shares may be issued and sold through them from time to time under the Form F-3 shelf and July 23, 2026 prospectus supplement.

Under which SEC registration framework does Nano-X Imaging (NNOX) issue these ATM shares?

The potential issuance of up to the remaining $53.9 million in ordinary shares occurs under Nano-X Imaging’s shelf registration statement on Form F-3, filed March 13, 2026 and declared effective March 30, 2026, together with a prospectus supplement dated July 23, 2026.

Does this Nano-X Imaging (NNOX) disclosure itself constitute an offer to sell shares?

No. The company states that this disclosure does not constitute an offer to sell or the solicitation of an offer to buy any shares. It is furnished solely to provide the Meitar legal opinion and related documents within the existing Form F-3 and prospectus structure.

What role does Meitar Law Offices play in Nano-X Imaging’s (NNOX) ATM program?

Meitar Law Offices, as Israeli legal counsel, issues an opinion on the validity of the ordinary shares that may be issued under Nano-X Imaging’s at-the-market program. This opinion is filed as an exhibit and incorporated by reference into the Form F-3 and prospectus supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 07/23/2026 - 05:29 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-39461

NANO-X IMAGING LTD

(Translation of registrant’s name into English)

Ofer Tech Park

94 Shlomo Shmeltzer Road

Petach Tikva

Israel 4970602

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☑        Form 40-F ☐

CONTENTS

Legal Opinion as to Validity of Shares Under ATM Offering

NANO-X IMAGING LTD (the “Company”) is filing this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) solely to file as an exhibit the legal opinion of Meitar Law Offices, Israeli counsel to the Company, relating to the validity of the remaining $53.9 million of the Company’s ordinary shares, par value NIS 0.01 per share, that may be issued and sold from time to time hereafter (the “Shares”) under the Controlled Equity Offering^SM Sales Agreement, dated June 7, 2024, by and between the Company and Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, as sales agents, and pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-294302) filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, as amended by Amendment No. 1 thereto filed on March 26, 2026, and declared effective by the SEC on March 30, 2026 (the “Form F-3”), and a prospectus supplement, dated July 23, 2026, filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933 on July 23, 2026 (the “Prospectus Supplement”) (which supplements the prospectus in the Form F-3), as the same may be amended or supplemented.

A copy of that legal opinion serves as Exhibit 5.1 to this Form 6-K.

This Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.

Exhibits

Exhibit No.		Exhibit
5.1		Legal opinion of Meitar Law Offices, Israeli counsel to the Company, as to the validity of the Shares to be sold under the Prospectus Supplement
10.1		Sales Agreement, dated as of June 7, 2024, among the Company, Cantor Fitzgerald & Co., and Mizuho Securities USA LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on June 7, 2024)

Incorporation by Reference

The contents of this Form 6-K, including Exhibits 5.1 and 10.1 hereto, are hereby incorporated by reference into the Form F-3 and the Prospectus Supplement.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NANO-X IMAGING LTD
	By:	/s/ Erez Meltzer
	Name:	Erez Meltzer
	Title:	Chief Executive Officer and Acting Chairman of the Board
	Date:	July 23, 2026

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Filing Exhibits & Attachments

1 document

Other Documents

• EX-5.1 LEGAL OPINION OF MEITAR LAW OFFICES, ISRAELI COUNSEL TO THE COMPANY, AS TO THE V 12.2 KB