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 September 2026
Commission
File Number: 001-39461
NANO-X
IMAGING LTD
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
Adjournment
of Annual Shareholder Meeting; Proxy Supplement
On
September 17, 2026, Nano-X Imaging Ltd. (the “Company”) convened its 2026 Annual General Meeting of Shareholders (the
“Meeting”), although, due to a lack of quorum, the Meeting was adjourned, without any business conducted. The reconvened
Meeting will be held at the same time and place, on Tuesday, September 29, 2026 at 3:00 p.m. (Israel time), at the Company’s offices
at Ofer Tech Park, 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602.
The
Company has prepared a supplement, dated September 17, 2026, to the proxy statement, dated August 18, 2026, previously furnished by the
Company to shareholders of the Company in connection with the Meeting, informing them regarding the adjournment and providing supplemental
information with respect to the reconvened Meeting. The supplement describes, among other things, the withdrawal of Proposal 3 from the
agenda for the Meeting. The supplement serves as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form
6-K”)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Supplement to Proxy Statement of Nano-X Imaging Ltd. for its 2026 Annual General Meeting of Shareholders |
Incorporation
by Reference
The
information contained in this Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form
F-3 (File No. 333-294302), and Form
S-8 (File No. 333-248322).
SIGNATURE
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 |
| |
(Registrant) |
| |
|
|
| Date: September 17, 2026 |
By: |
/s/ Erez Meltzer |
| |
|
Erez Meltzer |
| |
|
Chief Executive Officer and Acting Chairman of the
Board |
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Exhibit 99.1
NANO-X IMAGING LTD
The Ofer Tech Park, 94 Shlomo Shmeltzer Road
Petach Tikva, Israel 4970602
SUPPLEMENT TO PROXY STATEMENT
FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Originally Scheduled for September 17, 2026
September 17, 2026
This supplement (this “Supplement”)
supplements and should be read together with the proxy statement dated August 18, 2026 (the “Proxy Statement”) furnished
to shareholders of Nano-X Imaging Ltd (the “Company”) in connection with the Company’s 2026 Annual General Meeting
of Shareholders (the “Meeting”). Capitalized terms not defined herein have the meanings assigned to them in the Proxy
Statement.
ADJOURNMENT OF THE MEETING
The Meeting was originally
scheduled to be held on Thursday, September 17, 2026, at 3:00 p.m. local/Israel time (8:00 a.m. Eastern Time) at the offices of the Company
at Ofer Tech Park, 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602. As of the time of the Meeting, shareholders holding less than
twenty-five percent (25%) of the outstanding voting rights in the Company were present in person or represented by proxy. As a result,
a quorum was not present at the Meeting, and the Meeting has been adjourned in accordance with Article 39 of the Company’s Amended
and Restated Articles of Association and as described in the Proxy Statement.
RECONVENED MEETING
The Meeting will reconvene
on Tuesday, September 29, 2026, at 3:00 p.m. local/Israel time (8:00 a.m. Eastern Time), at the same location — the offices of the
Company at Ofer Tech Park, 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602.
In accordance with the Company’s
Amended and Restated Articles of Association and as described in the Proxy Statement, at the reconvened Meeting, any shareholders present
in person or by proxy (including by voting deed), regardless of the voting power represented by their ordinary shares, shall constitute
a quorum for the transaction of business.
AGENDA
Withdrawal of Proposal 3
Following further consideration,
and the voluntary request of Mr. Erez Meltzer in his capacity as Chief Executive Officer, to allow the Company to focus on obtaining the
approval of shareholders for the other proposals — and in particular, Proposal 2, which is critical to the financial viability of
the Company — the Board of Directors (the “Board”) has determined that it is in the best interests of the Company
to withdraw Proposal 3 from consideration at the Meeting. Proposal 3 sought shareholder approval of two equity grants to Mr. Erez Meltzer
in his capacity as Chief Executive Officer of the Company, consisting of (i) 263,158 restricted share units (“RSUs”)
with a grant date value of $600,000, and (ii) 28,283 RSUs with a grant date value of $28,000. Accordingly, Proposal 3 will not be presented
or voted upon at the Meeting, and any votes previously cast with respect to Proposal 3 will not be tabulated or otherwise have any effect.
No Changes to Remaining Proposals; Urgent Call to Support Proposal
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Except for the withdrawal
of Proposal 3 described in this Supplement, no other changes are being made to the Proxy Statement or the agenda for the Meeting. All
other proposals set forth in the Proxy Statement — Proposal 1 (re-election of directors), Proposal 2 (amendment to the articles
of association to increase authorized share capital), and Proposal 4 (re-appointment of independent registered public accountants) —
remain unchanged and will be presented at the Meeting as described in the Proxy Statement. The remaining proposals will furthermore retain
their original numbering.
In addition to the vote
on the formal proposals, at the reconvened Meeting, the Company’s management will be available to review and discuss the Company’s
audited consolidated financial statements for the year ended December 31, 2025.
The Board continues to unanimously
recommend that shareholders vote “FOR” each of the remaining proposals described in the Proxy Statement. The Board
urges all shareholders to vote “FOR” all remaining proposals to be presented at the Meeting, including, in particular, Proposal
2 (the amendment to the articles of association to increase the Company’s authorized share capital).
As described in the Proxy
Statement, the approval of Proposal 2 is needed to support various commitments and financing arrangements, including potential exercise
of outstanding warrants, the Company’s equity incentive plan, its at-the-market offering program and potential registered direct
offerings, private placements, convertible debt financing, or public offerings, which will assist the Company in maintaining compliance
with Nasdaq listing requirements. Without the additional authorized share capital and the accompanying ability to finance the Company’s
operations, the Company would be constrained in pursuing its operational goals. If the Company is unable to raise additional funds when
needed, it may be required to delay, reduce or eliminate its product development or future commercialization efforts, or to grant rights
to develop and market products that it would otherwise prefer to develop and market itself. The ability to finance operations is especially
important in light of the Company’s cash resources as of June 30, 2026, which raised substantial doubt as to its ability to continue
as a going concern. If the Company cannot continue as a going concern, shareholders would likely lose most or all of their investment
in the Company.
PROXIES AND VOTING
All proxies and voting instruction
forms previously submitted by shareholders of record and beneficial owners in connection with the Meeting remain valid and will be voted
at the reconvened Meeting, unless properly revoked.
Shareholders of record who
wish to change or revoke their proxy may do so by: (i) delivering a written notice of revocation to the Company; (ii) submitting a new
proxy bearing a later date; (iii) voting again via the Internet or smartphone or tablet; or (iv) attending the reconvened Meeting and
voting in person. If your shares are held in “street name,” you may change your vote by submitting new voting instructions
to your broker, bank, trustee or nominee, or by obtaining a legal proxy and voting in person at the reconvened Meeting.
Shareholders who have not
yet voted are urged to do so promptly. Proxies must be received by Broadridge Financial Solutions, Inc. (at Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717) or at the Company’s registered office in Israel no later than 11:59 p.m. Eastern Time on September
28, 2026, to be counted towards the vote tallies at the reconvened Meeting. Shareholders may also vote in person at the reconvened Meeting.
The record date for determining
shareholders entitled to notice of and to vote at the Meeting and the reconvened Meeting remains Tuesday, August 18, 2026.
IMPORTANT NOTICE
This Supplement is being
furnished to the Securities and Exchange Commission (the “SEC”) on Form 6-K and should be read in conjunction with
the Proxy Statement. This Supplement does not modify or supersede any of the proposals or disclosures set forth in the Proxy Statement,
except as specifically set forth herein.
The Company’s proxy
materials, including the Proxy Statement and the proxy card, are available at the SEC’s website at www.sec.gov,
at the “Investors” section of the Company’s website at https://investors.nanox.vision/financials/sec-filings,
and at www.proxyvote.com.
By Order of the Board of Directors,
Erez Meltzer
Acting Chairman of the Board of Directors
September 17, 2026
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT
TO ATTEND THE
RECONVENED MEETING, PLEASE ENSURE THAT YOUR SHARES ARE VOTED.
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