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
Standby Equity Purchase Agreements
On November 12, 2026, NANO-X
IMAGING LTD (the “Company”) entered into two Standby Equity Purchase Agreements with YA II PN, Ltd., a Cayman Islands exempt
limited company (the “Investor”): a standby equity purchase agreement providing for sales of up to $40,000,000 of Ordinary
Shares on a private placement basis (the “Resale SEPA”) and a standby equity purchase agreement providing for sales of up
to $10,000,000 of Ordinary Shares on a registered primary offering basis (the “Primary SEPA” and, together with the Resale
SEPA, the “SEPAs”). Pursuant to the SEPAs, the Company will be able to sell up to an aggregate of $50,000,000 of its ordinary
shares, par value NIS 0.01 per share (the “Ordinary Shares”), at the Company’s sole option, from time to time during
the applicable commitment periods, subject to the terms and conditions of the respective SEPAs.
The Company may request
a purchase of Ordinary Shares under either SEPA by delivering an advance notice to the Investor specifying the number of shares to be
sold (an “Advance”). The Company is not obligated to utilize any of the $50,000,000 available under the SEPAs and there are
no mandatory minimum Advances or non-usage fees. Subject to the limitations and conditions of the applicable SEPA, the Investor is obligated
to purchase the applicable shares upon receipt of a valid Advance notice.
Pursuant to the terms of
the SEPAs, Ordinary Shares sold to the Investor in an Advance will generally be priced at 97% of the market price, which is defined as
the lowest daily volume-weighted average price (“VWAP”) of the Ordinary Shares during the applicable pricing period, excluding
any excluded days described below. The pricing period is generally the three consecutive trading days commencing on the date the Advance
notice is deemed delivered, unless otherwise agreed by the parties. The purchase price is determined after delivery of the Advance notice.
The Company may specify
a minimum acceptable price in an Advance notice. Each trading day during the pricing period on which the daily VWAP is below that price,
or for which there is no VWAP, is an excluded day and generally reduces the number of shares requested by one-third. The Company may terminate
an Advance at the end of an excluded day. The number of shares may be increased as provided in the applicable SEPA to reflect shares sold
by the Investor on excluded days or elected to be purchased by the Investor, subject to the amount requested and applicable limitations.
Such additional shares are priced at 97% of the specified minimum acceptable price.
Any sale of Ordinary
Shares pursuant to either SEPA is subject to certain limitations. Each Advance is subject to a maximum number of shares equal to the
greater of (i) 100% of the average daily trading volume of the Ordinary Shares during the five consecutive trading days immediately
preceding the Advance notice and (ii) the number of Ordinary Shares equal to $2,500,000 based on the last closing price before
delivery of the Advance notice, unless the parties otherwise agree in writing. The Investor may not purchase shares that would cause
its and its affiliates’ aggregate beneficial ownership to exceed 9.99% of the then outstanding voting power or number of
Ordinary Shares. An Advance may not exceed the number of shares or offering amount registered under the applicable effective
registration statement or cause aggregate Advances under the applicable SEPA to exceed its commitment amount.
Pursuant to the Resale SEPA,
the Company is required to register for resale by the Investor the Ordinary Shares eligible to be sold under the Resale SEPA. The Company, in its sole discretion, may choose when to file one or more resale registration statements, but may
not request an Advance under the Resale SEPA until a registration statement covering resale of the applicable shares is effective. Pursuant
to the Primary SEPA, the offer and sale of Ordinary Shares by the Company to the Investor is to be registered under the Company’s
registration statement on Form F-3, and the Company is required to file a prospectus supplement relating to the transactions before delivering
an Advance notice. The SEPAs contain requirements concerning the maintenance of the applicable registration statements during their respective
commitment periods, subject to their terms. Each Advance is subject to additional conditions, including filing of this Report of Foreign
Private Issuer on Form 6-K, accuracy of the Company’s representations and warranties in all material respects, compliance with its
material obligations, required authorizations, continued eligibility to rely on the applicable Nasdaq home country practice, and the absence
of specified trading, listing or other restrictions or a continuing material outside event. Issuance of the commitment shares is also
a condition to an Advance under the Resale SEPA.
The Ordinary Shares to be
issued pursuant to the Resale SEPA are intended to be issued in reliance on Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), or another available exemption. Resales by the Investor are subject to the
Securities Act and the terms of the Resale SEPA. The offer and sale of Ordinary Shares by the Company to the Investor under the Primary
SEPA are to be registered under the Securities Act. This Report on Form 6-K shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the Ordinary Shares in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
As previously disclosed,
substantial doubt exists about the Company’s ability to continue as a going concern. The Company expects that it will need additional
financing, and there can be no assurance that funding under the SEPAs or other financing will be available when needed or on acceptable
terms, or that any proceeds will be sufficient to address the Company’s liquidity needs.
The SEPAs are non-exclusive
and permit the Company to undertake other financing transactions, subject to their terms. The Company intends to use the net proceeds
from the sale of the Ordinary Shares, if any, for working capital and general corporate purposes, subject to the restrictions in the SEPAs.
The total amount of funds that ultimately can be raised under the SEPAs will depend on, among other things, the Company’s election
to request Advances, satisfaction of the applicable conditions, the market price and trading volume of the Ordinary Shares, and the number
of shares registered and available for issuance. Sales of Ordinary Shares under the SEPAs could dilute existing shareholders.
Pursuant to the Resale SEPA,
the Company also agreed to pay the Investor or its designee a structuring fee in the amount of $15,000, of which $10,000 was paid before
the date of the SEPAs and $5,000 will be deducted from the proceeds of the first Advance under the Resale SEPA. The remaining $5,000
is not payable if no Advance under the Resale SEPA is consummated. The Company will bear its own expenses associated with the SEPAs and
the transactions contemplated thereby, including specified registration and listing expenses. The SEPAs contain representations, warranties,
covenants and indemnification provisions.
Pursuant to the Resale SEPA,
the Company agreed to pay the Investor a commitment fee (the “Commitment Fee”) equal to $500,000, or 1% of the aggregate $50,000,000
commitment amount under the SEPAs. Of that amount, $375,000 is payable by issuing Ordinary Shares to the Investor within three trading
days after the effective date of the Resale SEPA, with the number of shares determined by dividing $375,000 by the daily VWAP of the Ordinary
Shares on the trading day immediately preceding the effective date. The remaining $125,000 will be paid by issuing the Investor, a number
of Ordinary Shares equal to $125,000 divided by the daily VWAP of the Ordinary Shares on the Trading Day immediately preceding the Effective
Date, within three trading days after the Company completes an increase of its authorized share capital by NIS 2,000,000 (consisting of
200,000,000 additional Ordinary Shares) or, if that increase is not completed by December 31, 2026, by the close of business on that date.
The commitment shares are fully earned and non-refundable, regardless of whether any Advances under the Resale SEPA are requested or settled
or the Resale SEPA is subsequently terminated. The offer and sale of Ordinary Shares issued by the Company to the
Investor in connection with the Commitment Fee are to be registered under the Securities Act on the Company’s effective registration
statement on Form F-3.
Each SEPA will terminate
automatically on the earlier of 24 months after its effective date and the date on which the Investor has paid its full commitment amount
for Advances under that SEPA. The Company may also terminate either SEPA by written notice if there are no outstanding Advance notices
under that SEPA for which shares remain to be issued and the Company has paid all amounts owed to the Investor under that SEPA. The parties
may terminate either SEPA at any time by mutual written consent. Termination does not release either party from liability for a prior
breach, and the indemnification provisions survive termination.
The Company may suspend
use of the applicable registration statement in specified circumstances, including to delay disclosure of material non-public information
or to amend or supplement the registration statement or prospectus, subject to the limitations in the applicable SEPA. The Company may
not deliver an Advance notice during such a suspension or a continuing material outside event. If the Company notifies the Investor during
a pricing period of a suspension or material outside event, the pending Advance ends, and the number of shares to be purchased is generally
limited to the number sold by the Investor during that pricing period before the notification. Each SEPA restricts short sales by the
Investor and specified related persons, while permitting certain sales of shares that the Investor is unconditionally obligated to purchase
under a pending Advance notice, subject to applicable law.
The descriptions of the
SEPAs set forth above are qualified in their entirety by reference to the full texts of the Resale SEPA and the Primary SEPA, which are
attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
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 Company’s
ability to sell Ordinary Shares under the SEPAs, the filing and effectiveness of a resale registration statement, potential proceeds and
their intended use, and the Company’s financing and liquidity needs. Actual results may differ materially from those expressed or
implied due to risks and uncertainties, including the conditions and limitations on Advances, market conditions, the availability of authorized
shares and the 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 furnished to or filed with the SEC. The Company undertakes no
obligation to update any forward-looking statements, except as required by law.
Exhibits
| Exhibit No. |
|
Exhibit |
| 10.1 |
|
Standby Equity Purchase Agreement (Resale SEPA), dated November 12, 2026, by and between NANO-X IMAGING LTD and YA II PN, Ltd. |
| 10.2 |
|
Standby Equity Purchase Agreement (Primary SEPA), dated November 12, 2026, by and between NANO-X IMAGING LTD and YA II PN, Ltd. |
Incorporation by Reference
The
information contained in this Form 6-K, including Exhibits 10.1 and 10.2 hereto, 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 12, 2026 |
By: |
/s/ Erez Meltzer |
| |
|
Name: |
Erez Meltzer |
| |
|
Title: |
Chief Executive Officer |
