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 November 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
Strategic Realignment and Efficiency Plan
On November 9, 2026, NANO-X
IMAGING LTD (the “Company”) issued a press release announcing that its Board of Directors (the “Board”)
has approved a plan to reduce costs and improve operational efficiency, in addition to the Company’s previously announced cost reduction
initiatives (including the restructuring of its South Korea operations). A copy of the press release is furnished as Exhibit 99.1 to this
Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).
The plan approved by the
Board, together with previously implemented initiatives, is designed to achieve an annualized reduction of 25%–30% in the Company’s
GAAP and non-GAAP operating expenses compared to annualized 2026 operating expenses, excluding one-time restructuring-related charges,
once fully implemented, which the Company currently expects to occur by the end of the first quarter of 2027. The targeted reduction includes
the approximately $2 million in annual cost savings previously announced in connection with the restructuring of the Company’s South
Korea operations.
The plan includes reductions in operating expenses, a reduction of the Company’s global workforce and other operational adjustments.
The Company expects that, once fully implemented, these measures will reduce its ongoing cash burn; however, restructuring-related payments
may increase cash outflows in the near term, and the timing and extent of any reduction in the Company’s ongoing cash burn will
depend on the Company’s ability to implement the plan and other factors affecting its cash flows. The Company continues to review
further opportunities to reduce expenses and improve its operating efficiencies, including potential changes to certain manufacturing
and supply chain arrangements, infrastructure expenditures and other operational activities, which remain subject to further evaluation
and, where applicable, any required third-party or regulatory consent.
In addition to the cost reduction and operational efficiency measures, the Company intends to focus on four strategic priorities: (i)
Nanox.ARC and Nanox Imaging Network (NIN), seeking to accelerate U.S. commercialization and to activate contracted NIN sites; (ii) commercial
partnerships, including strengthening distribution relationships, exploring strategic opportunities for Nanox.AI and OEM capabilities,
and advancing teleradiology and healthcare IT activities; (iii) operational efficiency, including reducing operating costs while preserving
critical innovation, regulatory, supply continuity and commercial capabilities; and (iv) financial flexibility, including evaluating financing
and strategic alternatives.
The Company is also evaluating
potential alternatives for its South Korea operations and certain other operations and assets, which may include divestitures, reductions
in activity or discontinuation of operations. No assurance can be given that these evaluations will result in any particular transaction
or operational action.
In addition, as previously
disclosed, the Company is considering measures to regain compliance with Nasdaq’s minimum bid price requirement.
As previously disclosed,
substantial doubt exists about the Company’s ability to continue as a going concern. The measures are intended to address in part
the Company’s liquidity needs, but there can be no assurance that they will be sufficient to do so, and the Company expects that
it will need to obtain additional financing, which may not be available on acceptable terms, or at all.
The foregoing summary is
qualified in its entirety by reference to the press release furnished as Exhibit 99.1 to this Form 6-K.
Forward-Looking Statements
This Form 6-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated
scope, timing, cost and benefits of the cost reduction and operational efficiency measures; the targeted expense reduction; the expected
effect on the Company’s cash burn and liquidity; the Company’s evaluation of potential alternatives for certain operations
and assets; its strategic priorities; its financing plans; and its efforts to regain compliance with Nasdaq listing requirements. Actual
results may differ materially from those expressed or implied in such statements due to risks and uncertainties, including those described
in the press release furnished as Exhibit 99.1 and under “Risk Factors” in the Company’s Annual Report on Form 20-F
for the year ended December 31, 2025, filed with the SEC on April 30, 2026. The Company undertakes no obligation to update any forward-looking
statements, except as required by law.
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press release, dated November 9, 2026, titled “Nanox Announces That Board Has Approved Cost Reduction and Operational Efficiency Measures” |
Incorporation by Reference
The information contained
in this Form 6-K (including in Exhibit 99.1 hereto, other than quotes of the Company’s management) is hereby incorporated by reference into the Company’s Registration Statements
on Form F-3 (File No. 333-294302), as amended, 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: November 9, 2026 |
By: |
/s/ Erez Meltzer |
| |
|
Name: |
Erez Meltzer |
| |
|
Title: |
Chief Executive Officer and
Acting Chairman of the Board |
Exhibit 99.1
Nanox Announces That Board Has
Approved Cost Reduction and Operational Efficiency Measures
The Board approved plan targets
a 25%–30% reduction in annualized operating expenses, compared to annualized 2026 GAAP and non-GAAP operating expenses, once fully
implemented, expected by the end of Q1 2027
Cost reduction aims to advance four strategic priorities:
Nanox.ARC and Nanox Imaging Network (NIN) commercialization; commercial partnerships and business development; operational efficiency;
and strengthening financial resources
Cost initiatives are intended to improve resources
allocation while preserving critical product-development, regulatory and commercial capabilities
PETACH TIKVA, Israel, November 9, 2026
(GLOBE NEWSWIRE) -- NANO-X IMAGING LTD (NASDAQ: NNOX) ("Nanox" or the "Company"), an innovative medical imaging
technology company, today announced that the Board of Directors of the Company (the “Board”) has approved a plan to reduce
costs and improve operational efficiency. The plan approved by the Board is in addition to the Company’s previously announced cost
reduction initiatives, including the restructuring of its South Korea operations, and is expected to reduce the Company’s operating
expenses, extend its cash resources and enable the Company to focus on its core priorities.
The additional measures, together
with previously implemented initiatives, are designed to achieve an annualized reduction of 25%–30% in the Company's GAAP and non-GAAP
operating expenses, compared to annualized 2026 operating expenses, excluding one-time restructuring-related charges, once the measures
are fully implemented, which the Company currently expects to occur by end of Q1 2027. The 25%–30% target includes the approximately
$2 million in annual cost savings previously announced in connection with the restructuring of the Company's South Korea operations. The
plan includes reductions in operating expenses, a reduction of the Company's global workforce, and other operational adjustments. The
Company expects that, once fully implemented, these measures will reduce its ongoing cash burn. However, restructuring-related payments
may increase cash outflows in the near term, and the timing and extent of any reduction in the Company’s ongoing cash burn will
depend on the Company’s ability to implement the plan adopted by the Board and other factors affecting the Company's cash flows.
In addition, Nanox continues to review further opportunities to reduce expenses and improve its operating efficiencies, including potential
changes to certain manufacturing and supply chain arrangements, infrastructure expenditures and other operational activities. The scope,
timing and implementation of these potential measures remain subject to further evaluation and, where applicable, any required third-party
or regulatory consent.
In addition to the cost reduction
and operational efficiency measures, the Company intends to focus on four priorities:
Nanox.ARC and Nanox Imaging
Network (NIN): Seek to accelerate U.S. commercialization through channel partners, system installations, clinical adoption and utilization,
while seeking to activate contracted NIN sites.
Commercial Partnerships:
Strengthen distribution relationships, explore strategic opportunities for Nanox.AI and OEM capabilities, and advance teleradiology and
healthcare IT activities, with the aim of supporting revenue growth.
Operational Efficiency:
Reduce operating costs while preserving critical innovation, regulatory, supply continuity
and commercial capabilities.
Financial Flexibility:
Evaluate financing and strategic alternatives to support commercialization and liquidity. The Company is also considering measures to
regain compliance with Nasdaq's minimum bid price requirement, as previously disclosed. There can be no assurance that financing will
be available on acceptable terms, or at all, or that the Company will regain compliance.
The Company is also evaluating
potential alternatives for its South Korea operations and certain other operations and assets, which may include divestitures, reductions
in activity or discontinuation of operations, with the goal of preserving value where possible. No assurance can be given that these evaluations
will result in any particular transaction or operational action, or that the Company will realize any particular value from the relevant
assets or operations.
As previously disclosed in the
Company's SEC filings, the Company has experienced recurring operating losses and negative cash flows from operations, and substantial
doubt exists about its ability to continue as a going concern. The measures announced today are intended to address in part the Company's
liquidity needs, but there can be no assurance that they will be sufficient to do so. The Company expects that it will need to obtain
additional financing, which may not be available on acceptable terms, or at all.
“Our objective is to translate
Nanox’s technological and clinical progress into measurable commercial performance while strengthening our financial foundation,”
said Erez Meltzer, Chief Executive Officer and Acting Chairman. “We are taking important steps across four priorities: accelerating
Nanox.ARC adoption and NIN utilization, deepening commercial and strategic partnerships, improving operational efficiency, and enhancing
financial resilience. At the same time, we intend to preserve the critical innovation, regulatory and commercial capabilities needed to
support our customers, channel partners and installed base. We believe this balanced approach is necessary to advance commercialization
with greater discipline and accountability, while recognizing the financial challenges we face. We remain focused on managing our resources
carefully and prioritizing the activities we believe are most important to our business.”
About Nanox
Nanox (NASDAQ: NNOX) is focused on driving the world’s
transition to preventive health care by delivering an integrated, end-to-end medical imaging and healthcare services platform.
Nanox combines affordable imaging hardware, advanced
AI-based solutions, cloud-based software, access to remote radiology, health IT solutions, and a marketplace to enable earlier detection,
improved clinical efficiency, and broader access to care.
Nanox’s vision is to expand the reach of medical
imaging both within and beyond traditional hospital settings by providing a seamless solution from scan to interpretation and beyond.
By leveraging proprietary digital X-ray technology, AI-driven analytics, and a clinically driven approach, Nanox aims to enhance the efficiency
of routine imaging workflows, support early detection of disease, and improve patient outcomes.
The Nanox ecosystem includes Nanox.ARC, a cost-effective,
3D multi-source digital tomosynthesis imaging system designed for ease of use and scalability; Nanox.AI, a suite of AI-based algorithms
that augment the interpretation of routine CT imaging to identify early signs often associated with chronic disease; Nanox.CLOUD,
a cloud-based platform for secure data management, storage, and advanced imaging analytics; Nanox.MARKETPLACE and USARAD
Holdings, which provide access to remote radiology and cardiology experts and comprehensive teleradiology services; and Nanox Health
IT, which combines deep healthcare IT expertise with leading technology partners to deliver RIS, PACS, AI, dictation, and secure infrastructure
solutions that streamline workflows and support safer, more efficient care delivery.
By integrating imaging technology, AI, cloud infrastructure,
clinical expertise, a marketplace, and health information technology, Nanox seeks to lower barriers to adoption, improve utilization,
and advance preventive care worldwide. For more information, please visit www.nanox.vision
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “target,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “may,” “will,” “could,”
“seek,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain
these words. These include, among others, statements about the anticipated scope, timing, cost and benefits of the cost reduction and
operational efficiency measures; the targeted 25%–30% reduction in the Company's annualized expense level; the expected effect on
the Company's cash burn and liquidity; potential changes to manufacturing, supply chain and infrastructure arrangements; the Company's
evaluation of potential alternatives for certain operations and assets, including possible divestitures, reductions in activity or discontinuation
of operations; the Company's strategic priorities, including commercialization of Nanox.ARC, activation and utilization of NIN sites,
commercial partnerships and revenue growth; its ability to preserve critical capabilities; its financing plans; and its efforts to regain
compliance with Nasdaq listing requirements. These statements are based on management's current expectations and assumptions and are subject
to risks and uncertainties that could cause actual results to differ materially. These risks include delays in, or inability to complete,
implementation of the measures; lower cost savings or higher implementation costs and cash payments than expected; disruption of operations,
research and development, regulatory activities, manufacturing, supply continuity, commercialization or customer relationships, or loss
of key personnel as a result of the measures; failure to obtain required approvals or consents; inability to identify or complete any
transaction or other alternative on acceptable terms, or at all, or to realize value from the relevant assets; uncertainty regarding market
adoption, installations, utilization, reimbursement and collections, including the limited operating history and scale of NIN sites; inability
to enter into or realize the anticipated benefits of commercial partnerships; inability to obtain additional financing on acceptable terms,
or at all, and potential dilution from financing; substantial doubt about the Company's ability to continue as a going concern; inability
to regain or maintain compliance with Nasdaq listing requirements and the risk of delisting; and the other risks described under “Risk
Factors” in the Company's Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 30, 2026,
and in subsequent reports filed with or furnished to the SEC. Forward-looking statements speak only as of the date of this press release,
and the Company undertakes no obligation to update them, except as required by law.