Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Nano-X Imaging Ltd. (NNOX) shares were reported as beneficially owned by YA II PN, Ltd. and six affiliated reporting persons: YA Global Investments II (U.S.), LP (YA II’s beneficial owner), Yorkville Advisors Global, LP (investment manager), Yorkville Advisors Global II, LLC (general partner to the manager), YAII GP, LP (general partner to YA Global Investments II), YAII GP II, LLC (general partner to YAII GP), and Mark Angelo (who makes YA II’s investment decisions). The reported amount was 8,638,180 ordinary shares, or 9.9%, with shared voting and dispositive power; these are overlapping attributions, not separate holdings.
The percentage calculation used 86,468,270 shares: 78,747,008 outstanding as of November 12, 2026, plus 7,721,262 that may be issued to YA II. The Resale SEPA is for up to $40 million and the Primary SEPA for up to $10 million. Under the agreements, Nano-X may issue and sell up to $50 million of ordinary shares to YA II, subject to their terms and conditions, and issuance is barred if it would cause YA II and its affiliates to exceed 9.99% of then-outstanding shares.
Key Figures
Beneficial ownership:8,638,180 ordinary sharesPercent of class:9.9%Resale SEPA:Up to $40 million+5 more
8 metrics
Beneficial ownership8,638,180 ordinary sharesReported by YA II PN, Ltd. and affiliated reporting persons
Percent of class9.9%Reported beneficial ownership
Resale SEPAUp to $40 millionOrdinary shares under the agreement
Primary SEPAUp to $10 millionOrdinary shares under the agreement
Combined SEPA issuance limitUp to $50 millionOrdinary shares Nano-X may issue and sell to YA II
Shares outstanding78,747,008 ordinary sharesAs of November 12, 2026
Potentially issuable shares7,721,262 ordinary sharesMay be issued to YA II; included in the ownership-percentage calculation
Beneficial ownership limit9.99%Issuance is prohibited to the extent it would cause YA II and its affiliates to exceed this share of then-outstanding ordinary shares
"aggregate number of ordinary shares then beneficially owned by YA II and its affiliates"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared voting power 8,638,180"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared dispositive power 8,638,180"
Standby Equity Distribution Agreementfinancial
"Standby Equity Distribution Agreement (the “Resale SEPA”)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NNOX shares did YA II report beneficially owning?
YA II PN, Ltd. reported beneficial ownership of 8,638,180 Nano-X ordinary shares, or 9.9%. The affiliated reporting persons reported the same amount with shared voting and dispositive power, so these are overlapping attributions rather than additional share blocks.
What are the terms of Nano-X’s SEPA agreements with YA II?
The Resale SEPA is for up to $40 million of ordinary shares, and the Primary SEPA is for up to $10 million. Both agreements were entered into on November 12, 2026. Nano-X has the option to issue and sell up to $50 million of shares to YA II, which is obligated to purchase them at the price and on the terms and conditions set out in the agreements. The agreements limit issuance if it would cause YA II and its affiliates to exceed 9.99% of then-outstanding shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nano-X Imaging Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M70700105
(CUSIP Number)
11/12/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
YA II PN, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
YA Global Investments II (U.S.), LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
Yorkville Advisors Global, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
Yorkville Advisors Global II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
YAII GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
YAII GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
SCHEDULE 13G
CUSIP Number(s):
M70700105
1
Names of Reporting Persons
Mark Angelo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,638,180.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,638,180.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,638,180.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 86,468,270 ordinary shares, consisting of 78,747,008 ordinary shares outstanding as of November 12, 2026, plus an additional 7,721,262 ordinary shares that may be issued to YA II PN, Ltd. ("YA II") pursuant to the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026 between YA II and Nano-X Imaging Ltd. (the "Issuer").
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Ordinary Shares
(e)
CUSIP Number(s):
M70700105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
8,638,180
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
8,638,180
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,638,180
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II PN, Ltd. ("YA II") entered into the Standby Equity Distribution Agreement (the "Resale SEPA") for up to $40 million of ordinary shares, and the Standby Equity Distribution Agreement (the "Primary SEPA" and collectively with the Resale SEPA, the "SEPA") for up to $10 million of ordinary shares, each entered into on November 12, 2026, between YA II and Nano-X Imaging Ltd. (the "Issuer"). Under the SEPA, the Issuer has the option to issue and sell up to $50 million of its ordinary shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ordinary shares then beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ordinary shares of the Issuer.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of ordinary shares.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
