STOCK TITAN
  1. Home
  2. Sec-filings
  3. NNOX
  4. [6-K] Nano-X Imaging Ltd. Current Report (Foreign Issuer)

Nano-X Imaging (NASDAQ: NNOX) completes $8.0M registered direct offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nano-X Imaging Ltd completed a registered direct offering to a single long-term institutional investor, issuing 8,000,000 ordinary shares (or pre-funded warrants in lieu of shares) together with 8,000,000 ordinary warrants at a combined purchase price of $1.00 per ordinary share and accompanying warrant (or $0.9999 per pre-funded warrant and accompanying warrant). Gross proceeds were approximately $8.0 million.

The pre-funded warrants have an exercise price of $0.0001 per underlying ordinary share, are immediately exercisable and remain outstanding until exercised, while the ordinary warrants have an exercise price of $1.15 per share, become exercisable six months after issuance and expire five years after closing. Both warrant types are subject to a 4.99% beneficial ownership cap for the investor.

Nano-X engaged A.G.P./Alliance Global Partners as sole placement agent, paying a 5.0% cash fee on gross proceeds and agreeing to reimburse up to $50,000 of expenses. The company accepted 30‑day restrictions on issuing additional equity or most new registration statements, and officers and directors agreed to 30‑day lock-ups on share sales. Net proceeds are intended for working capital and general corporate purposes.

Positive

  • None.

Negative

  • None.
Gross proceeds $8.0 million Approximate gross proceeds from the August 2026 registered direct offering
Ordinary shares or pre-funded warrants sold 8,000,000 Number of ordinary shares, or pre-funded warrants in lieu, sold to the investor
Ordinary warrants issued 8,000,000 Ordinary warrants to purchase up to 8,000,000 ordinary shares issued in the deal
Unit purchase price $1.00 Combined price per ordinary share and accompanying ordinary warrant
Pre-funded warrant exercise price $0.0001 Exercise price per underlying ordinary share for pre-funded warrants
Ordinary warrant exercise price $1.15 Exercise price per ordinary share for ordinary warrants
Beneficial ownership cap 4.99% Maximum beneficial ownership percentage allowed upon exercise of warrants
Placement agent fee 5.0% Cash fee on gross proceeds payable to the placement agent
registered direct offering financial
"completed its previously-reported registered direct offering in which it sold"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
pre-funded warrants financial
"The pre-funded warrants sold in the offering have an exercise price"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
ordinary warrants financial
"along with 8,000,000 ordinary warrants to purchase up to 8,000,000 ordinary shares"
A warrant that gives its holder the right to buy ordinary shares (common stock) at a fixed price for a set period. Think of it as a coupon that lets an investor purchase a share later at a predetermined price; if the market price rises above that price the coupon is valuable, otherwise it may expire worthless. Investors care because exercising warrants can amplify gains but also dilute existing shareholders by increasing the number of shares outstanding.
beneficial ownership financial
"may not be exercised to the extent that exercise would raise the beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
placement agency agreement regulatory
"the Company entered into a placement agency agreement (the “Placement Agency Agreement”)"
Form F-3 regulatory
"pursuant to a “shelf” registration statement on Form F-3 (File No. 333-294302)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 6-K: How Foreign Companies Report to the SEC →

FAQ

What did Nano-X Imaging (NNOX) complete in its August 2026 capital raise?
Nano-X Imaging completed a registered direct offering to a single institutional investor, issuing 8,000,000 ordinary shares (or pre-funded warrants) plus 8,000,000 ordinary warrants, generating approximately $8.0 million in gross proceeds for the company.

What securities were issued by Nano-X Imaging (NNOX) in this offering?
The company issued 8,000,000 ordinary shares, or pre-funded warrants in lieu, and 8,000,000 ordinary warrants. Each share or pre-funded warrant was sold together with one ordinary warrant as a unit, at a combined price of $1.00 or $0.9999, respectively.

What are the key terms of Nano-X Imaging’s (NNOX) warrants?
Pre-funded warrants are immediately exercisable at $0.0001 per share and do not expire until exercised. Ordinary warrants are exercisable after six months at $1.15 per share and expire five years after closing, both with a 4.99% beneficial ownership cap.

How much did Nano-X Imaging (NNOX) raise and how will it use the proceeds?
Nano-X Imaging raised approximately $8.0 million in gross proceeds from the offering. The company stated it intends to use the net proceeds for working capital and general corporate purposes, without specifying particular projects or expenditures.

What fees and lock-ups are associated with Nano-X Imaging’s (NNOX) offering?
A.G.P./Alliance Global Partners received a 5.0% cash fee on gross proceeds and up to $50,000 in expense reimbursement. The company agreed to 30‑day restrictions on new equity issuance, while officers and directors signed 30‑day lock-up agreements on share sales.

What ownership limitations apply to the investor in Nano-X Imaging (NNOX)?
Both the pre-funded warrants and ordinary warrants include a 4.99% beneficial ownership limitation. They may not be exercised to the extent that doing so would raise the investor’s beneficial ownership above 4.99% of Nano-X Imaging’s ordinary shares.

 

 

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 August 2026

 

Commission File Number: 001-39461

  

NANO-X IMAGING LTD
Ofer Tech Park

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

 

Completion of Registered Direct Offering

 

On August 7, 2026, NANO-X IMAGING LTD (the “Company,” “Nanox,” “we”, “us” and “our”) completed its previously-reported registered direct offering in which it sold to a single long-term institutional investor (the “Purchaser”) 8,000,000 of the Company’s ordinary shares, par value NIS 0.01 per share (“ordinary shares”) (or pre-funded warrants in lieu of any such ordinary shares), along with 8,000,000 ordinary warrants to purchase up to 8,000,000 ordinary shares (the “ordinary warrants”), at a combined purchase price of $1.00 per ordinary share and accompanying ordinary warrant (or $0.9999 per pre-funded warrant and accompanying ordinary warrant). The pre-funded warrants sold in the offering have an exercise price of $0.0001 per underlying ordinary share, are immediately exercisable, and do not expire until exercised in full. The ordinary warrants have an exercise price of $1.15 per ordinary share, will be exercisable beginning six months following issuance and will expire five years from the closing date of the offering. Each of the pre-funded warrants and the ordinary warrants may not be exercised to the extent that exercise would raise the beneficial ownership of the Purchaser above 4.99% of our ordinary shares.

 

The gross proceeds to the Company from the offering were approximately $8.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

 

The offering was completed pursuant to a securities purchase agreement (the “Purchase Agreement”) dated August 5, 2026, by and between Nanox and the Purchaser, and a “shelf” registration statement on Form F-3 (File No. 333-294302) (the “Form F-3”) that was filed by Nanox with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on March 13, 2026, as amended by Pre-Effective Amendment No. 1 thereto, filed by Nanox with the SEC on March 26, 2026, and declared effective by the SEC on March 30, 2026, and the prospectus supplement to the prospectus contained within the Form F-3, filed by Nanox with the SEC on August 6, 2026.

 

In connection with the offering, on August 5, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent served as the sole placement agent for the offering. As compensation for its services, the Placement Agent received a cash fee equal to 5.0% of the gross proceeds raised by the Company in the offering. The Company also agreed to reimburse the Placement Agent for up to $50,000 of its accountable and documented legal fees and expenses incurred in connection with the offering.

 

Under the Purchase Agreement and the Placement Agency Agreement, the Company agreed that for the 30-day period following its entry into those agreements, without the prior written consent of the Placement Agent and subject to certain exceptions, it will not issue, enter into any agreement to issue, or announce the issuance or proposed issuance of, any ordinary shares or ordinary share equivalents or file any registration statement or amendment or supplement thereto, other than the prospectus supplement relating to the offering or a registration statement on Form S-8 in connection with any employee benefit plan.

 

The officers and directors of the Company have signed lock-up agreements pursuant to which, subject to certain exceptions, such persons have agreed not to sell or otherwise dispose of ordinary shares or any securities convertible into or exchangeable for ordinary shares for a period of 30 days after the closing of the offering, unless the Placement Agent provides its prior written consent.

 

Each of the Placement Agency Agreement and the Purchase Agreement contains customary representations, warranties and agreements by the Company and indemnification rights and obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

  

The foregoing description of the material terms of the Purchase Agreement, the Placement Agency Agreement, the pre-funded warrants, and the ordinary warrants is not complete and is qualified in its entirety by reference to the full text of the forms of Purchase Agreement, Placement Agency Agreement, pre-funded warrant, and ordinary warrant, copies of which are furnished as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Report of Foreign Private Issuer on Form 6-K, which are incorporated herein by reference.

 

As required, the Company is also furnishing the legal opinions of its Israeli and United States counsels, Meitar | Law Offices and Skadden, Arps, Slate, Meagher & Flom LLP, as to the legality of the ordinary shares, the pre-funded warrants and the ordinary warrants, respectively, as Exhibits 5.1 and 5.2 hereto.

 

1

 

 

Exhibits

 

Exhibit No.   Exhibit
4.1   Form of Securities Purchase Agreement, dated August 5, 2026, between Nano-X Imaging Ltd. and the purchaser identified therein
     
4.2   Placement Agency Agreement, dated August 5, 2026, between Nano-X Imaging Ltd. and A.G.P./Alliance Global Partners.
     
4.3   Form of Pre-Funded Warrant sold by Nano-X Imaging Ltd. to the purchaser under the Securities Purchase Agreement
     
4.4   Form of Ordinary Warrant sold by Nano-X Imaging Ltd. to the purchaser under the Securities Purchase Agreement
     
5.1   Opinion of Meitar | Law Offices as to legality of ordinary shares
     
5.2   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality of pre-funded warrants and ordinary warrants
     
23.1   Consent of Meitar | Law Offices (included in Exhibit 5.1).
     
23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)

 

Incorporation by Reference

 

The information contained in this Report of Foreign Private Issuer on Form 6-K, including Exhibits 4.1, 4.2, 4.3, 4.4, 5.1, 5.2, 23.1 and 23.2, is hereby incorporated by reference into the Company’s Form F-3 (File No. 333-294302), as amended, and the Company’s Registration Statement on Form S-8 (File No. 333-248322).

 

2

 

 

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: August 7, 2026

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Other Documents