Nano-X Imaging Ltd F-3, filed Mar 13, 2026
Nano-X Imaging Ltd. (NNOX)
As filed with the Securities and Exchange Commission on March 13, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NANO-X IMAGING LTD
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
|
State of Israel |
Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Ofer Tech Park
94 Shlomo Shmeltzer Road
Petach Tikva
Israel 4970602
Tel: +972 03 37359202
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
28 Liberty Street
New York, New York 10005
Tel: +1 (212) 894-8940
(Name, address, and telephone number of agent for service)
With copies to:
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Michael Schwartz, Esq. Yossi Vebman, Esq. |
Elad Ziv, Adv. Meitar | Law Offices 16 Abba Hillel Rd. Ramat Gan 5250608, Israel +972 -3-610-3111 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED , 2026
PROSPECTUS
NANO-X IMAGING LTD
$100,000,000
Ordinary Shares
Warrants
Debt Securities
This prospectus relates to the offer and sale, from time to time, of up to an aggregate of $100,000,000 of our ordinary shares, warrants and debt securities (collectively, the “securities”). We may offer our securities for sale directly to purchasers or through underwriters, dealers or agents to be designated at a future date. If any underwriters, dealers or agents are involved in the sale of any of our securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
You should read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus carefully before you invest in our securities together with additional information described under the heading “Where You Can Find More Information.” Our ordinary shares are quoted on the NASDAQ Global Market (“Nasdaq”) under the symbol “NNOX.” The closing price of our ordinary shares, as reported on Nasdaq on March 12, 2026, was $2.58.
Investing in our securities involves risks. Risks associated with an investment in our securities will be described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described under “Risk Factors” on page 11 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
This Prospectus is dated , 2026
TABLE OF CONTENTS
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This prospectus is part of a registration statement on Form F-3 that we have filed with the SEC under the Securities Act with respect to our ordinary shares. We may, from time to time, offer and sell, in one or more offerings, up to an aggregate of $100,000,000 of our securities. Under this process, we may sell from time to time any of the securities described in this prospectus, in any manner described under the section in this prospectus entitled “Plan of Distribution.”
This prospectus only provides you with a general description of the securities that we may offer. Each time we sell our securities, or if required under the Securities Act, we will provide a prospectus supplement containing specific information about the offering, if required. Any such prospectus supplement may include a discussion of any risk factors or other special considerations that apply to that offering. The prospectus supplement may also add, update or change the information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. Before purchasing any of our securities, you should carefully read both this prospectus and any prospectus supplement together with additional information incorporated by reference herein and described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement can be read on the U.S. Securities and Exchange Commission’s (the “SEC”) website or at the SEC office mentioned under the heading “Where You Can Find More Information.”
When acquiring any securities described in this prospectus, you should rely only on the information provided in this prospectus and in any applicable prospectus supplement, including the information incorporated by reference. None of us nor any underwriter, dealer or agent have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering our securities in any jurisdiction where the offer or sale is prohibited. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is truthful or complete at any date other than the date mentioned on the cover page of any such document.
We may sell our securities to underwriters who will sell the securities to the public at a fixed offering price or at varying prices determined at the time of sale. The applicable prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net proceeds to us. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to:
“Nanox,” the “Company,” “our Company,” the “Registrant,” “us,” “we,” “our” and similar designations refer to NANO-X IMAGING LTD, an Israeli company, and its consolidated subsidiaries.
Unless derived from our financial statements or otherwise noted, the terms “shekels” and “NIS” refer to New Israeli Shekels, the lawful currency of the State of Israel.
“Our shares,” “ordinary shares” and similar expressions refer to the Registrant’s ordinary shares, par value NIS 0.01 per share.
“Dollars,” “U.S.$” or “$” refer to U.S. Dollars, the lawful currency of the United States.
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
“Securities Act” refers to the Securities Act of 1933, as amended.
“Nasdaq” refers to the NASDAQ Global Market.
“SEC” or the “Commission” refers to the United States Securities and Exchange Commission.
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Early detection saves lives—and we at Nanox are focused on applying our proprietary medical imaging technology and solutions to make diagnostic medicine more accessible and affordable across the globe. We are developing an end-to-end imaging service solution, which includes the Nanox System, comprised of the Nanox.ARC, our U.S. Food and Drug Administration (“FDA”) cleared medical device, using our novel micro-electro-mechanical systems (“MEMs”) X-ray source technology, and the Nanox.CLOUD, a companion cloud software. Our offerings also include artificial intelligence (“AI”) solutions, healthcare IT services and teleradiology services. Our vision is to increase early detection of medical conditions that are discoverable by X-ray by improving access to imaging, reducing imaging costs and enhancing imaging efficiency, which we believe is key to increasing early prevention and treatment, improving health outcomes and, ultimately, saving lives.
Our imaging solution is designed as a modular open system, and we are exploring the expansion of the solution to include additional components, which may be developed by us or third parties. We are exploring additional collaboration opportunities as well.
Our holistic imaging solution is currently comprised of the following four principal components:
The Nanox System. As a first step to producing a new class of accessible and affordable medical imaging systems, we focused on identifying and developing a novel digital X-ray source, which we refer to as the Nanox.SOURCE. Our X-ray source is based on a novel digital MEMs semiconductor cathode that we believe can achieve the same functionalities as legacy X-ray analog cathodes, while allowing for lower-cost production than existing medical imaging systems. We have been developing this technology for over ten years towards the goal of commercial applicability. This novel digital X-ray source is the basis of core technology in the imaging system we are developing, and we believe it also has the potential to replace the legacy X-ray source in other existing imaging systems. Our technology aims to disrupt medical imaging by providing accessibility and affordability on a global scale. Our goal is to enable medical institutions and other significant medical players to either employ our solutions as a closed end-to-end system or to adopt a modular approach to our technologies, by acquiring or licensing our different components and integrating our technologies into their specific product.
The Nanox System includes two integrated components—hardware (Nanox.ARC), a medical imaging system incorporating our novel digital X-ray source, and software (Nanox.CLOUD). We developed, and continue to improve, the multi-source Nanox.ARC, a 3D tomosynthesis imaging system, which received two 510(k) clearances from the FDA and remains subject to regulatory clearance and approval in other jurisdictions. Tomosynthesis is an imaging technique used for early detection, that is designed to produce a high-resolution, 3D, X-ray image reconstruction of the scanned human body part for review by a professional diagnostics expert. In parallel, we have developed, and continue to improve, the Nanox.CLOUD, a companion cloud-based software to which scanned images may be securely uploaded to the cloud system. By integrating the Nanox.CLOUD with the Nanox.ARC, we believe the Nanox System could provide a streamlined process and end-to-end medical imaging service, including services such as image repository, radiologist matching, online and offline diagnostics review and annotation, connectivity to diagnostic assistive AI systems, billing, monitoring and reporting.
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Following clearances from the FDA, and if cleared by similar regulatory agencies in other jurisdictions, we plan to market and deploy the Nanox System globally at a substantially lower cost than currently available medical imaging systems, such as legacy X-ray and Computerized Tomography (“CT”) systems, because our digital X-ray source allows the Nanox.ARC to have a simpler structure without the costly cooling equipment used in legacy X-ray systems or the complex rotating mechanism used in CT devices. See “—Our Technology—The Nanox System.” We believe that the Nanox System could increase the accessibility and affordability of early-detection medical imaging systems worldwide, substantially reduce wait-times for imaging results and increase early detection rates compared to currently employed imaging process protocol.
We continue to implement a multi-step approach to the regulatory clearance process for the Nanox System. On April 1, 2021, we received clearance from the FDA to market our Nanox Cart X-Ray System, a single-source version of the Nanox.ARC. On April 28, 2023, we received a 510(k) clearance from the FDA to market the Nanox.ARC (including the Nanox.CLOUD), a multi-source 3D digital tomosynthesis system, as a stationary X-ray system intended to produce tomographic images of the human musculoskeletal system adjunctive to conventional radiography, on adult patients. On December 4, 2024, we received another 510(k) clearance from the FDA for the Nanox.ARC, for general use including human musculoskeletal system, pulmonary, intra-abdominal, and paranasal sinus indications, adjunctive to conventional radiography, on adult patients. This device is intended to be used in professional healthcare facilities or radiological environments, such as hospitals, clinics, imaging centers and other medical practices by trained radiographers, radiologists and physicians. The Nanox.ARC X, an AI-ready, multi-source digital tomosynthesis system that makes advanced 3D imaging possible in more places at significantly lower cost and radiation dose than CT, received FDA 510(k) clearance in April 2025 for general use, including musculoskeletal, pulmonary, intra-abdominal and paranasal indications. In February 2026, we received FDA 501(K) clearance for TAP2D, a new cloud enabled image enhancement capability for the Nanox.ARC and Nanox.ARC X digital tomosynthesis systems. We plan to seek additional clearances or approvals for additional uses of the currently cleared Nanox System, or for future versions of the Nanox System.
On November 22, 2023, Nanox.ARC received approval from the Medical Device Division of the Ministry of Health in Israel (the regulatory body that oversees medical devices in Israel). As such, Nanox.ARC is registered as a commercial medical device in the Israeli market. Following this approval, the Israeli Ministry of Health granted Nanox.ARC a free sale certificate which is a requirement for regulatory submission in some markets. In addition, in Ghana, our local partner has obtained approval from the Ghana Food and Drug Authority (the GFDA), and started the clinical scanning of patients.
On February 25, 2025, we received the CE mark certification to market the multi-source Nanox.ARC system, including the Nanox.CLOUD, its accompanying cloud-based infrastructure. Nanox.ARC is a stationary X-ray system, intended to generate tomographic images of human anatomy from a single tomographic sweep performed in recumbent positions of adult patients.
We expect that the Nanox System will enable us to accumulate a significant number of medical images, which have the potential to be used by collaborators, such as medical AI-analytics companies, through machine learning algorithms to increase the probability of early disease detection.
U.S. go-to-market. Based on market analysis of the U.S. market by clinicians, imaging administrators and directors, stakeholders recognize the clinical benefits of the Nanox System and its more affordable approach to advanced imaging technology. Furthermore, outpatient facilities, such as freestanding emergency clinics, and pulmonary clinics showed interest in adopting the Nanox System. Specifically, because such facilities typically do not have CT capabilities, we believe such facilities view the Nanox System as a more affordable way to keep patients in-house for advanced imaging needs, combined with a 2D X-ray. Outpatient facilities also expressed potential interest in our MSaaS business model, which we believe could reduce the risk of an upfront purchase because the cost is based on actual use. We believe that gathering further clinical evidence will strengthen the support for our technology. Our current U.S. go-to-market strategy is comprised of three primary components: customer targeting, building a sales team and using a hybrid business model.
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In terms of customer targeting, we believe several factors impact willingness to adopt our system, including the type of facility, its current imaging capabilities and imaging volumes, and geographic location, namely rural vs. urban. We aim to strategically engage segments that show early adoption potential, such as orthopedic clinics, skilled nursing facilities, freestanding emergency departments and urgent care facilities. We intend to continue to build clinical evidence particularly within the U.S. market, to support the adoption of our system, as well as reimbursement mechanisms, specifically with commercial payers. We’ve strategically realigned our focus to enhance our presence in the U.S. market, such that our initial efforts in commercialization and deployment within the U.S. have been concentrated on select states. This approach allows us, in the near term, to optimize customer service, delivery and support. To execute our strategy, we have allocated internal sales resources, and we are trying to leverage the USARAD network, in order to accelerate our initial penetration in the market. Furthermore, we are in the process of expanding a U.S.-based sales and service team that will seek to generate leads, close sales, manage relationships, and provide services for the Nanox System installed base. We are also in the process of engaging with independent service providers to provide service in remote areas and to decrease equipment downtime. We expect that other operational needs (such as medical affairs, regulatory, billing, finance and contracting) will be supported by the existing international Nanox organization.
For our business model in the U.S., we intend to use a hybrid approach combining a usage-based MSaaS model with a CapEx model to help promote adoption, based on different segments. We have designed a training program to promote the Nanox System. We also intend to use a combination of pilot sites, training, sales and marketing efforts to help meet customer needs. These aspects of our business strategy require us to hire additional experienced healthcare business-development professionals who are charged with raising awareness of the Nanox System among physicians, hospitals, urgent care operators, and large health systems throughout the U.S.
Following a U.S. Reimbursement Landscape Assessment for Nanox.ARC, it was found that the existing CPT code 76100 “Radiologic examination, single plane body section (eg, tomography), other than with urography” would be a viable option to report tomosynthesis procedures utilizing the Nanox.ARC. Nanox.ARC users would be able to report with appropriate ICD-10-PCS code(s). These ICD-10-PCS codes are for reporting services and procedures performed in the inpatient hospital site of service. For the Nanox.ARC, clinics or hospitals operating it can use the CPT code 76100 for reporting. According to the National Physician Fee Schedule Relative Value File January Release, January 3, 2024, reimbursement rates for DTS vary between uses by physicians and by hospital outpatients. Third-party payors may impose limits on coverage or reimbursement for diagnostic imaging services, including denying reimbursement for tests that do not follow recommended diagnostic procedures or can only be billed using an unlisted or miscellaneous code. Prior authorization is required for certain advanced imaging services through CMS’ Appropriate Use Criteria (AUC) program and private payer prior authorization programs. Currently, although there are no AUCs for tomosynthesis in general radiography, we plan to monitor the CMS AUC Program and Private Payers Prior Authorization process for radiology procedures for any change.
Nanox Imaging Network (NIN) Nanox has initiated Nanox Imaging Network (“NIN”), a limited Proof-of-Concept (“POC”) initiative, in collaboration with Monarch Medical Management and Billing LLC (“Monarch”). NIN is intended to evaluate a network-based imaging services operating model in the United States, focused on providing imaging services through selected sites serving workers’ compensation and other specialized healthcare segments.
As part of the NIN POC, Nanox is responsible for certain technical and operational elements, including imaging system deployment, maintenance of its Nanox.ARC systems, connectivity and service support, while Monarch is responsible for site operations, personnel, regulatory permits, and local engagement. The initiative is intended to serve a range of healthcare providers, including orthopedic and spine clinics, occupational health providers, post-accident care providers, nursing homes and correctional healthcare facilities.
Certain target segments addressed by the NIN POC, including workers’ compensation-related imaging services, are characterized by reimbursement structures that may allow for higher per-scan pricing compared to standard reimbursement frameworks, depending on payer arrangements, state-specific fee schedules and contractual terms. The NIN POC is intended, in part, to evaluate such reimbursement dynamics.
The POC is currently in an early and limited deployment phase, with a small number of sites identified and in various stages of setup. The POC is intended solely to assess operational, regulatory and economic feasibility. Nanox has not committed to a rollout of NIN, and there can be no assurance that the POC will be expanded, successfully implemented, or result in material revenues.
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EU go-to-market.
As the population ages and the demand for medical imaging increases in lockstep, there is an increasing need for accessible, advanced imaging solutions across various care settings. We expect the Nanox.ARC to be a good fit for this backdrop, because at its core, the Nanox.ARC offers an advanced medical imaging solution that is more accessible and affordable. Unlike in the US market, most of the initial sales in the EU are and will be through the CapEx model, meaning the systems will be purchased outright with no per-scan charges. However, there will be additional revenues generated through the use of service contracts and Nanox.CLOUD connectivity. The distributors are responsible for overseeing sales and market development, including promoting the equipment, engaging with key opinion leaders, and generating leads. They are handling local regulatory approvals, importation, installation, and after-sales support. Additionally, they will execute marketing activities, maintain inventory, manage financial transactions with Nanox, and set local pricing and negotiate with customers.
Nanox.MARKETPLACE. Nanox.MARKETPLACE (formerly known as the MDW platform), which we acquired from MDWEB in November 2021, is our proprietary decentralized marketplace that connects imaging facilities with radiologists and enables radiologists to provide, and customers to obtain, remote interpretations of imaging data. The platform was designed by radiologists for the imaging industry. The radiologists connecting to Nanox.MARKETPLACE include those radiologists who are part of our network and provide teleradiology services through USARAD, as well as other radiologists, all of whom undergo an accreditation process that we perform and are required to be certified by the American Board of Radiology. Based primarily on customer location and area of specialization, radiologists will be matched to conduct the imaging interpretation. The radiologist receives payment through the platform from the customer upon the delivery of the imaging interpretation. The Nanox.MARKETPLACE service is currently offered on a standalone basis. Additionally, we have completed the incorporation of the Nanox.MARKETPLACE into the Nanox System, such that images that were generated by the Nanox.ARC and uploaded to the Nanox.CLOUD, can be streamlined and referred through the Nanox.MARKETPLACE to radiologists for remote reading.
Nanox.CONNECT. In August 2022, we entered into a supply agreement with Re-medi Co Ltd. in order to integrate Remedi’s two-dimensional (“2D”) imaging systems (using traditional X-ray tubes) to the Nanox.CLOUD and the Nanox.MARKETPLACE, creating a mobile 2D X-ray system that enables remote readings of scans with third parties AI-powered imaging analysis and a global teleradiology solution, which we refer to as the “Nanox.CONNECT.” The Nanox.CONNECT is currently deployed in a beta site in order to receive local regulatory approvals and explore and evaluate the business model and the potential service.
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AI Imaging Solutions. Nanox AI (previously known as Zebra), which we acquired in November 2021, develops machine learning platforms based on its database of over 500 million imaging scans, which facilitates the development of AI medical imaging solutions. Nanox AI has FDA clearance for seven radiology AI solutions, CE mark in Europe for five radiology AI solutions and regulatory approvals in other countries for its radiology AI solutions. Nanox AI has been granted over two dozen patents in the field of radiology AI. Nanox AI gathers underutilized image data from CT scans and helps medical service providers focus on patients that, upon findings generated by use of our AI solutions, require additional medical attention.
In February 2024, we received FDA clearance for HealthFLD, an AI software that provides automated qualitative and quantitative analysis of liver attenuation from routine contrast and non-contrast chest and abdomen CT scans in patients between the ages of 18 to 75. HealthFLD is intended to support clinicians in the detection of fatty liver, correlated with hepatic steatosis, an early sign of metabolic dysfunction-associated steatotic liver disease (MASLD), formerly referred to as non-alcoholic fatty liver disease (NAFLD).
In August 2024, we received 510(k) clearance for HealthCCSng V2.0. HealthCCSng V2.0 is the upgraded version of Nanox.AI’s cardiac solution, HealthCCSng, which has already shown tangible results in several healthcare systems, identifying patients at high risk of coronary artery disease while driving significant revenue to cardiology departments. It has also been seamlessly integrated with existing picture archiving and communication systems (PACS) and electronic medical records (EMR) systems, and enabled timely and appropriate preventive care.
We offer FDA cleared AI-based software imaging solutions to hospitals, health maintenance organizations (“HMOs”), integrated delivery networks (“IDNs”), marketplaces, pharmaceutical companies and insurers that are designed to identify or predict undiagnosed or underdiagnosed medical conditions, through the mining of data of existing CT scans. We have entered into collaboration agreements with marketplaces for access and distribution of our Nanox AI solutions, and agreements with IDNs, hospitals, insurance assessment and imaging companies with respect to our AI imaging solutions.
Additionally, we offer direct access to end-consumers to get the AI solutions through second opinions platform and healthcare imaging companies with respect to our AI imaging solutions. We currently offer AI imaging population health solutions aimed at identifying underlying findings, which are correlated to osteoporosis, cardiovascular disease and fatty liver to help detect patients at risk for more advanced liver disease such as NASH. With our AI imaging population health solutions, we aim to further our mission to enable preventative healthcare through early detection.
The HealthFLD clearance is the third product across the Nanox.AI suite of population health solutions to receive FDA clearance. The FDA previously cleared HealthCCSng, a solution that detects coronary artery calcium (CAC) that presents a risk for coronary artery disease, and HealthOST, a solution that assesses vertebral compression fractures and bone mineral density to support clinicians in the evaluation and assessment of musculoskeletal disease of the spine (such as osteoporosis).
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Looking to the future of Nanox.AI, the strong validation of these solutions by multiple health systems around the world drives us to develop additional algorithms that can identify more health problems.
Nanox.AI is collaborating with a U.S.-based healthcare company that operates medical screening programs focused on early disease detection. Under the terms of this collaboration, Nanox.AI’s population health software solutions are integrated into the partner’s medical screening workflows across multiple imaging center locations in the United States. Through this model, Nanox.AI provides technology solutions to a business customer that delivers screening services directly to individual consumers. As a result, Nanox.AI does not contract directly with end patients but rather supports consumer-facing healthcare services indirectly through its commercial partner. This business-to-business-to-consumer (B2B2C) approach is intended to allow Nanox.AI to participate in consumer healthcare markets while maintaining a business-to-business commercial relationship.
We’re also expanding direct-to-clinician access to Nanox.AI solutions and launching new AI applications that have the potential to improve diagnostic accuracy, early detection, and patient management directly to clinics and physicians as an AI software add-on.
Nanox.AI continues to expand its software and artificial intelligence–enabled product portfolio to support clinical care management and advanced image analysis.
Real+ Osteoporosis Care Management Platform
Real+ is a comprehensive osteoporosis care management software platform for which development has been completed. The solution is designed to support and automate key components of the osteoporosis care pathway, including patient intake, approval, follow-up, and ongoing monitoring. Real+ is tailored to the operational needs of Fracture Liaison Service (FLS) centers and is intended to support coordinated and timely care delivery while reducing administrative workload for clinical teams. Commercial deployment of Real+ remains subject to customer adoption, integration, and applicable regulatory and operational considerations.
AI-Based Aortic Valve Calcification Measurement (Under Development)
Nanox is developing an artificial intelligence–based solution intended to detect and quantify aortic valve calcification using standard non-contrast, non-gated CT scans. This solution is designed to support earlier identification of patients who may be at risk for aortic stenosis and who may benefit from additional clinical evaluation. This product is currently under development, has not been fully validated, and is subject to further clinical evaluation and applicable regulatory review.
AI-Based Body Composition Measurement (Under Development)
Nanox is also developing an artificial intelligence–based body composition analysis capability intended to assess fat and muscle parameters from CT imaging. This capability is being evaluated for potential inclusion in broader analytical frameworks, including biological age analysis methodologies described in academic literature. This solution remains under development and has not been validated for clinical use.
Nanox may evaluate potential combined applications of body composition analysis and aortic valve calcification measurement; however, any such combined solutions are at an early development stage and subject to further research, validation, and regulatory review. There can be no assurance that the AI-based solutions described above will be successfully developed, approved, or commercially deployed.
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Nanox Health IT (formerly VasoHealthcare IT) is a healthcare information technology services provider that serves hospitals and other healthcare organizations in the United States, with personnel specializing in healthcare IT implementation. Nanox Health IT provides services exclusively to healthcare organizations, including imaging centers, radiology groups, hospitals and healthcare networks. Nanox Health IT supports such customers with healthcare-focused IT infrastructure, secure computing environments and ongoing IT operations services.
Nanox Health IT's capabilities include healthcare systems integration, workflow optimization, data migration, user training and nationwide go-live support for medical imaging systems, as well as managed IT services. Nanox Health IT also provides services relating to healthcare IT infrastructure, cybersecurity and compliance solutions, and imaging and clinical systems support. These services are designed to support operational continuity, system reliability, regulatory compliance and optimized clinical workflows across complex and regulated healthcare environments. Nanox Health IT's services are designed for healthcare environments subject to extensive regulatory requirements. Nanox intends to integrate VHC IT's operational and customer support infrastructure with Nanox AI solutions that have received FDA clearance and that analyze routine CT scans for indicators of chronic diseases. Nanox Health IT's goal is to support Nanox's U.S. commercial expansion. As part of its broader healthcare ecosystem, the acquisition is expected to strengthen its U.S. operations. Nanox's overall goal is to support the deployment, integration and scaling of its FDA-cleared AI imaging solutions across healthcare providers in the United States.
The acquisition was made for total consideration of up to $800,000, consisting of (i) a $200,000 cash payment payable at closing and (ii) up to $600,000 in performance-based earnout payments payable over a period of up to two years, contingent upon the achievement of revenue retention targets with respect to existing customers.
Teleradiology Services. Following our acquisition of USARAD in November 2021, we offer teleradiology services to customers in the U.S. market and an additional six countries by U.S.-based radiologists, certified by the American Board of Radiology. We offer imaging interpretation services for radiology practices, hospitals, medical clinics, diagnostic imaging centers and mobile imaging service providers, urgent care facilities and multi-specialty physician groups and USARAD contracts directly with these customers. Second Opinions is a platform provided by USARAD Holdings Inc.
The platform connects patients with radiologists and other subspecialty physicians for additional consultation on their medical diagnoses. We have a network of approximately 20 accredited independent radiologists in our marketplace who are actively providing teleradiology services with us. We provide our teleradiology services to approximately 80 customers representing approximately 240 facilities. We allocate images that we receive from our customers, through our picture archiving and documentation system, to radiologists in our network based on the radiologist’s area of specialization. Payment is made by the customer directly to us based on the number of monthly readings and we pay the radiologist a predetermined fixed fee per reading.
Currently, our teleradiology services are offered as a standalone product through USARAD. In the future, we plan to incorporate our teleradiology services as part of our Nanox System offering.
NANO-X IMAGING LTD was incorporated under the laws of the State of Israel on December 20, 2018 and commenced operations on September 3, 2019. Our principal executive offices are located at Ofer Tech Park, 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602, and our telephone number is +972 03 4970602. Our agent for service of process in the United States is C T Corporation System located at 28 Liberty Street, 39th Floor, New York, New York 10005. Our website is http://www.nanox.vision. The information contained on, or that can be accessed through, our website does not constitute part of this prospectus or any accompanying prospectus supplement and is not incorporated by reference herein or therein.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, the documents incorporated by reference herein and any accompanying prospectus supplement may contain or incorporate forward-looking statements that relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. You should refer to the “Risk Factors” section of this prospectus, any accompanying prospectus supplement and in our most recent Annual Report on Form 20-F filed with the SEC for specific risks that could cause actual results to be significantly different from those stated in or implied by these forward-looking statements. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those stated in or implied by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus, any accompanying prospectus supplement and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results stated in or implied by these forward-looking statements.
Forward-looking statements in this prospectus include, but are not limited to, statements about:
| ● | the initiation, timing, progress and results of our research and development, manufacturing and commercialization activities with respect to our X-ray source technology or the Nanox.ARC, the Nanox.ARC X and the Nanox.CLOUD, which comprise the Nanox System; |
| ● | our ability to successfully demonstrate the feasibility of our technology for commercial applications; |
| ● | our expectations regarding the necessity of, timing of filing for, and receipt of, regulatory clearances or approvals regarding our technology, the Nanox.ARC and the Nanox.CLOUD; |
| ● | our ability to secure and maintain required FDA clearance and similar approvals from regulatory agencies worldwide, or Notified Body (“CE”), and comply with applicable quality standards and regulatory requirements; |
| ● | our ability to manufacture the Nanox.ARC, at a lower cost than medical imaging systems that use a legacy analog X-ray source; |
| ● | the pricing structure of our products and services, once such products and services receive regulatory clearance or approval; |
| ● | the implementation of our business models; |
| ● | the ability to successfully integrate the business of companies that we have acquired and to realize the anticipated benefits of the acquisitions, which may be affected by, among other things, competition, brand recognition, the ability of the acquired company to grow and manage growth profitably and retain its key employees; |
| ● | our expectations regarding collaborations with third-parties and their potential benefits; |
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| ● | our ability to enter into and maintain our arrangements with third-party manufacturers and suppliers; |
| ● | our ability to conduct business globally; |
| ● | our expectations regarding when certain patents may be issued and the protection and enforcement of our intellectual property rights; |
| ● | our ability to operate our business without infringing the intellectual property rights and proprietary technology of third parties; |
| ● | regulatory developments in the United States and other jurisdictions; |
| ● | estimates of our expenses, future revenues, capital requirements and our needs for additional financing; |
| ● | the rate and degree of market acceptance of our technology and our products; |
| ● | development relating to our competitors and the medical imaging industry; |
| ● | our estimates of the adoption of the MSaaS based model by market participants and our ability to negotiate, enter into and implement the MSaaS agreements; |
| ● | our estimates regarding the market opportunities for our technology and our products; |
| ● | our ability to attract, motivate and retain key executive managers; |
| ● | our ability to comply with data protection laws, regulations and similar rules and to establish and maintain adequate cyber-security and data protection; |
| ● | our ability to obtain third-party payor coverage or reimbursement of our Nanox System; |
| ● | our expectation regarding the maintenance of our foreign private issuer status; |
| ● | our expectations regarding changes in the global, national, regional or local economic, business, competitive, market, and regulatory landscape, including as a result of the security, political and economic instability in the Middle East that could harm our business, including due to the current war between Israel and Hamas and the ongoing conflict in Ukraine; |
| ● | potential litigation associated with our transactions, class actions and other legal claims against our officer and directors; |
| ● | the future trading price of our ordinary shares and impact of securities analysts’ reports on these prices; and |
| ● | claims, litigation and investigations we are or may be subject to in the future; and our success at managing other risks and uncertainties, including those listed under the caption “Risk Factors” in this prospectus, any accompanying prospectus supplement and our Annual Report on Form 20-F. |
The “Risk Factors” section of this prospectus, any accompanying prospectus supplement and our Annual Report on Form 20-F references the principal contingencies and uncertainties to which we believe we are subject, which should be considered in evaluating any forward-looking statements contained or incorporated by reference in this prospectus or in any accompanying prospectus supplement.
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| Issuer | NANO-X IMAGING LTD |
| Securities Offered | We may offer from time to time up to an aggregate of $100,000,000 of our ordinary shares, warrants and debt securities. |
| Use of Proceeds | We intend to use the net proceeds from the sale of any securities offered by us under this prospectus for funding our research and for general corporate purposes and other commercial efforts unless otherwise indicated in the applicable prospectus supplement. See “Use of Proceeds.” |
| Listing | Our ordinary shares are listed on the Nasdaq under the symbol “NNOX.” |
| Risk Factors | You should consider carefully all of the information that is contained or incorporated by reference in this prospectus and, in particular, you should evaluate the risks described under “Risk Factors.” |
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Investing in our securities involves risks. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and in our most recent annual report on Form 20-F, and in our updates, if any, to those risk factors in our reports of foreign private issuer on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.
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Our management will have broad discretion over the use of the net proceeds from the sale of our securities pursuant to this prospectus, both in terms of the purposes for which they will be used and the amounts that will be allocated for each purpose. We intend to use the net proceeds from the sale of any securities offered by us under this prospectus for funding our research and for general corporate purposes and other commercial efforts unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include the acquisition of companies or businesses, working capital, commercial expenditures and capital expenditures.
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Our capitalization will be set forth in a prospectus supplement to this prospectus or in a report of foreign private issuer on Form 6-K subsequently furnished to the SEC and specifically incorporated herein by reference.
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The following description of our share capital and provisions of our amended and restated articles of association are summaries and are qualified in their entirety by reference to the amended and restated articles of association.
We were incorporated under Israeli law on December 20, 2018. The rights and responsibilities of holders of our ordinary shares are governed by our amended and restated articles of association, as amended and restated from time to time and the Israeli Companies Law, 5759-1999 (the “Companies Law”).
As of December 31, 2025 our authorized share capital consisted of 100,000,000 ordinary shares, par value NIS 0.01 per share.
Objects of Our Company
Our purpose as set forth in our amended and restated articles of association is to engage in any lawful activity.
Borrowing Powers
Pursuant to the Companies Law and our amended articles of association, our board of directors may exercise all powers and take all actions that are not required under law or under our amended and restated articles of association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
Ordinary Shares
As of December 31, 2025, 69,590,228 ordinary shares were issued and outstanding.
All of our issued and outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
Dividends
We have never declared or paid any cash dividends on our ordinary shares. We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings.
Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our amended and restated articles of association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors. Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to our then last reviewed or audited consolidated financial statements, provided that the date of the financial statements is not more than six months prior to the date of the distribution, or we may distribute dividends that do not meet such criteria only with court approval; as a company listed on an exchange outside of Israel, however, court approval is not required if the proposed distribution is in the form of an equity repurchase, provided that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity to initiate a court proceeding to review the repurchase. If within 30 days such creditors do not file an objection, then we may proceed with the repurchase without obtaining court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
Voting Rights
All of our ordinary shares have identical voting and other rights in all respects.
Holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting.
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Quorum. In any meeting of shareholders, we will follow the quorum requirements for general meetings as set forth in our amended and restated articles of association, instead of one-third of the issued share capital as required under the Nasdaq Marketplace Rules. Pursuant to our amended and restated articles of association, the quorum required for our general meetings of shareholders will consist of at least two shareholders present in person or by proxy (including by voting deed) and holding shares conferring in the aggregate of at least 25% of the voting power of the Company. A meeting adjourned for lack of a quorum will generally be adjourned to the same day of the following week at the same time and place, or to such other day, time or place as indicated by our board of directors, if so specified in the notice of the meeting. At the reconvened meeting, subject to a limited exception, any number of shareholders present in person or by proxy shall constitute a lawful quorum.
Vote requirements. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast at a meeting. Under our amended and restated articles of association, a special resolution is required for the removal of a director from office and the appointment of a director in place of the director so removed, and to amend the provisions in our articles of association relating to the appointment and removal of directors.
Transfer of Ordinary Shares
Our fully paid ordinary shares are issued in registered form and may be freely transferred under our amended and restated articles of association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our amended and restated articles of association or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
Liquidation
In the event of our liquidation, after satisfaction of liabilities to creditors and other payments due as per applicable law, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Redemption of Ordinary Shares
We may, subject to applicable law, issue redeemable shares or other securities and redeem the same with such terms and conditions as the board of directors may deem fit.
Modifications of Rights of Shares
Under the Companies Law and our amended and restated articles of association, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our amended and restated articles of association, in addition to the ordinary majority vote of all classes of voting shares voting together as a single class.
Issuance of Additional Shares
We may, upon a resolution of the shareholders at a general meeting, from time to time, increase our share capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts or without nominal amounts, and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as the resolution approving the creation of such shares shall provide. Except to the extent otherwise provided in the resolution creating such new shares, such new shares shall be subject to all the provisions applicable to the shares of the original capital. Without prejudice to any special rights previously conferred upon the holders of existing shares in the Company, the Company may, from time to time, provide for shares with such preferred or deferred rights or rights of redemption or other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise, as may be stipulated in the resolution pursuant to which such shares are created.
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Access to Corporate Records
Under the Companies Law, shareholders generally have the right to review minutes of our general meetings, our shareholders register and material shareholders register, our amended and restated articles of association, our annual audited financial statements and any document that we are required by law to file publicly with the Israeli Registrar of Companies or the Israel Securities Authority. In addition, any shareholder who specifies the purpose of their request may request to review any document related to an action or transaction requiring shareholder approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interests or protect a trade secret or patent.
Exchange Controls
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the ordinary shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.
Acquisitions under Israeli Law
Full Tender Offer. A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s voting rights or issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the voting rights or issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares of that class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholder accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
If the full tender offer was not accepted in accordance with the above alternatives, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.
Special Tender Offer. The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company (subject to certain exceptions). This requirement does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to certain exceptions. A special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered by shareholders who accept the offer exceeds the number of shares whose holders objected to the offer (excluding the purchaser and its controlling shareholders, holders of 25% or more of the voting rights in the company or any person having a personal interest in the acceptance of the tender offer or any other person acting on their behalf, including relatives and entities under such person’s control). If a special tender offer is accepted, then (i) shareholders who did not respond to or that had objected to the offer may accept the offer within four days of the last date set for the acceptance of the offer and they will be considered to have accepted the offer from the first day it was made, and (ii) the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
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Shares purchased in contradiction to the tender offer rules under the Companies Law, as described above, will have no rights and will become dormant shares.
Merger. The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of its shares voted on the proposed merger at a shareholders meeting. The board of directors of a merging company is required pursuant to the Companies Law to discuss and determine whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into account the financial condition of the merging companies. If the board of directors determines that such a concern exists, it may not approve a proposed merger. Following the approval of the board of directors of each of the merging companies, the boards of directors must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies. Under the Companies Law, each merging company must deliver the merger proposal to its secured creditors and inform its unsecured creditors of the merger proposal and its content.
For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of the shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors of the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders. If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value to the parties to the merger and the consideration offered to the shareholders of the target company. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors. In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
Anti-Takeover Measures
The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. No preferred shares are currently authorized under our amended and restated articles of association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our amended and restated articles of association, which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares represented at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law and our amended articles of association as described above under “—Voting Rights.” In addition, we have a classified board structure, which will effectively limit the ability of any investor or potential investor or group of investors or potential investors to gain control of our board of directors, as disclosed under.
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General Meetings of Shareholders and Shareholder Proposals
Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held no later than 15 months after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in our amended and restated articles of association as special general meetings. Our board of directors may call special general meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special general meeting upon the written request of (i) any two or more of our directors or one-quarter or more of the members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a matter on the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting. Notwithstanding the foregoing, as a company listed on an exchange outside of Israel, a matter relating to the appointment or removal of a director may only be requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of the shareholders. Our amended and restated articles of association contain procedural guidelines and disclosure items with respect to the submission of shareholder proposals for shareholder meetings.
Under the Companies Law, resolutions regarding the following matters must be passed at a general meeting of shareholders:
| ● | amendments to the company’s articles of association; |
| ● | appointment, fees or termination of the auditors, if the shareholders have not delegated their authority to set the fees for the auditors to the board of directors; |
| ● | appointment of external directors (if applicable); |
| ● | approval of related-party transactions requiring general meeting approval pursuant to the provisions of the Companies Law; |
| ● | increases or reductions of the company’s authorized share capital; |
| ● | a merger (as such term is defined in the Companies Law); and |
| ● | the exercise of board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.. |
History of Securities Issuances
You should refer to our most recent annual report on Form 20-F for a history of our securities issuances for the past three years.
Corporate Governance
As a foreign private issuer, we are permitted to follow certain Israeli corporate governance practices instead of the Nasdaq corporate governance rules, provided that we disclose which requirements we are not following and the equivalent Israeli requirement. Pursuant to the “foreign private issuer exemption”:
| ● | we comply with Israeli law with respect to quorum requirements. In accordance with the Companies Law, our amended and restated articles of association provide that a quorum of two or more shareholders holding at least 25% of the voting rights in person or by proxy is required for commencement of business at a general shareholder meeting. The quorum set forth in our amended and restated articles of association with respect to an adjourned meeting shall, subject to a limited exception, consist of one or more shareholders present in person or by proxy (including by voting deed), regardless of the number or percentage of our outstanding shares held by them; |
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| ● | we follow Israeli corporate governance practices instead of the Nasdaq requirements with regard to the nomination committee and director nomination procedures. The nominations for directors, which are presented to our shareholders by our board of directors, are generally made by the board of directors itself, in accordance with the provisions of our amended and restated articles of association and the Companies Law. With the exception of directors elected by our board of directors due to a vacancy, in accordance with the staggered nomination, we intend to elect our directors to hold office until the annual general meeting of our shareholders that occurs in the third year following his or her election and until his or her successor shall be elected and qualified; |
| ● | we adopt and approve material changes to equity incentive plans in accordance with the Companies Law, which does not impose a requirement of shareholder approval for such actions. In addition, we follow Israeli corporate governance practice, which requires shareholder approval prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants only under certain circumstances, in lieu of Nasdaq Marketplace Rule 5635(c); |
| ● | as opposed to making periodic reports to shareholders and proxy solicitation materials available to shareholders in the manner specified by the Nasdaq corporate governance rules, the Companies Law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. We will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules; and |
| ● | we follow Israeli corporate governance practices instead of Nasdaq requirements to obtain shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law such as (i) transactions with directors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at our company), (ii) extraordinary transactions with controlling shareholders, (iii) terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative, (iv) private placements that will result in a change of control, (v) certain transactions, other than a public offering, involving issuances of a 20% or greater interest in us and (vi) certain acquisitions of the stock or assets of another company. |
Otherwise, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules. We also intend to comply with Israeli corporate governance requirements under the Companies Law applicable to us.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is Continental Stock Transfer & Trust Company.
Listing
Our ordinary shares are listed on the Nasdaq under the symbol “NNOX.”
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We may issue and offer warrants under the material terms and conditions described in this prospectus and any accompanying prospectus supplement for the purchase of our ordinary shares or debt securities. The accompanying prospectus supplement may add, update or change the terms and conditions of the warrants as described in this prospectus.
Warrants may be issued independently or together with any securities and may be attached to or separate from those securities. The warrants may be issued under warrant or subscription agreements to be entered into between us and a bank or trust company, as warrant agent, all of which will be described in the prospectus supplement relating to the warrants we are offering. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The particular terms of the warrants, the warrant or subscription agreements relating to the warrants and the warrant certificates representing the warrants will be described in the applicable prospectus supplement, including, as applicable:
| ● | the title of the warrants; |
| ● | the initial offering price; |
| ● | the aggregate amount of warrants and the aggregate amount of equity securities purchasable upon exercise of the warrants; |
| ● | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
| ● | if applicable, the designation and terms of the equity securities with which the warrants are issued, and the amount of warrants issued with each equity security; |
| ● | the date, if any, on and after which the warrants and the related equity security will be separately transferable; |
| ● | the price at which each underlying security purchasable upon exercise of the warrants may be purchased; |
| ● | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
| ● | the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
| ● | whether the warrant will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; |
| ● | the identity of the warrant agent or of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; |
| ● | information with respect to book-entry procedures, if any; |
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| ● | in connection with warrants denominated as rights, the extent of any over-subscription privilege with respect to unsubscribed securities; |
| ● | whether the warrants may be sold separately or with other securities as part of units; |
| ● | if applicable, a discussion of United States or Israeli income tax, accounting or other considerations applicable to the warrants; |
| ● | anti-dilution provisions of the warrants, if any; |
| ● | redemption or call provisions, if any, applicable to the warrants; |
| ● | the material terms of any standby underwriting arrangement entered into by us in connection with any warrants; and |
| ● | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Holders of warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants.
The description in an accompanying prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies of any warrant or subscription agreement if we offer warrants, see “Where You Can Find More Information.” We urge you to read the applicable warrant or subscription agreement and any accompanying prospectus supplement in their entirety.
On July 26, 2023, pursuant to the Purchase Agreement, we sold 2,142,858 of our ordinary shares, together with the Warrants to purchase up to 2,142,858 ordinary shares at a combined purchase price of $14.00 per share to the Purchaser in a registered direct offering. The Warrants have an exercise price of $19.00 per share, are exercisable immediately upon issuance and will expire five years from issuance. The Warrants are exercisable for cash only so long as we have an effective registration statement covering the issuance of shares upon the exercise of the Warrants.
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DESCRIPTION OF DEBT SECURITIES
We may offer debt securities in one or more series, which may be senior debt securities or subordinated debt securities and which may be convertible into another security.
The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the following general terms and provisions may apply to the debt securities, will be described in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and the trustee to be named therein. A form of the indenture is attached as an exhibit to the registration statement of which this prospectus forms a part. The terms of the debt securities will include those set forth in the indenture and those made a part of the indenture by the Trust Indenture Act of 1939 (“TIA”). You should read the summary below, any accompanying prospectus supplement and the provisions of the indenture in their entirety before investing in our debt securities.
The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include, among others, the following:
| ● | the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series; |
| ● | any applicable subordination provisions for any subordinated debt securities; |
| ● | the maturity date(s) or method for determining same; |
| ● | the interest rate(s) or the method for determining same; |
| ● | the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof; |
| ● | whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; |
| ● | redemption or early repayment provisions; |
| ● | authorized denominations; |
| ● | if other than the principal amount, the principal amount of debt securities payable upon acceleration; |
| ● | place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made; |
| ● | the form or forms of the debt securities of the series including such legends as may be required by applicable law; |
| ● | whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance; |
| ● | whether the debt securities are secured and the terms of such security; |
| ● | the amount of discount or premium, if any, with which the debt securities will be issued; |
| ● | any covenants applicable to the particular debt securities being issued; |
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| ● | any additions or changes in the defaults and events of default applicable to the particular debt securities being issued; |
| ● | the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; |
| ● | the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable; |
| ● | the time period within which, the manner in which and the terms and conditions upon which we or the holders of the debt securities can select the payment currency; |
| ● | our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; |
| ● | any restriction or conditions on the transferability of the debt securities; |
| ● | provisions granting special rights to holders of the debt securities upon occurrence of specified events; |
| ● | additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities; |
| ● | provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and |
| ● | any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities). |
General
We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the indenture.
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We will describe in an accompanying prospectus supplement any other special considerations for any debt securities we sell that are denominated in a currency or currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, and the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked will be described in an accompanying prospectus supplement.
United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in an accompanying prospectus supplement.
We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Subject to the limitations provided in the indenture and in an accompanying prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the designated corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
Global Securities
Unless we inform you otherwise in an accompanying prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in an accompanying prospectus supplement. Unless and until a global security is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor.
Governing Law
The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.
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We may sell or distribute our securities from time to time in one or more public or private transactions:
| ● | through underwriters; |
| ● | through agents; |
| ● | to dealers; |
| ● | directly to one or more purchasers; |
| ● | in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market on an exchange or otherwise; |
| ● | in block trades; |
| ● | through a combination of any of the above; and |
| ● | any other method permitted pursuant to applicable law. |
Any sale or distribution may be effected by us:
| ● | at market prices prevailing at the time of sale; |
| ● | at varying prices determined at the time of sale; or |
| ● | at negotiated or fixed prices. |
At any time a particular offer of our securities is made, a prospectus supplement, if required, will be distributed and set forth the terms of each specific offering, including the name or names of any underwriters or agents, the purchase price of the securities and the proceeds to us from such sales or distribution, any delayed delivery arrangements, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
In addition, we may distribute the securities as a dividend or in a rights offering to our existing security holders. In some cases, we or dealers acting for us or on behalf of us may also repurchase the securities and reoffer them to the public by one or more of the methods described above.
Through Underwriters
If underwriters are used in a sale or distribution, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such prospectus supplement. Unless otherwise set forth in the prospectus supplement, the underwriters will be obligated to purchase all of the securities if any are purchased.
During and after an offering through underwriters, the underwriters may purchase and sell or distribute the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters also may impose a penalty bid, under which selling concessions allowed to syndicate members or other broker-dealers for the securities they sell or distribute for their account may be reclaimed by the syndicate if the syndicate repurchases the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.
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Through Agents or to Dealers
We may sell or distribute the securities directly or through agents we designate from time to time. Unless otherwise indicated in a prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.
If dealers are used in any of the sales or distribution of the securities covered by this prospectus, we will sell those securities to dealers as principals. The dealers may then resell the securities to the public at varying prices the dealers determine at the time of resale.
Direct Sales
We may sell or distribute the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale thereof.
Delayed Delivery
If so indicated in a prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase the securities from us, as applicable, at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.
Derivative Transactions and Hedging
We and the underwriters may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters. The underwriters may carry out the derivative transactions through sales or distributions of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters may also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.
Loans of Securities
We may loan or pledge the securities to a financial institution or other third party that in turn may sell the securities using this prospectus and an applicable prospectus supplement.
General
Agents, dealers and direct purchasers that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. Agents, dealers and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which such agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services on our behalf.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-3, of which this prospectus is part, with respect to up to an aggregate of $100,000,000 of the securities we may offer. Statements we make in this prospectus and any accompanying prospectus supplement about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the office of the SEC and may be inspected without charge.
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provision and short sale prohibition, and our principal shareholders are also exempt from the reporting provision, contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and to submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year.
The SEC also maintains a website at that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
We maintain a corporate website at http://www.nanox.vision. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.
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The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it. This means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.
We incorporate by reference the documents listed below:
| ● | our Annual Report on Form 20-F (File No. 001-39461) for the fiscal year ended December 31, 2024, filed with the SEC on April 9, 2025. |
| ● | our Reports on Form 6-K filed with the SEC on February 25, 2025, March 31, 2025, April 17, 2025, May 22, 2025, August 12, 2025, November 17, 2025, November 20, 2025, November 24, 2025, November 26, 2025, December 22, 2025, December 29, 2025 and February 3, 2026 (other than the portions of those reports not deemed to be filed). |
| ● | with respect to each offering of our securities under this prospectus, each subsequent annual report on Form 20-F and each report of foreign private issuer on Form 6-K that indicates that it is being incorporated by reference, in each case, that we file with or furnish to the SEC on or after the date on which this registration statement is first filed with the SEC and until the termination or completion of that offering under this prospectus. |
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
NANO-X IMAGING LTD
Ofer Tech Park
94 Shlomo Shmeltzer Road
Petach Tikva
Israel 4970602
Tel: +972 03 37359202
Attention: Chief Executive Officer
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ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, many of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collect within the United States.
We have irrevocably appointed C T Corporation System as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 28 Liberty Street, New York, NY 10005.
We have been informed by our legal counsel in Israel, Meitar | Law Offices, that it may be difficult to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws on the basis that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may also be governed by Israeli law.
Subject to certain time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that, among other things:
| ● | the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment; |
| ● | the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and |
| ● | the judgment is executory in the state in which it was given. |
Even if these conditions are met, an Israeli court may not declare a foreign civil judgment enforceable if:
| ● | the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases); |
| ● | the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel; |
| ● | the judgment was obtained by fraud; |
| ● | the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court; |
| ● | the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel; |
| ● | the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or |
| ● | at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel. |
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
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The validity of our ordinary shares and certain other matters of Israeli law will be passed upon for us by Meitar | Law Offices. The validity of the warrants and debt securities offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
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The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2024 have been so incorporated in reliance on the report of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. | Indemnification of Directors, Officers and Employees |
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association contain such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.
An Israeli company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event provided a provision authorizing such indemnification is contained in its articles of association:
| ● | a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
| ● | reasonable litigation expenses, including legal fees, incurred by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; |
| ● | reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court (i) in proceedings instituted against him or her by the company, on its behalf or by a third party, or (ii) in connection with criminal proceedings in which the office holder was acquitted, or (iii) as a result of a conviction for a crime that does not require proof of criminal intent; and |
| ● | expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”). |
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:
| ● | a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| ● | a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder; |
| ● | a financial liability imposed on the office holder in favor of a third party; |
| ● | a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding; and |
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| ● | expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may not indemnify or insure an office holder against any of the following:
| ● | a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| ● | a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
| ● | an act or omission committed with intent to derive illegal personal benefit; or |
| ● | a fine, monetary sanction or forfeit levied against the office holder. |
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee, the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy and that policy was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.
Our amended and restated articles of association permit us to exculpate, indemnify and insure each of our directors and officers to the fullest extent permitted by the Companies Law. We have obtained directors’ and officers’ liability insurance which covers each of our executive officers and directors.
We have entered into agreements with each of our current directors and officers exculpating them from a breach of their duty of care to us to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, including with respect to liabilities resulting from our initial public offering, to the extent that these liabilities are not covered by insurance, all subject to limited exceptions. Indemnification for any monetary liability incurred by or imposed on a director or officer in favor of a third party is limited to certain events that were determined as foreseeable by the board of directors based on our current or expected activities. The maximum aggregate amount of indemnification that we may pay to our directors and officers based on such indemnification agreements shall not exceed the greater of (i) in relation to indemnity in connection with an offering to the public of our securities, the aggregate amount of proceeds from the sale by us and/or any of our shareholders in connection with such public offering, (ii) 25% of our total shareholders’ equity pursuant to our most recent financial statements as of the time of the actual payment of indemnification, and (iii) $50 million (in each case as may be increased from time to time by shareholders’ approval). Such indemnification amounts are in addition to any insurance amounts.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| Item 9. | Exhibits |
The exhibits listed on the exhibit index at the end of this Registration Statement have been furnished together with this Registration Statement.
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| Item 10. | Undertakings |
| (a) | The undersigned registrant hereby undertakes: |
| (i) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| 1) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| 2) | to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| 3) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i)(1), (a)(i)(2) and (a)(i)(3) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement. |
| (ii) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (iii) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (iv) | To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3. |
| (v) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| 1) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and |
| 2) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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| (vi) | That, for the purpose of determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities of the undersigned registrant, the undersigned registrant undertakes that in a primary offering of its securities pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| 1) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| 2) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| 3) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| 4) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| (d) | To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939. |
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Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Israel, on March 13th, 2026.
| NANO-X IMAGING LTD | |||
| By: | /s/ Erez Meltzer | ||
| Name: | Erez Meltzer | ||
| Title: | Chief Executive Officer and Chairman of the Board of Directors | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Erez Meltzer, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done provided the above-listed attorney-in-fact acts on behalf of such person, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtues hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
| Signature and Name | Title | Date | ||
| /s/ Erez Meltzer | Chief Executive Officer and Chairman of the Board of Directors | March 13, 2026 | ||
| Erez Meltzer | (principal executive officer) | |||
| /s/ Ran Daniel | Chief Financial Officer | March 13, 2026 | ||
| Ran Daniel | (principal financial officer and principal accounting officer) | |||
| /s/ Erez Alroy | Director | March 13, 2026 | ||
| Erez Alroy | ||||
| /s/ Dan Suesskind | Director | March 13, 2026 | ||
| Dan Suesskind | ||||
| /s/ Noga Kainan | Director | March 13, 2026 | ||
| Noga Kainan | ||||
| /s/ Michael Jackman | Director | March 13, 2026 | ||
| Michael Jackman | ||||
| /s/ Nehama Ronen | Director | March 13, 2026 | ||
| Nehama Ronen |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
| By: | /s/ C T Corporation System | Authorized Representative | March 13, 2026 |
| C T Corporation System | in the United States |
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EXHIBIT INDEX
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| * | To be filed as an exhibit to a post-effective amendment to this Registration Statement or as an exhibit to a report of foreign private issuer on Form 6-K to be filed under the Exchange Act and incorporated herein by reference. |
| ** | Previously filed. |
| *** | To be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, where applicable. |
| † | Filed herewith. |
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Exhibit 2.6
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 18 day of November, 2025 by and between VASOHEALTHCARE IT Corp., a Delaware (“Company”), Vaso Corporation, a Delaware corporation (“Seller”) and Nano – X Imaging Inc., a company organized under the laws of the State of Delaware (“Purchaser”).
BACKGROUND
Seller owns 100 shares of common stock in the Company (the “Stock”), free and clear of any Liens. The Stock constitutes all (100%) of the outstanding equity interests of the Company. Seller desires to sell the Stock to Purchaser and Purchaser desires to purchase the Stock from Seller, all on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above recitals, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I. Sale of Stock
1.1 Purchase and Sale. Upon the terms and subject to all of the conditions set forth herein, on the Closing Date (as hereafter defined) Seller shall sell, transfer and convey to Purchaser, and Purchaser shall purchase from Seller, the Stock, free and clear of all Liens.
ARTICLE II. Purchase Price
2.1 Purchase Price. The purchase price to be paid by Purchaser to Seller, on the Closing Date, for the Stock shall be an amount equal to Two Hundred Thousand U.S. Dollars (US$200,000.00) (the “Closing Consideration Amount”). The Closing Consideration Amount shall be due and payable at Closing as follows:
(a) Purchaser shall pay all Closing Outstanding Indebtedness and Company Transaction Expenses, in immediately available funds, to the parties and in the amounts identified on the Closing Statement; and
(b) Purchaser shall pay to Seller an aggregate amount equal to the Closing Consideration Amount minus the Closing Outstanding Indebtedness and Company Transaction Expenses (“Seller’s Closing Payment”), in immediately available funds to an account designated by Seller.
(c) At least three (3) business days prior to the Closing, Seller shall provide Purchaser with a draft statement (the “Closing Statement”) which sets forth the Closing Outstanding Indebtedness, Company Transaction Expenses and the Seller’s Closing Payment, and the amounts and wire instructions for the distribution of all such funds, accompanied by such documentation and evidence with respect to all such payments to be made as Purchaser may reasonably require in order to evidence the same. The Purchaser shall have the right to review, comment on, and request reasonable changes to such statement, and the Seller shall incorporate all reasonable comments and changes requested by Purchaser.
2.2 Earnout. In addition to the Closing Consideration Amount, Seller may be entitled to receive additional consideration for the sale of the Stock upon the following terms and conditions (the “Earnout”): The aggregate amount payable in respect of the Earnout shall not exceed a total of US$600,000 under any circumstances, and shall be payable only for the two-year period following the Closing Date, and in accordance with the payment scheduled detailed in Schedule 2.2. No Earnout shall accrue for periods after the second anniversary of the Closing Date. Earnout shall be calculated as 10% of all revenues that should be recognized in accordance with GAAP from current Company customers (as of Closing), during the two-year earn-out period. Detailed metrics and calculation methodology shall be set forth in Schedule 2.2 hereto. Seller shall have standard audit rights to confirm the calculation of the earn-out, as detailed in Schedule 2.2.
2.3 Notwithstanding anything to the contrary, under no circumstances shall the Aggregate Consideration exceed Eight Hundred Thousand United States Dollars (US$800,000) in the aggregate.
ARTICLE III. Representations and Warranties
(a) Purchaser’s Representations and Warranties. Purchaser represents and warrants to the Company that:
(a) Status, Authority and Enforceability. Purchaser is a corporation duly organized, validly existing and currently subsisting under the laws of the State of Delaware. Purchaser has full power and authority to enter into and perform: (i) this Agreement; and (ii) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, “Purchaser’s Ancillary Documents”). This Agreement has been, and Purchaser’s Ancillary Documents will be, duly executed and delivered by a duly authorized representative of Purchaser. Assuming the due execution and delivery of this Agreement by Seller, this Agreement constitutes, and Purchaser’s Ancillary Documents when executed will constitute, the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in an action of law or a suit in equity.
(b) No Conflicts. Neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will (i) conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser’s Articles of Association, or of any order, writ, injunction, judgment or decree of any court or any Governmental Authority or of any arbitration award; (ii) violate any statute or administrative regulation; or (iii) violate any Material Contract or understanding to which Purchaser is a party or by which Purchaser is bound.
(c) No Broker’s Commission. Neither Purchaser, nor any of its shareholders, officers, directors, agents or representatives, has dealt with any person or entity who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transactions contemplated hereby.
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3.2 Seller’s Representations and Warranties. Except as set forth in the disclosure schedules attached hereto (the “Disclosure Schedules”), the Seller represents and warrants to Purchaser that:
(a) Title to the Shares. Seller has, and on the Closing Date will have, complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to Purchaser, and will transfer to Purchaser at the Closing, and Purchaser will acquire at the Closing, good, valid and marketable title to, the Stock, free and clear of any Lien. Seller further represents and warrants that no consent, approval, or authorization of any third party or Governmental Authority is required to be obtained by Seller for such transfer, except as has been duly obtained and provided to Purchaser prior to Closing. Seller holds 100% of the Stock, and the Stock constitutes all of the issued and outstanding equity interests and capital stock of the Company.
(b) Authority/Enforceability. Seller has full power and authority to enter into and perform: (i) this Agreement; and (ii) all documents and instruments to be executed by Seller pursuant to this Agreement (collectively, “Seller’s Ancillary Documents”). This Agreement has been, and Seller’s Ancillary Documents will be, duly executed and delivered by Seller. Seller is not required to obtain the consent of any other Person in connection with the execution of this Agreement or any of the Seller’s Ancillary Documents. Assuming the due execution and delivery of this Agreement by Purchaser, this Agreement constitutes, and Seller’s Ancillary Documents when executed will constitute, the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in an action of law or a suit in equity.
(c) Corporate Organization.
(i) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite power and authority to carry on its business as currently conducted, and to own the properties and assets it now owns. The Company does not own, or have any interest in, any shares or have an ownership interest in any other Person. The Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction where it is required to be so licensed or qualified to do business.
(ii) True, correct and complete copies of the Company’s incorporation deed and Bylaws, each as amended to date (the “Governing Documents”), have been delivered to Purchaser. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of any law or Governmental Order applicable to Seller or the Company; (b) except as set forth in Schedule 3.2(c), require the consent, notice or other action by any Person, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and assets are subject or any Governmental Authorization affecting the properties, assets or business of the Company; or (c) result in the creation or imposition of any Lien on any properties or assets of the Company.
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(iii) The Company has maintained its minute book, stock register and records in the ordinary course of its business and such instruments contain all formal proceedings of its owners, governing body and any committees thereof. The Company has made available to the Purchaser true, complete and correct copies of all such instruments.
(d) Capitalization.
(i) The authorized equity of the Company consists solely of one thousand (1,000) shares of common stock, of which one hundred (100) shares, which are entirely represented by the Stock, are issued and outstanding. The Stock is duly authorized, validly issued, fully paid, and nonassessable and was issued in accordance with all applicable laws. None of the Stock was issued in violation of any preemptive rights of any present or former owner of the Company. There are no outstanding agreements or commitments obligating the Company to issue, sell, or transfer any equity securities or rights to acquire equity securities.
(ii) Except for the Stock, (i) there are no shares of capital stock or other equity securities (as the term “equity security” is defined in the Securities Exchange Act of 1934, as amended) of the Company outstanding, (ii) there are no outstanding subscriptions, options, warrants or rights (including conversion or preemptive rights, rights of first refusal and phantom stock rights) to purchase or acquire any equity securities of, or other interest in, the Company, (iii) no equity securities of the Company are reserved for issuance for any purpose, and (iv) there are no contracts, commitments, agreements, understandings, arrangements or restrictions to which the Company or Seller is a party or by which the Company or Seller is bound relating to any shares of the capital stock or other equity securities of the Company (including the Stock), whether or not outstanding. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any equity securities of the Company.
(e) Subsidiaries. The Company does not own any capital stock or other equity securities of any other corporation or entity or have any other type of interest (whether ownership or other) in any other corporation, partnership, joint venture, limited liability company or other business organization or entity.
(f) Assets; Sufficiency and Condition.
(i) The assets on the Interim Financial Statements comprise all properties and assets used in or necessary for the conduct by the Company of its business, as currently conducted. All of the material tangible personal property reflected on the Interim Financial Statements, or acquired after the date thereof, located on the premises of Company or that is used in the operation of the Company’s business as currently conducted by Company is either (a) owned by Company, or (b) leased pursuant to valid leasehold interests, in each case free and clear of any Liens. All material assets of Company have been maintained in accordance with normal applicable industry practice, are in good operating condition and repair (except normal wear and tear) and are sufficient for the purposes for which they are used. The Company has good and marketable title to all such assets, free and clear of all Liens, except as set forth in the Disclosure Schedules.
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(ii) All of the assets used by the Company are in good operating condition and repair, ordinary and reasonable wear and tear excepted. All of the buildings, plants, structures and other items of tangible personal property owned or used by Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put. The assets are sufficient for the continued conduct by the Company of its business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Company’s business as currently conducted. All material tangible personal property has been maintained in accordance with normal applicable industry practice and is sufficient for the purposes for which it is used. The Company has not received any written notice of any pending or threatened condemnation or similar proceeding affecting any of its assets.
(g) No Violation, Etc. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Seller with any of the provisions hereof will (i) violate or conflict with any provisions of the Governing Documents of the Company or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Seller, or (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or any event that, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, accelerate the performance required by, or result in the creation of any Lien, security interest, charge or other encumbrance upon the Stock or any of the properties or assets of the Company or Seller under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation of the Company.
(h) Consents and Approvals. No Governmental Authorization is necessary in connection with the execution and delivery by the Seller of this Agreement or any of the Seller’s Ancillary Documents or the consummation of the transactions contemplated hereby and no consent of any third party is required in connection with the execution and delivery of this Agreement or any of the Seller’s Ancillary Documents or to consummate any of the transactions contemplated hereby. Seller shall bear all costs and expenses associated with obtaining any such consents or approvals, if required.
(i) Financial Statements. The management prepared balance sheet, income statement and statement of cash flows of the Company as of and for the periods ended December 31, 2022, December 31, 2023 and December 31, 2024 (the “FYE Financial Statements”, and the management prepared balance sheet, income statement and statement of cash flows of the Company as of and for the period ended October 31, 2025 which have been previously provided to Purchaser (the “Interim Financial Statements”) and, together with the FYE Financial Statements, the “Financial Statements”) (i) are accurate, complete and correct in all material respects; (ii) present fairly the financial position and results of operations of the Company, as of the statement dates and for the periods indicated, and (iii) have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”), consistently applied throughout and among the periods indicated. The Seller hereby undertakes that, no later than thirty (30) days following the Closing Date, it shall provide to the Purchaser the closing balances, as reflected in the balance sheet and profit and loss report as of the Closing Date. Furthermore, the Seller covenants and agrees to reasonably cooperate with the Purchaser in connection with the preparation of the Company’s audited financial statements, which, for the avoidance of doubt, shall be prepared at the sole expense of the Purchaser.
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(j) Absence of Undisclosed Liabilities. Except for (i) liabilities reflected or reserved against on the face of the Financial Statements; (ii) liabilities reflected on Schedule 3(j); and (ii) trade payables incurred in the ordinary course of business consistent with past practices, since the date of the Interim Financial Statements, the Company has incurred no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise, asserted or unasserted, known or unknown), including any guaranty with respect to any obligation, and no existing or prior act, omission, fact or circumstance has resulted in, or to the Company’s Knowledge, will result in the Company having any liabilities.
(k) Operations, Interim Operations and Absence of Certain Changes. Since the date of the Interim Financial Statements, the business of the Company has been conducted only in the ordinary course and consistent with past practice and the Company did not: (i) incur any Indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise) or guarantee any such Indebtedness except in the ordinary course of business; (ii) suffer any damage, destruction or loss of tangible assets, whether or not covered by insurance; (iii) suffer any change in its financial condition, assets, liabilities or business; (iv) pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise) except in each case in the ordinary course of business; (v) cancel any debts or waive any claims or rights; (vi) make any loans to any shareholder, director, officer, or employee of the Company; (vii) make any change in any compensation arrangement or agreement with any employee, executive officer, director or stockholder; (vii) increase the salary, bonus, compensation or benefits of any kind to any employee, or grant any bonus, severance, benefit or other direct or indirect compensation, or grant any equity or equity-based awards, in each case, to any current or former director, employee, independent contractor or consultant; (viii) hire any new employees or terminate the services of any key employee or officer; (ix) establish, adopt, amend, modify or terminate any Company Employee Benefit Plan or make any change in any compensation arrangement or agreement with any director or stockholder; (x) make any declaration or payment of any dividend or other distribution of the assets of the Company; (xi) make any change in any Material Contract; (xii) make or commit to make any capital expenditure in excess of US$10,000; (xiii) pledge or permit the imposition of any Lien on its assets; (xiv) sell, assign, transfer or otherwise dispose of any of its tangible assets except in the ordinary course of business; or (xv) make any arrangement or commitment by the Company to do any of the acts described in subsection (i) through (xiv) above.
(l) Taxes.
(i) The Company has timely filed with the appropriate governmental agencies all Tax Returns required to be filed, and has timely paid all Taxes, if any, shown to be due on such Tax Returns or otherwise has adequately reserved for in the Financial Statements or paid all other Taxes due, and at the Closing shall have paid or made reserves for all Taxes due and payable through and including the Closing Date. All Tax Returns filed by the Company were true, correct and complete. There are no Liens for Tax upon the Company or its assets.
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(ii) All Taxes with respect to the Company that are required to be withheld or collected have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Authority or properly deposited as required by applicable laws.
(iii) The Company has adequately provided for, in its books of account and related records, liability for all unpaid Tax, being current Taxes not yet due and payable. The Company has not been advised that any of its Tax Returns, federal, state or other, has been or is being audited, or of any deficiency in assessment in its federal, state or other taxes.
(m) Compliance with Law, etc. The Company has been, is and as of the Closing will continue to be in compliance, in all material respects, with all applicable Legal Requirements, including without limitation, all requirements imposed by any insurance carrier, or building, zoning, occupational safety and health, pension, environmental control, toxic waste, employment, wage & hour, equal opportunity or similar laws, rules, regulations and ordinances. No event has occurred, or circumstances exist that (with or without the passage of time or the giving of notice) may result in a material violation of, conflict with or failure on the part of the Company to comply with, any law. The Company has not received any written, or, to the Knowledge of Seller, oral notice regarding any violation of, conflict with, or failure to comply with, any law. The execution, delivery, and performance of this Agreement and the Seller’s Ancillary Documents, and the sale, issuance and delivery of the Stock pursuant hereto will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any law.
(n) Litigation, Claims. There are no pending or, to the Company’s Knowledge, threatened claims, actions, suits, proceedings or investigations (collectively, “Proceedings”) by or against the Company or affecting any of its properties or assets or against Seller or against any officer, director, or key employee of the Company in his or her capacity as an officer, director or employee of the Company, nor are there any Governmental Orders against the Company. To the Company’s Knowledge, there is no basis for any Proceeding involving the Company.
(o) Governmental Authorizations. The Company owns, holds, possesses or lawfully uses in the operation of its business all Governmental Authorizations which are required or otherwise necessary for the conduct of its business or for the ownership and use of the assets owned or used by the Company in the conduct of its business, each of which will be in full force and effect on the Closing Date, and each of which is listed on Schedule 3.2(o). Such Governmental Authorizations are valid and in full force and effect and none of such Governmental Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that, with or without the passage of time or the giving of notice, may result in a violation of, conflict with, failure on the part of the Company to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Governmental Authorization. The Company has not received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Governmental Authorization. The Company is not in default and has not received notice of any claim of default, with respect to any Governmental Authorization.
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(p) Real Property. The Company does not own or lease any real property.
(q) Employee Benefit Plans; Employees and Consultants.
(i) Schedule 3.2(q)(i) sets forth a complete list of all “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder (“ERISA”), whether or not subject to ERISA), and all other pension plans, stock option, bonus or incentive plans, severance pay policies or agreements, deferred compensation agreements, or any similar benefit or compensation plan, program, policy, contract, arrangement or agreement that are sponsored or maintained by the Company or any member of a Controlled Group or with respect to which the Company or any member of the Controlled Group has made or is required to make payments, transfers or contributions or has any Liability (an “Employee Benefit Plan”). No Employee Benefit Plan is and neither the Company nor any member of the Company’s Controlled Group maintains, sponsors, contributes to or is required to contribute to, or has any Liability under or with respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Section 412 of the Code or Title IV of ERISA. No other corporation, trade, or business exists which would be treated together with the Company as a single “employer” under applicable Legal Requirements, and no such entity has any Liability as a consequence of at any time being considered a single employer with any other Person under Section 414 of the United States Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder (the “Code”). Each Employee Benefit Plan has been and is currently established, maintained, administered and funded in compliance with its constituent documents and all reporting, disclosure and other requirements of United States and all other laws applicable to such Employee Benefit Plan. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified. There are no unfunded obligations of the Company under any retirement, pension, profit-sharing, deferred compensation plan or similar program, and any employee contributions, reimbursements and premium payments withheld from payroll have been timely and fully contributed, reimbursed or paid to the appropriate Employee Benefit Plan as required under the terms of each Employee Benefit Plan and applicable Legal Requirements. The Company is not required to make any payments or contributions to any Employee Benefit Plan pursuant to any collective bargaining agreement or any applicable labor relations or Legal Requirements. The Company has no obligation to provide, and the Company has never maintained or contributed to any Employee Benefit Plan providing or promising any health or other non-pension benefits to terminated employees, owners or service providers except as may be expressly required by Legal Requirements, including Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) (and for which the beneficiary pays the full premium cost of coverage). For purposes of this Section 3.2(q), the term “Controlled Group” means, collectively, any trade or business (whether or not incorporated) (i) under common control within the meaning of applicable Legal Requirements with the Company or (ii) would, at any relevant time, together with the Company, be treated as a single employer under applicable Legal Requirements, including Section 414 of the Code. The Company has correctly paid, calculated or accrued all employee benefits, including severance, bonuses, paid leave and holiday pay for all employees within the time periods prescribed by the terms of each Employee Benefit Plan, ERISA and the Code. The Company has and is currently in compliance with the requirements, including the notice and continuation coverage requirements, of COBRA, the requirements of the Patient Protection and Affordable Care Act, and the requirements of the Health Insurance Portability and Accountability Act of 1996. The Company has not incurred (whether or not assessed) any Tax or penalty under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code, and no circumstances exist that could result in the imposition of any such Tax or penalty.
(ii) There are no pending or threatened claims, actions, suits, audits, proceedings, investigations, litigations or other disputes on behalf of or relating to an Employee Benefit Plan (other than routine claims for benefits).
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(iii) With respect to each Employee Benefit Plan that is subject to the Laws of a jurisdiction other than the United States (whether or not United States Law also applies) (a “Non-U.S. Plan”), (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been timely made, or, if applicable, accrued in accordance with normal accounting practices, (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, (iii) no Non-U.S. Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA), and (iv) there are no unfunded or underfunded Liabilities with respect to any Non-U.S. Plan.
(iv) Each Employee Benefit Plan that constitutes in any part a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, has at all times and is currently in compliance with the requirements of Section 409A of the Code so that no amounts under, or paid pursuant to, any such Employee Benefit Plan are or could reasonably be expected to be subject to any Tax under Section 409A of the Code. The Company has no Liability to provide, and no Employee Benefit Plan provides any participant with any right to be grossed up, indemnified, or otherwise reimbursed for any fine, penalty, Tax, or other Liability, including those imposed under Section 4999 or Section 409A of the Code.
(v) Neither the execution, delivery and performance of this Agreement nor the approval or consummation of the transactions contemplated hereby (whether alone or in connection with any other event) could trigger any severance, increased or enhanced compensation or benefits, acceleration of payment or vesting of benefits, or funding of any trusts under any Employee Benefit Plan or otherwise in respect of any current or former employees, independent contractors, and consultants, require a contribution by the Company to any Employee Benefit Plan, limit or restrict the right of Purchaser, the Company, or any of their respective Affiliates to merge, amend, or terminate any of the Employee Benefit Plans or result in the forgiveness of any employee loan.
(vi) Neither the execution and delivery of this Agreement nor the consummation of the contemplated transactions under this Agreement could reasonably be expected to (either alone or in conjunction with any other event) result in any payments or benefits that may be considered “parachute payments” under Section 280G of the Code (whether or not such payment is considered to be reasonable compensation for services rendered) or that would otherwise (A) not be deductible by the Company, Purchaser or any of their Affiliates under Section 280G of the Code, or (B) cause any “disqualified individual” (as set forth under Section 280G of the Code) to incur any excise Tax under Section 4999 of the Code.
(vii) Schedule 3.2(q)(ii) sets forth a complete and accurate list of (A) all employees, independent contractors, and any other individual service providers of the Company, together with each such individual’s (i) title or position, (ii) primary location, (iii) Fair Labor Standards Act classification (exempt or non-exempt), (iv) date of hire or dates of engagement, (v) current annual salary or rate of pay, (vi) bonus, deferred compensation, commission, and/or any other incentive-based compensation, (vii) the leave status, if any, and anticipated dates of such leave and (B) each contract, commitment, arrangement, or understanding, whether oral or written, relating to the employment of, or the performance of services by, any employee, consultant, or independent contractor. No individual currently classified as an independent contractor should be classified as an employee.
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(viii) There are no labor unions presently representing or, to the Knowledge of Seller, engaged in any organizing activity with respect to any Company employee. There has not within the last five (5) years been, there is not presently pending or existing and, to the Knowledge of Seller, there is not threatened any (i) strike, picketing, walk-out, slowdown, lockout, or material work stoppage by Company Employees, (ii) any charge, grievance, or complaint filed by an employee, union or other labor organization with any labor relations board with respect to the Company, or (iii) application for certification of a collective bargaining agent for one or more groups of Company employees.
(ix) The Company is not a party to or obligated with respect to any outstanding contracts or arrangements with current or former employees, agents, consultants, advisers, sales representatives or independent contractors that are not terminable by the Company without penalty on less than 60 days’ notice.
(x) The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act.
(xi) The Company has paid all wages, salaries, bonuses, commissions, wage premiums, fees, expense reimbursement, severance, and other compensation that have come due and payable to its employees, consultants, independent contractors, and other individual service providers pursuant to any Law, contract, or policy of the Company.
(xii) Within the past five (5) years, the Company has not implemented any layoffs that is reasonably likely to implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar or related Law.
(xiii) For the past five (5) years, there have been no, pending, or threatened in writing, legal proceeding against or affecting the Company concerning employment-related matters or brought by or on behalf of any current or former applicant of the Company and to its Knowledge, the Company has no Liability relating to any employment or employment-related matters. The Company has investigated all sexual harassment, or other discrimination, retaliation or similar policy violation allegations of which it has Knowledge. With respect to each such allegation with potential merit, the Company has taken prompt corrective action that is reasonably calculated to prevent further improper conduct. The Company does not reasonably expect any material liability with respect to any such allegations.
(xiv) To Company’s Knowledge, no current or former Company employee or Company independent contractor is in any material respect in violation of any term of any employment agreement, independent contractor agreement, consulting agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to the Company; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by the Company, in each case, that would reasonably be expected to result in material Liability to the Company.
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(r) Insurance. Schedule 3.2(r) sets forth a summary of all fire, casualty, product liability, employment practices liability, business interruption and other insurance policies (“Insurance Policies”) maintained by the Company. The Insurance Policies are sufficient in type and amount to allow the Company to replace any of its material properties which might be damaged or destroyed or sufficient to cover liabilities to which the Company may reasonably become subject, and such types and amounts of other insurance with respect to its business and properties, on both a per occurrence and an aggregate basis, are on a parity with those customarily carried by Persons engaged in the same or similar businesses as the Company. There is no default by the Company, or to the Knowledge of the Company, by any insurance carrier of such policies, or event which could give rise to a default under any such policy.
(s) Certain Payments. Neither the Company nor, to the Knowledge of the Company, any manager, officer, employee or other person associated with or acting on behalf of any of them, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether in money, property or services, (i) to obtain favorable treatment in securing business for the Company, (ii) to pay for favorable treatment for business secured by the Company, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Company, or (iv) in violation of any Legal Requirement, or (b) established or maintained any fund or asset with respect to the Company that has not been recorded in the books and records of the Company.
(t) Relationships with Related Persons. No Affiliate of Company has, or has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Company’s business. No Affiliate of Company or Seller, is, or has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings (including being a party to a contract) or a material financial interest in any transaction with Company, or (ii) engaged in competition with Company with respect to any line of the products or services of Company (a “Competing Business”) in any market presently served by Company (except for the ownership of less than one percent (1%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market).
(u) List of Accounts. Schedule 3.2(u) sets forth a list of all bank and investment accounts, and all safe deposit boxes, maintained by Company, and a listing of the Persons authorized to draw thereon or make withdrawals therefrom or, in the case of safe deposit boxes, authorized to obtain access thereto.
(v) Powers of Attorney. Except as set forth on Schedule 3.2(v) and except for powers of attorney granted to attorneys, accountants or others in connection with matters relating solely to Intellectual Property matters, neither Seller nor Company has granted any written power of attorney to any Person for any purpose whatsoever, which power of attorney is currently in force.
(w) Receivables and WIP. All accounts receivable shall represent, as of the date thereof, valid claims for bona fide, arm’s-length sales of goods or services sold by the Company in the ordinary course of business. All work in process shall represent, as of the date thereof, goods and services in the process of manufacture or performance for which the Company will be able to bill, at normal rates, in the ordinary course of business. The accounts receivable and work in progress reflected in the Financial Statements and recorded in the books and records of the Company as of the Closing Date have arisen or will arise in the ordinary course of business, are not and will not be in dispute with the respective obligors, and are not and will not be subject to any counterclaim or set-off, except to the extent of any provision or reserve set forth in the Financial Statements.
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(x) Customers and Suppliers; Accounts Payable. Schedule 3.2(x) sets forth all suppliers that have provided Company with more than US$10,000.00 of goods and services since January 1, 2025 and all customers to whom Company has provided more than US$25,000.00 of goods and services since January 1, 2025 (the “Suppliers and Customers”). The relationships of the Company with its Suppliers and Customers are good commercial working relationships. Except as reflected in Schedule 3.2(x), (i) no supplier is a sole source of supply to the Company, and (ii) none of the Suppliers and Customers has canceled or otherwise terminated, or, to Company’s and Seller’s Knowledge, threatened to cancel or otherwise terminate, its relationship with Company or has, during the last twelve (12) months, decreased materially or threatened to decrease or limit materially, its services, supplies or materials to Company or its usage or purchase of the services or products of Company. Neither Company nor Seller has any Knowledge that any of the Suppliers and Customers intends to cancel or otherwise adversely modify its relationship with the Company or to decrease materially or limit its services, supplies or materials to the Company or its usage or purchase of the services or products of Company.
(y) Inventories. To the extent the Company has inventory, the inventories of Company are properly reflected in the Interim Financial Statements and are of a quality and quantity saleable in the ordinary course, and the values of the inventories stated in the Financial Statements reflect Company’s normal inventory valuation policies and were determined in accordance with GAAP, consistently applied. Since the date of the Interim Financial Statements, no inventory items have been sold or disposed of except through sales in the ordinary course at profit margins consistent with Company’s experience in prior years, and all sales commitments made for Company’s products are at prices not less than inventory values plus selling expenses and said profit margins.
(z) No Material Adverse Change. Since December 31, 2024, there has not been and there is not threatened, any material adverse change in the financial condition, business, prospects or affairs of the Company or any material physical damage or loss to any of its properties or assets.
(aa) Broker’s or Finder’s Fees. No agent, broker, investment banker, Person or firm acting on behalf of the Company or under the authority of the Company is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.
(bb) Disclosure. No representation or warranty by the Seller to Purchaser contained in this Agreement, and no statement contained in the Schedules hereto or any certificate furnished to Purchaser pursuant to the provisions hereof, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein not misleading. Each of the representations, warranties and covenants contained in this Section 3.2 shall be deemed to be material to and have been relied upon by Purchaser and shall be binding and enforceable notwithstanding any independent investigation made by Purchaser. Seller acknowledges and agrees that Purchaser is relying on the accuracy and completeness of all such representations, warranties, and covenants, and that Purchaser shall have all remedies available at law or in equity for any breach thereof, regardless of any knowledge or investigation by Purchaser.
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ARTICLE IV. Closing Deliveries
(a) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the date of this Agreement via electronic exchange of documents (by facsimile or electronic mail transmission), or on such other date as shall be mutually agreed by the parties (the “Closing Date”). The Closing shall be effective as of 12:01 AM EST on the Closing Date. Except as otherwise provided in this Agreement, all proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.
4.1 Purchaser’s Deliveries. At the Closing, Purchaser shall deliver to Seller:
(i) a closing certificate executed by a duly authorized representative of Purchaser, on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser’s representations and warranties to Seller under this Agreement are true and correct as of the Closing Date;
(ii) a signed copy of the Transition Services Agreement in the form attached hereto as Schedule 4.1 (the “TSA”); and
(iii) such additional documents, instruments, certificates, votes and opinions and such other documents, in form reasonably acceptable to the parties hereto, as necessary or desirable to consummate the transactions contemplated herein as Seller may reasonably request.
4.2 Seller’s Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) the certificate(s) representing the Stock, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer or the books and records of the Company;
(b) a certificate executed by Seller pursuant to which Seller represents and warrants to Purchaser that Seller’s representations and warranties to Purchaser under this Agreement are true and correct as of the Closing Date;
(c) a certificate of the secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, attaching true and correct copies of the Governing Documents as of the Closing Date;
(d) a good standing certificate issued for the Company by the jurisdiction of its organization and each jurisdiction in which the Company is certified, qualified or registered to do business as a foreign entity, each of which shall be dated not more than thirty (30) days prior to the Closing;
(e) the Closing Statement, signed by the Seller;
(f) a signed copy of the TSA;
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(g) an executed employment agreement by each employee of the Company listed on Schedule 4.2(g) in a form satisfactory to Purchaser.
(h) such additional documents, instruments, certificates, votes and opinions and such other documents, in form reasonably acceptable to the parties hereto, as necessary or desirable to consummate the transactions contemplated herein as Purchaser may reasonably request.
4.3 Payment of Closing Outstanding Indebtedness and Company Transaction Expenses. At the Closing, Purchaser shall, out of the Closing Consideration Amount, and as set forth on the Closing Statement, pay and discharge (or cause to be paid and discharged) on behalf of Company and Seller, all Closing Outstanding Indebtedness, and all Company Transaction Expenses set forth on the Closing Statement by wire transfer of immediately available funds pursuant to written instructions delivered to Purchaser by Seller concurrently with the delivery of the Closing Statement. Not less than two (2) business days before the Closing Date, Company and Seller will provide Purchaser with customary pay-off letters from all holders of Closing Outstanding Indebtedness to be so paid (and will make arrangements reasonably satisfactory to Purchaser for such holders to provide to Purchaser recordable form lien releases simultaneously with or promptly following the Closing) and invoices from each Person to whom Company Transaction Expenses are to be paid, in each case, in a form reasonably acceptable to Purchaser.
ARTICLE V. Post-Closing Agreements
(a) Further Assurances. The parties shall execute such further documents, and perform such further acts, as may be necessary to transfer the Stock to Purchaser, all on the terms herein contained and to otherwise comply with the terms of this Agreement and consummate the transactions contemplated hereby.
(b) Restrictive Covenants.
(a) In order to induce Purchaser to enter into this Agreement, and to protect the goodwill and other legitimate business interests of the Company that is being acquired, Seller covenants and agrees as follows: (i) for a period of five (5) years from the Closing Date (the “Non-Compete Period”), Seller shall not, directly or indirectly, for Seller’s own benefit or for the benefit of any other Person, engage in, have any financial or other interest in, or otherwise participate in any manner in any Prohibited Enterprise (as defined below) within the Territory, including but not limited to serving as an owner, partner, shareholder, member, manager, consultant, agent, investor, lender, lessor, supplier, joint venturer or in any similar capacity (except for a passive ownership of less than 1% of the outstanding shares of a publicly traded company); and (ii) for a period of three (3) years from the Closing Date (the “Non-Solicit Period”), Seller shall not, directly or indirectly, for Seller’s own benefit or for the benefit of any other Person: (a) solicit, divert, or attempt to solicit or divert, for the purpose of providing products or services that are competitive with those of the Company, any customer, client, or business entity with whom the Company had a business relationship at any time during the three (3) years prior to the Closing Date; (b) induce, encourage, or attempt to induce or encourage any customer, supplier, vendor, licensee, licensor, franchisee, employee, sales agent, consultant or other Person having a business relationship with the Company to terminate, reduce, or otherwise adversely modify such relationship, or to do business with any competitor of the Company; or (c) solicit for employment, hire, or attempt to hire or solicit any employee, independent contractor, or consultant of the Company, or any individual who was employed or engaged by the Company within the twenty four (24) months prior to such solicitation, for any position with a Competing Business or otherwise induce or attempt to induce any such individual to leave the employ or engagement of Company.
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(b) Neither the Purchaser nor the Seller will, at any time, say or cause to propagate any disparaging information about the business being acquired, the other or the other’s Affiliates, or their respective owners, directors, managers, officers, employees or agents. This provision shall not in any way prohibit any party from making true statements that are necessary in order to defend itself in any third-party litigation or as otherwise required by law.
(c) For purposes of this Section the term “Prohibited Enterprise” shall mean any enterprise engaged, directly or indirectly, in providing sales and support services, as a channel partner or value-added reseller for vendors of healthcare information technology products, for managed radiology and imaging applications.
(d) The parties acknowledge and agree that in the event that a party breaches any of the covenants contained in this Section (a “Breaching Party”), the non-breaching party and the intended third party beneficiaries of such covenant (if any) (the non-breaching party and any such third party beneficiaries are referred to together as the “Injured Party”) will suffer immediate and irreparable harm and injury for which the Injured Party will have no adequate remedy at law. Accordingly, in the event that a Breaching Party breaches any of the covenants contained in this Section, the Injured Party shall be absolutely entitled to obtain equitable relief, including without limitation, temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance without the necessity of posting any bond. The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Injured Party.
(e) In addition to other remedies contained in this Section to which an Injured Party may be entitled, the Injured Party shall receive attorney’s fees and any other expenses incident to the maintenance of any action to enforce its rights under this Agreement. The passage of the Non-Compete Period or Non-Solicit Period, as applicable, shall be tolled for the Seller during any violation of the associated restrictive covenant by Seller.
(f) The parties acknowledge that each has given to the other good and valuable consideration for the execution of this Agreement and the giving of the restrictive covenants set forth in this Section. The parties further acknowledge and agree that the restrictions set forth in this Section are reasonable and necessary to protect the legitimate business interests of the Purchaser and the business being acquired by the Purchaser, and are reasonable and necessary to protect the goodwill and other value of the business being acquired by the Purchaser and the benefits bargained for by the Purchaser. The Seller expressly waives any claim that such restrictions are unreasonable or unenforceable. The restrictions set forth in this Section are narrowly drawn, are fair and reasonable in time and territory, constitute a material inducement to the Purchaser to consummate the transactions set forth in this Agreement and place no greater restraint upon the Seller than is reasonably necessary to secure the goodwill and other value of the business being purchased by Purchaser as bargained for by the parties under this Agreement.
(g) The intention of the parties is that the provisions of this Section shall be enforced to the fullest extent permissible under applicable Legal Requirements and public policies of each state and jurisdiction in which such enforcement is sought, and that if any provision hereof is found to be unenforceable or requires modification to conform with such Legal Requirements or public policies, such provision shall be deemed automatically modified to the minimum extent necessary to make it enforceable, without affecting the enforceability or impairing the remainder of this Section or this Agreement. The parties further agree that any finding that this Section is not enforceable in one jurisdiction shall not affect the enforceability of this Section in any other jurisdiction.
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5.2 Confidentiality. From and after the Closing Date, all information concerning the Company shall be deemed solely the confidential information of Purchaser, and Seller shall deliver to Purchaser all such confidential information, destroy any copies of such confidential information that is in his possession, including confidential information that is part of any summary, analysis or is otherwise incorporated into a third product. Seller shall not use any confidential information, including confidential information retained in their memory, for any reason. Notwithstanding the foregoing, any such information may be used or disclosed (i) when required by applicable Legal Requirements, (ii) if it is publicly available other than as a result of a breach of this Agreement, or (iii) if it is otherwise expressly provided for herein.
5.3 Name Change. On or before the 60th day following the Closing Date, Purchaser shall change the name of the Company to a name that does not contain “Vaso”, “VHC” or any other name that is confusingly similar to the name of Seller or any of its Affiliates and shall provide evidence thereof to Seller.
5.4 IP and IT Records. Seller shall use reasonable commercial efforts to cause Company to reduce to human perceivable form (or in a form that is retrievable in human perceivable form) all Intellectual Property (including without limitation all trade secrets, all Information Technology and all IP and IT Records) used in the conduct by the Company of its business as presently conducted in a manner that is complete and functional as is currently used by Company, as the case may be, and that will permit Purchaser and its Affiliates to use such Intellectual Property and IP and IT Records in the conduct of the Company’s business in the same manner as presently conducted by Company following the Closing, including without limitation allowing reasonably skilled third-party programmers or engineers to maintain or enhance the Intellectual Property, Information Technology and IP and IT Records without the help of any other Person or reference to any other material; provided, however, that such reasonable commercial efforts shall not require Company and Sellers to take any actions, hire any third-parties or expend any resources to cause the Intellectual Property (including all trade secrets, Information Technology and all IP and IT Records) to be compatible, usable or readable with any systems that are used by Purchaser.
5.5 Certain Tax Matters.
(a) All stamp, transfer, documentary, sales and use, value added, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement or any other transaction contemplated hereby (collectively, the “Transfer Taxes”) shall be equally split by the Seller and Purchaser. The Purchaser shall cause the Company to procure any stock transfer stamps required by, and Company to file on a timely basis all necessary Tax Returns and other documentation with respect to, any Transfer Tax, the expense of which shall be borne by the Seller.
(b) The parties acknowledge and agree that, as a consequence of the transactions contemplated hereby, the taxable year of the Company shall close for U.S. income Tax purposes at the end of the day on the Closing Date, and to the extent applicable Legal Requirements in other taxing jurisdictions so permits, the taxable year of the Company shall close at the end of the day on the Closing Date, and that all such Tax Returns of the Company shall, unless the Purchaser and the Seller agree in writing otherwise, be filed on this basis. The Seller shall provide the Purchaser with drafts of any such Tax Returns for review and comment at least thirty (30) days prior to filing, and shall incorporate any reasonable comments of the Purchaser.
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(c) The Seller shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company for any taxable year or other Taxable Period beginning before the Closing Date and ending on or before the Closing Date (“Pre-Closing Tax Period”), and items set forth on such Tax Returns shall be treated in a manner consistent with the past practices of the Company with respect to such items (except to the extent such past practices are not more likely than not to be upheld under applicable Legal Requirement). The Seller shall provide the Purchaser with drafts of any such Tax Returns for review and comment at least thirty (30) days prior to filing, and shall incorporate any reasonable comments of the Purchaser.
(d) In the case of any Straddle Period, (a) the amount of any income or withholding Taxes or Taxes based on gross or net receipts, sales or payroll for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and (b) in the case of any Taxes other than the Taxes based on or measured by income, receipts or profits earned during a Straddle Period, shall be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. For purposes of this Agreement, in the case of any Tax credit with respect to Taxes based on or measured by income, receipts or profits relating to a Straddle Period, the portion of such Tax credit which relates to the portion of such Taxable Period ending on the Closing Date shall be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (a) above bears to the total amount of Taxes for such Taxable Period. All such Straddle Period returns shall be prepared by Purchaser, at Purchaser’s sole cost and expense, consistently with the past practice of the Company, unless otherwise required by applicable Law. The Purchaser shall provide the Seller with drafts of any such Straddle Period Tax Returns for review and comment at least thirty (30) days prior to filing, and shall incorporate any reasonable comments of the Seller.
(e) Any refund (including any interest in respect thereof) with respect to Taxes paid by the Company for the Pre-Closing Tax Period received by the Purchaser shall be for the account of the Seller only to the extent such refund (i) is not attributable to the carryback of any loss or other Tax attribute arising in any Taxable Period beginning after the Closing Date, (ii) does not result from any action taken by the Purchaser or the Company on or after the Closing Date outside the ordinary course of business, and (iii) is net of any reasonable out-of-pocket costs or Taxes incurred by the Purchaser or the Company in obtaining such refund. Any such refund to which the Seller is entitled shall be paid to the Seller within thirty (30) days after receipt by the Purchaser or the Company. The parties hereby agree and acknowledge that to the extent deductible for U.S. federal income tax purposes and applicable state and local income tax purposes in a Pre-Closing Tax Period on a more-likely-than-not basis, the Tax deductions associated with the Sellers’ transaction expenses shall be allocated to (and deemed to have been incurred in) the applicable Pre-Closing Tax Periods ending on the Closing Date.
(f) The parties shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the filing of Tax Returns and any inquiry, audit, litigation or other proceeding with respect to Taxes of the Company. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such Tax Returns, audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser shall cause the Company to retain all Tax Returns, schedules, work papers and all material records or other documents relating to Tax Returns of the Company for the first taxable year or period ending after the Closing Date and for all Pre-Closing Tax Periods to the extent possessed until three (3) years after the later of the filing or the due date of the Tax Return. Notwithstanding the foregoing, during such three (3) year period, Purchaser may dispose of any such books and records which are offered in writing to, but not accepted by, the Sellers. For purposes of the preceding sentence, any offer to the Sellers shall be deemed to be adequate if not responded to in writing by the Sellers within ninety (90) days.
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(g) The Sellers shall have the exclusive authority to control any inquiry, audit, litigation or other proceeding with respect to Taxes of the Company, discuss matters relating to Taxes with any Tax Authority and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes, in each case, which Taxes related solely to any liability of the Company for Taxes for any Pre-Closing Tax Period and for which the Purchaser Indemnified Parties may be entitled to indemnification pursuant to Section 6.1(a)(iv) (an “Indemnifiable Pre-Closing Tax Matter”); provided, that the Sellers shall not, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any settlement of any Indemnifiable Pre-Closing Tax Matter. The Purchaser shall have the right (but not the duty) to participate in the defense of such Indemnifiable Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers. If the Purchaser elects to participate in the defense of any Indemnifiable Pre-Closing Tax Matter, then (i) the Purchaser shall be entitled to (A) participate fully, without in any way limiting or affecting the Sellers’ exclusive right to control the defense of such Indemnifiable Pre-Closing Tax Matter, in the conduct of such Indemnifiable Pre-Closing Tax Matter, including participating in all conferences and attending all meetings with the relevant Tax Authorities, and (B) consult with the Seller, at its own expense, regarding any such Indemnifiable Pre-Closing Tax Matter, and the Seller shall consider in good faith any suggestions made by the Purchaser, (ii) the Seller shall provide the Purchaser with a copy of all documents (or portions thereof) relating to such Indemnifiable Pre-Closing Tax Matter, and (iii) the Seller shall allow Purchaser to consult with the Seller regarding the conduct of or positions taken in any such proceeding regarding any such Indemnifiable Pre-Closing Tax Matter.
(h) The Purchaser shall promptly forward to the Seller all written notifications and other written communications from any Tax Authority received by the Purchaser or Company relating to any Indemnifiable Pre-Closing Tax Matter. The failure to give the Seller such written notice shall not affect the indemnification rights of the Purchaser Indemnified Parties under Article VI with respect to such matter except to the extent such failure to provide such written notice materially prejudiced the ability of the Seller to contest any claim arising from such Tax audit or other proceeding.
(i) The Purchaser agrees that it will not amend or cause to be amended any Tax Returns of or with respect to the Company applicable to Pre-Closing Tax Periods or with respect to any Tax for which the Seller may be responsible under this Agreement, or take any position, make any election or adopt any method inconsistent with the positions taken, elections made or methods used in or with respect to any such Tax Returns which would have an adverse effect on the Seller unless any Legal Requirement requires the Purchaser or any of its Affiliates to retroactively make such amendment, election or adoption; provided, however, that the Purchaser may make such amendment, election or adoption if the Seller does not reimburse the Purchaser for any incremental Taxes, penalties, or interest resulting from such amendment, election, or adoption within thirty (30) days of written notice from the Purchaser.
5.6 Powers of Attorney. Any and all powers of attorney relating to Tax matters concerning the Company shall be terminated with respect to the Company as of the Closing Date.
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5.7 Certain Employee Matters.
(a) Seller and its Affiliates (other than the Company) shall assume and/or retain the sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan, or any other benefit or compensation plan, program, policy, agreement, or arrangement of any kind at any time maintained, sponsored, or contributed to or required to be contributed to by Seller or any of its Affiliates (including the Company) or under or with respect to which Seller or any of its Affiliates (including the Company) has any Liability, including any claims that are incurred but not yet reported under any group health or welfare plan that is self-funded.
(b) Prior to the Closing Date, Seller shall take all actions necessary or appropriate to cause all employees of the Company to be fully vested in their account balances under any Employee Benefit Plan intended to be qualified under Section 401(a) of the Code, and Seller shall make to such plan all employer contributions that would have been made if the transactions contemplated by this Agreement had not occurred (and regardless of any hours or end of year service requirements) but pro-rated for the portion of the plan year ending on the Closing Date.
(c) Seller and its Affiliates (other than the Company) shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9).
(d) Prior to the Closing Date, Seller shall provide the following to each Company employee (as applicable): a pro-rata cash bonus under any Employee Benefit Plan that provides for bonuses, payable as if the target goals had been achieved and without reduction for any subjective adjustments.
(e) Seller agrees that any Company employees who (i) as of the Closing Date are receiving or entitled to receive short-term disability benefits under any Employee Benefit Plan and who subsequently become eligible to receive long-term disability benefits, or (ii) as of the Closing Date are receiving or entitled to receive long-term disability benefits under any Employee Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive long-term disability benefits under an Employee Benefit Plan assumed and retained by Seller that is a long-term disability plan unless and until such individual is no longer disabled.
(f) Nothing in this Section 5.7 shall give any Person, other than the parties hereto, any right to enforce the provisions of this Section 5.7. Nothing in this Section 5.7 is intended to create, terminate, modify for any purpose or amend any Employee Benefit Plan or any other benefit or compensation plan, program, agreement or arrangement or to limit the ability of Purchaser or any of its Affiliates (including, following the Closing, the Company) to amend, modify or terminate any benefit or compensation plan, program, policy, contract, agreement or arrangement at any time.
(g) Effective as of the Closing Date, the individuals listed on Schedule 3.2(q)(ii) (the “Company Employees”) shall be separated from employment from the Company and Netwolves Network Services, LLC (“Netwolves”) and will cease participation in all Seller’s and Netwolves’ Employee Benefit Plans except as required for Seller to fulfill its obligations under Section 5.7 or as required under applicable Legal Requirements, including COBRA. On or before the Closing Date, the Purchaser shall provide written offers of employment to the Company Employees for employment effective as of the first business day following the Closing Date.
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ARTICLE VI. Indemnification
(a) Survival of Representations and Warranties. With the exception of (i) the Fundamental Representations, which shall survive the Closing until the date sixty (60) days following the expiration of the applicable statute of limitations, the representations and warranties of the parties to this Agreement shall survive Closing for a period of eighteen (18) months, unless the party entitled to indemnification under this Article VI (an “Indemnified Party”) has, prior to such expiration date, provided a Claim Notice, in which case the relevant survival period of the representations and warranties applicable to an Indemnification Claim referred to in the Claim Notice shall be extended automatically to include any time period necessary until all claims with respect to such Indemnification Claim shall have been finally settled, decided or adjudicated. The covenants contained in this Agreement shall survive Closing according to their terms.
6.1 Indemnification.
(a) Subject to the limitations and restrictions in this ARTICLE, from and after the Closing Date, Seller (the “Indemnifying Party”) shall, indemnify, defend and hold Purchaser, the Company, each of their Affiliates and each of their respective directors, officers, employees, Affiliates, stockholders, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Losses that any of the Indemnified Parties may incur or sustain (whether or not instituted by a third party), or to which any of the Purchaser Indemnified Parties may be subjected, arising out of or in connection with:
(i) any inaccuracy or misrepresentation in or breach of the representations, warranties, covenants or agreements made by the Company or Seller in this Agreement;
(ii) any failure by the Company or Seller to perform or comply with any covenant or agreement applicable to it or them contained in this Agreement and required to be performed as of or prior to the Closing;
(iii) any claim asserted or held by any current, former or alleged securityholder of the Company, Seller other Person: (A) relating to this Agreement; or (B) alleging any ownership of, interest in or right to acquire any interests, phantom share units or interests, or securities, of the Company; or (C) alleging the right to receive any amount or having any right other than the right to receive the amount set forth in the Closing Statement;
(iv) any and all Taxes (or the nonpayment thereof) (including Losses arising out of, in connection with or incident to the determination, assessment or collection of any Tax or a Tax claim) of (i) the Seller or, (ii) the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period or portion of any Straddle Period ending on or before the Closing Date, and any reasonable out-of-pocket costs and expenses to defend against or resolve any claim by a Taxing Authority involving liability for Taxes of the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period or portion of any Straddle Period ending on or before the Closing Date; and
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(v) From and after the Closing Date, Purchaser agrees to indemnify, defend and hold the Seller, its Affiliates and each of their respective directors, officers, employees, Affiliates, stockholders, agents, representatives, successors and assigns (“Seller Indemnified Parties”), harmless from and against any and all Losses that any of the Seller Indemnified Parties may sustain (whether or not instituted by a third party), or to which any of the Seller Indemnified Parties may be subjected, arising out of or in connection with (i) any inaccuracy or misrepresentation in or breach of (or an alleged breach arising from an allegation by a third party that, if true, would be a breach of) the representations or warranties made by Purchaser in this Agreement or (ii) any failure by Purchaser to perform or comply with any covenant or agreement contained in this Agreement.
(b) The parties acknowledge and agree that if the Company suffers, incurs or otherwise becomes subject to any Losses as a result of, or in connection with, any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Company as an Indemnified Party) Purchaser shall also be deemed, by virtue of its ownership of the Company, to have incurred Losses as a result of and in connection with such inaccuracy or breach; provided, that to the extent the Company is reimbursed or indemnified for such Losses, through insurance or otherwise, then such reimbursement or indemnification shall be taken into account in determining the amount of any such Losses, it being agreed that this Section 6.1 is not intended to result in a double recovery.
(c) Following the Closing, none of the Company, Purchaser, any of their respective Affiliates or any of the directors, officers, employees or contractors of any of the foregoing, shall have any Liability to the Seller or any other Person as a result of any inaccuracy or misrepresentation in or breach of the representations or warranties made by, or a breach of any covenant or agreement made by, the Company or the Seller in this Agreement or any of the Transaction Documents. The Seller shall not have any right of indemnification or contribution against the Company, Purchaser, any of their respective Affiliates nor any of the directors, officers, employees or contractors of any of the foregoing, on account of any event or condition of the Company occurring or existing prior to or on the Closing Date. In furtherance of the foregoing, effective as of the Closing, the Seller hereby unconditionally and irrevocably forever releases and discharges the Company, Purchaser, their respective Affiliates and each of their respective representatives, agents, officers, directors, employees and contractors from any and all promises, agreements, Liabilities or Losses of any nature whatsoever, which the Seller now has, has had, or may hereafter claim to have had, whether now known or unknown, fixed or contingent, against such Person by reason of any matter, fact or circumstance arising at any time on or prior to the Closing Date and in any way relating to the Company, provided that the foregoing shall not affect any claim that the Seller may have under this Agreement or the Transaction Documents except that in no event shall the Seller have any right to seek indemnification or contribution from the Purchaser or the Company for any Losses of Purchaser that are indemnifiable by Seller under this Article.
(d) For purposes of this Article only, when determining the amount of Losses suffered as a result of any breach or inaccuracy of a representation or warranty, or any failure to perform or comply with any covenant or agreement, any representation, warranty, covenant or agreement given or made by the Company or the Seller that is qualified or limited in scope as to “materiality”, “Material Adverse Effect”, “in all material respects” or similar qualifications limiting the scope of such representation, warranty, covenant or agreement, shall be deemed to be made or given without such qualification or limitation; provided that, any such qualification or limitation shall be taken into account for purposes of determining whether any such breach, inaccuracy or failure has occurred.
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6.2 Limitations on Indemnification. Notwithstanding any provisions of this Article VI to the contrary:
(a) except in respect of Fundamental Representations or fraud the aggregate liability of the Indemnifying Party for any Losses arising out of Section 6.1(a)(i) (except for Losses as described in clause (ii) below) shall not exceed an amount equal to ten percent (10%) of the Aggregate Consideration; and (ii) the aggregate liability of the Indemnifying Party for any Losses arising out of Section 6.1(a)(i) with respect to the IP Representations and any claims made by any employees or Governmental Authority following the Closing Date with respect to any Pre-Closing Tax Period for any type of compensation or benefits, shall not exceed an amount equal to fifteen percent (15%) of the Aggregate Consideration;
(b) except in respect of fraud, the aggregate liability of the Indemnifying Party for any Losses arising out of: (i) Section 6.1(a)(i) due to a breach of a Fundamental Representation, and (ii) Section 6.1(a) (other than Section 6.1(a)(i) and Section 6.1(a)(iv)), shall not exceed the Aggregate Consideration;
(c) except in respect of Fundamental Representations or IP Representations, and except in respect of intentional fraud, the Indemnifying Party shall not be liable for any Losses arising out of Section 6.1(a)(i) unless and until the aggregate amount of such Losses indemnifiable hereunder exceeds US$ 40,000 (the “Basket”); provided, however, that if the aggregate amount of such Losses exceeds the Basket, then the Indemnifying Party shall be liable for the entire amount of such Losses from the first dollar. For the avoidance of doubt, the above limitations shall not apply with respect to any other basis for indemnification hereunder, whether or not it also constitutes a basis for indemnification under Section 6.1(a)(i);
(d) Nothing in this Agreement shall limit the liability of Seller for Losses resulting from (i) any intentional fraud committed by Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement, or (ii) any intentional fraud committed by the Company, of which Seller had actual knowledge;
(e) subject to the limitations set forth in Sections 6.1 and 6.2, the recourse of the Purchaser Indemnified Parties in respect of indemnification shall be first by offset against the amount of any payments due under the Earnout (“Earn-out Payments”) (if any). Following exhaustion of the Earn-out Payments or in the event there are no Earn-out Payments due, recourse shall be directly from the Seller (by wire transfer of immediately available funds to Purchaser’s designated bank account).
(f) The parties hereto acknowledge and agree that, from and after the Closing Date, the indemnification provisions in this Article VI shall be the sole and exclusive remedy of Purchaser and the other Indemnified Parties with respect to any claim for Losses against the Indemnifying Party for matters arising under this Agreement or any other Transaction Document, whether such claims are based in tort, contract, or otherwise; provided, however, that nothing in this Section 6.2(f) shall limit (i) any right of Purchaser or the other Indemnified Parties to seek and obtain specific performance, injunctive relief, or any other equitable remedies to which they may be entitled, (ii) the right of any Indemnified Party with respect to Losses arising from fraud, or (iii) any remedies that cannot be waived as a matter of applicable law.
6.3 Indemnification Procedures.
(a) If an Indemnified Party has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, Losses for which it is or may be entitled to indemnification, compensation or reimbursement under this Article VI or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement or any of the transactions contemplated hereby (an “Indemnification Claim”), the Indemnified Party shall promptly provide written notice of such Indemnification Claim to the Seller (a “Claim Notice”), provided that no delay by the Indemnified Party will relieve the Indemnifying Party from any obligation hereunder, unless, and then solely to the extent that, they are actually and materially prejudiced thereby.
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(b) In the event that an Indemnification Claim is made in respect of a matter in respect of which the Indemnified Party has received a third-party claim or demand (including the threat of such), or is served with a complaint, counterclaim or cross-claim in litigation that such Indemnified Party reasonably believes may result in an Indemnification Claim (a “Third Party Claim”), the Claim Notice shall (subject to any applicable confidentiality or privacy restrictions or applicable Law) include the identity of the person or party asserting such claim or demand, provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability except to the extent that such Indemnifying Party demonstrates that the defense of such action is materially and irrevocably prejudiced thereby. The Indemnified Party shall have exclusive and unfettered control over any such Third Party Claim, provided that the Seller shall have the right to receive copies of all pleadings and other material correspondence. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any Third Party Claim without the consent of the Seller or any other Indemnifying Party, provided, however, that any settlement of a Third Party Claim without the written consent of the Seller (which consent shall not be unreasonably withheld, conditioned, or delayed) shall be conclusive evidence of the amount of Losses incurred by the Indemnified Party in connection with such Third Party Claim, absent manifest error.
(c) In the event an Indemnified Party notifies the Seller of any claim for indemnification hereunder, the Seller shall be entitled to in good faith dispute in writing the Indemnifying Party’s liability for, or the amount of, any Losses in respect thereof, within thirty (30) days of the date of its receipt of the relevant Claim Notice (a “Dispute Notice”). The Dispute Notice shall be final and binding upon the Seller, and its delivery shall end the period for delivery of a Dispute Notice (and no further notice shall be permitted on the part of the Seller). Failure to timely deliver a Dispute Notice shall constitute an irrevocable waiver of any right to dispute or contest the Indemnification Claim or the amount of Losses.
(d) An Indemnification Claim shall become an “Agreed Claim” upon the first to occur of the following: (i) execution of a written agreement between Purchaser and the Seller certifying that an Indemnification Claim has become an Agreed Claim, (ii) receipt of a judgment by a Court of competent jurisdiction in favor of a party with respect to an Indemnification Claim, (iii) with respect to any claim or Losses included in the Indemnification Claim as to which the Seller delivers a notice agreeing to such claim or amount of Losses; or (iv) with respect to an Indemnification Claim for which no notice agreeing to such claim or amount of Losses was delivered, in the event that the Seller does not deliver a Dispute Notice within the 30-day period referred to in Section 6.3 (c), in which case the Indemnification Claim shall be deemed an Agreed Claim in its entirety and the Seller shall have no further right to dispute or contest such claim or the amount of Losses.
6.4 General Limitation. No limitation on indemnification in this Agreement (including the survival period set forth in Section 6.1(a) and the caps set forth in Section 6.2, other than clause (d) thereof) shall apply to claims arising out of intentional fraud.
6.5 Tax Treatment of Indemnity Payments. The parties agree to treat any indemnity payment made pursuant to this Article VI as an adjustment to the Aggregate Consideration for all Tax purposes.
6.6 Right of Set-Off.
In seeking indemnification pursuant to this Agreement, and subject to the limitations stated in this Article VI, a Purchaser Indemnified Party shall have the right to escrow with an independent third party, the amount of any Claim Notice (pending final resolution by mutual agreement or court order) or to set-off the amount of any Agreed Claim owed to Purchaser Indemnified Party against any amount payable by such Purchaser Indemnified Party to Seller pursuant to this Agreement or any of the Transaction Documents, including without limitation the Earn-out Payments. Upon mutual agreement or order of a court of competent jurisdiction, escrowed funds shall be disbursed as so agreed or ordered.
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ARTICLE VII. Miscellaneous
(a) Publicity. Except as otherwise required by law, press releases or other public information concerning this transaction shall be made only with the prior agreement of Seller and Purchaser. The parties shall coordinate in good faith regarding the content and timing of a press release to be issued in connection with the signing of this Agreement.
7.1 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and may be delivered by (a) hand delivery, (b) email, (c) by nationally recognized overnight courier, or (d) United States mail (registered or certified, postage prepaid, return receipt requested). Notices shall be deemed given: (i) when delivered in person; (ii) when sent by email, upon confirmation of transmission, provided that if such transmission occurs outside of normal business hours at the recipient’s location, notice shall be deemed given at the start of the next business day; (iii) one (1) business day after being sent by overnight courier; or (iv) three (3) business days after being deposited in the United States mail. Either party may change its notice address by providing notice to the other party in accordance with this Section. All notices shall be addressed as follows:
If to Seller, addressed to:
Vaso Corporation
127 Commercial St., Unit 200
Plainview, NY 11803
Attn: Jun Ma
Chief Executive Officer
Email: [***]
With a copy addressed to:
Barley Snyder LLP
126 East King Street
Lancaster, PA 17601
Attn: Kimberly J. Decker, Esq.
Email: [***]
If to Purchaser, addressed to:
Nanox Imaging Ltd.
Ofer Tech Park
94 Shlomo Shmeltzer Road
Petach Tikva
Israel 4970602
Attn: Erez Meltzer Marina Gofman Feler
CEO & Acting Chairman Chief Legal Officer
Email: [***]
[***]
With a copy addressed to:
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Telephone: [***]
Email: [***]
Attention: Elad Ziv, Adv.
and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section.
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7.2 Expenses. Each party hereto shall bear all fees and expenses incurred by such party in connection with, relating to or arising out of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, accounting, and other professional fees and expenses.
7.3 Confidentiality. Unless consented to by the other party in advance in writing or required by any law, the parties shall keep the existence of this Agreement, the transactions contemplated by this Agreement and the terms and conditions hereof confidential and neither Purchaser nor Company will make, or cause to be made, any disclosure of this Agreement or any of its terms to any Person; provided, however, that from and after the Closing Date, Seller agrees that his consent to disclosure of the change of ownership of the Stock shall not be unreasonably withheld, conditioned or delayed.
7.4 Entire Agreement. This Agreement (including the exhibits and schedules hereto, which are incorporated herein and made a part hereof) and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties as to the matters covered herein and supersedes and replaces any prior or contemporaneous understanding, agreement or statement of intent, in each case, written or oral, including without limitation the letter of intent and other correspondence heretofore exchanged between the parties.
7.5 Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, over any action or proceeding arising out of or relating to this Agreement or any other agreements executed in connection with this Agreement, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts.
7.6 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
7.7 Assignability. This Agreement shall not be assignable by either party without the prior written consent of the other party.
7.8 Amendments. This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the parties hereto.
7.9 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
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7.10 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. A party’s transmission of a copy of this Agreement duly executed by that party by e-mail transmission using Adobe Portable Document Format (also known as a PDF file) or any form of electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall constitute effective delivery by that party of an executed copy of this Agreement to the party receiving the transmission.
7.11 No Third-Party Rights. Except as expressly set forth in this Agreement, nothing herein express or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto, any rights or remedies under or by reason of this Agreement.
7.12 Severability. If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired. In the case of any such invalidity, illegality or unenforceability, the parties hereto agree to use their best efforts to achieve the purpose of such provision by a new legally valid and enforceable stipulation.
7.13 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.14 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated herein. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement and such other agreements or documents shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement. The headings of Articles and Sections herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation hereof.
7.15 Schedules. All schedules to this Agreement are an integral part of this Agreement and are incorporated herein by reference in this Agreement for all purposes of this Agreement. All Disclosure Schedules delivered with this Agreement shall be arranged to correspond with the numbered and lettered Sections and Subsections contained in this Agreement.
7.16 Remedies. The rights and remedies of Indemnified Parties under this Agreement or relating to any of the transactions, whether set forth in this Agreement or under applicable law (including rights and remedies for (x) fraud, intentional misrepresentation or willful misconduct, and (y) breach of covenants, whether to be performed prior to, at or after the Closing) are cumulative and the exercise of any right or remedy shall not preclude the exercise of any other rights or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative. Any limitation or exclusion of remedies in this Agreement shall not apply to claims brought by an Indemnified Party for fraud or breaches of covenants.
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ARTICLE VIII. DEFINED TERMS
8.1 “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
8.2 ”Aggregate Consideration” means the sum of the Closing Consideration Amount and Earn-out Payments (if any); provided that, in the case of Earn-out Payments, such amounts shall only be included in the calculation of Aggregate Consideration when such Earn-out Payments have been both earned and paid.
8.3 “Closing Outstanding Indebtedness” means any Indebtedness of the Company for borrowed money, as set forth on the Closing Statement.
8.4 “Company Transaction Expenses” means all expenses of any of Company (prior to the Closing) and Seller incurred or to be incurred in connection with the preparation for and negotiation, execution and consummation of this Agreement, the transactions and actions contemplated hereby to be consummated on or before the Closing Date, and the Closing, including fees and disbursements of attorneys, investment bankers, accountants and other advisors, incentive compensation and bonuses payable to employees and service providers related to the transactions contemplated by this Agreement, incurred or payable by any of Company (prior to the Closing) or Seller and which, in each case, have not been paid as of the Closing.
8.5 “Dollars” or “$” shall refer to United States Dollars.
8.6 “Fundamental Representations” means any of the representations and warranties set forth in Sections 3.2(a) Title to the Shares, 3.2(b) Authority/Enforceability, 3.2(c) Corporate Organization, 3.2(l) Taxes, 3.2(q)(i) Employee Benefit Plans; Employees and Consultants and 3.2(aa) Broker’s or Finder’s Fees.
8.7 “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.
8.8 “Governmental Authorization” means any approval, permission, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.
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8.9 “Indebtedness” as applied to any Person means (a) indebtedness of such Person for borrowed money, including those typically evidenced by bonds, debentures, notes or other similar instruments or debt securities, (b) all obligations under capital leases, (c) any liability of such Person in respect of letters of credit, (d) all obligations upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course that are in each case not past due), (e) all interest, fees, prepayment premiums and other expenses owed with respect to the indebtedness referred to above, (f) customer deposits, (g) income taxes that are due and payable, (h) amounts payable to officers, directors and shareholders, (i) non-operating liabilities, (j) amounts payable pursuant to any lease of real property and (k) any other contingent or off-balance sheet Liability.
8.10 “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, province, local or foreign, or any agency, instrumentality or authority thereof; or any court or arbitrator (public or private).
8.11 “Governmental Order” means any award, decision, injunction, judgment, order, ruling, subpoena, verdict, writ, decree, stipulation or determination entered by or with any Governmental Authority or by any arbitrator.
8.12 “IP and IT Records” means adequate and current written and electronic records of all Intellectual Property and Information Technology made and utilized by Company (solely or jointly with others) in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks and any other format.
8.13 “Information Technology” means (a) computer software, including application software, compilers and tool kits in object (or executable) code and/or (human readable) source code, and related documentation (including without limitation system summaries, system design, flow charts, schematics, functional or technical specifications, logical models, environment annotations, architectures, plans, compilation and build instructions, instructional training course materials and other supporting or programming materials); (b) proprietary computer programming languages and related documentation and materials; (c) data feeds and databases; (d) voice and data circuits, including, by way of example but not of limitation, hubs and routers; (e) telecommunications systems and services; and (f) computer hardware and operating systems.
8.14 “Intellectual Property” means (a) patents and patent applications, including reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations of such patents and patent applications; (b) registered and unregistered trademarks, service marks, trade dress, logos, trade names, together with the goodwill associated with them and applications for, and renewals of, each of them; (c) registered and unregistered copyrights and applications for, and renewals of, copyrights; (d) trade secrets; (e) Internet domain names and Web site/cloud-based content and (f) Information Technology.
8.15 “Knowledge” means, with respect to Company, the actual or constructive knowledge of Seller, or of any director or officer of Company or the Seller, after due inquiry, or knowledge that would have been obtained by such persons after reasonable inquiry and investigation under the circumstances.
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8.16 “Law” means any foreign, governmental, federal, state, provincial, local, municipal, foreign, supranational or other law, statute, constitution, treaty, principle of common law, directive, resolution, ordinance, code, edict, writ, decree, rule, regulation, judgment, ruling, injunction or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.
8.17 “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, Law, ordinance, principle of common law, rule, regulation, statute, treaty, codes, plan, policy or Governmental Order.
8.18 “Liability” means, with respect to any Person, any liability, obligation, encumbrance, Tax, cost, interest, expense, or fee of any kind or nature whatsoever (including, without limitation, court costs and reasonable attorneys’ fees and expenses, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers), and any claim, judgment, lawsuit, damage, loss, deficiency, action, award, penalty, or fine against such Person, in each case, whether known or unknown, asserted or unasserted, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due.
8.19 “Lien” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance.
8.20 “Losses” means all Liabilities, losses, claims, Taxes, judgments, amounts paid in settlement, fines, penalties, costs, expenses (including reasonable attorneys’ and other professionals’ fees and costs of investigation) and damages of any kind, including direct, indirect, incidental, consequential, special, exemplary and punitive damages and diminutions in value.
8.21 “Material Adverse Effect” means (a) any change, event, or circumstance (each, an “Effect”) that, individually or taken together with all other Effects, has, or would reasonably be expected to have, a material adverse effect on the business, operations or results of operations, assets (including intangible assets), Liabilities (absolute, accrued, contingent or otherwise), or financial condition of the Company, taken as a whole; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect, except to the extent such events, changes, or circumstances have a material adverse effect on the Company, taken as a whole, that is materially disproportionate to the effect on other Persons or businesses that operate in the industry in which the Company operates: (i) changes in global, national or regional economic or political conditions (including the outbreak or escalation of war or hostilities, any occurrence or threat of acts of terrorism or any armed hostilities associated therewith and any national or international calamity, disaster, or emergency or any escalation thereof) or in economic or market conditions, (ii) changes affecting the industry generally in which the Company operates, (iii) the outbreak or escalation of war, hostilities, or terrorist activities in the regions in which the Company operates, (iv) changes in applicable Law or GAAP, (v) the failure, in and of itself, of a party to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (vi) disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement in contemplation of the transactions contemplated hereby; (vii) actions or omissions taken pursuant to the written consent or request of Purchaser. For the avoidance of doubt, the burden of proof that any such event, change, or circumstance is not materially disproportionate shall be on the Seller. In addition, (b) any effect or circumstance that could reasonably be expected to impair or delay the Company’s or Seller’s ability to perform its obligations under this Agreement in any material respect shall constitute a Material Adverse Effect.
29
8.22 “Material Contract” means any contract or agreement or understanding, whether oral or written, that creates a legally binding obligation, to which Company is a party and which (a) relates to Indebtedness or is a letter of credit, pledge, bond or similar arrangement running to the account of or for the benefit of Company, (b) any agreement for the purchase of supplies, products, or other personal property or assets, or for the receipt of services, the performance of which would reasonably be expected to extend over a period of more than one year or involve consideration from Company in excess of US$25,000, (c) any client or professional services agreements for the provision of services, including any general services, blanket or master agreement, (1) under which there are open payments involving consideration to Company in excess of US$10,000, (2) which would reasonably be expected to extend over a period of more than one year, or (3) which, except for accepted purchase orders, are not terminable by Company without payment or penalty upon notice of 180 days or less, (d) obligates Company not to compete with any material business (excluding in each case customary confidentiality provisions contained in agreements entered into in the ordinary course of business), (e) are employment, severance, or consulting agreements between Company and any of its officers, directors, employees or consultants of Company who are entitled to compensation thereunder in excess of US$50,000 per year, (f) is a lease or sublease of real property, (g) is a lease, sublease or conditional sales agreement involving annual payments in excess of US$25,000 for any machinery, equipment, vehicle or other tangible personal property, (h) is a contract for capital expenditures or the acquisition or construction of fixed assets for or in respect of any real property, in. e ach case requiring payments in excess of US$5,000, (i) is a contract granting any Person a Lien on any of the assets of Company, in whole or in part, (j) is a contract under which Company has granted or received a license or sublicense of Intellectual Property, in each case that is material to the Company (other than off-the-shelf or shrinkwrap software products), (k) is a joint venture or partnership contract or a limited liability company operating agreement, (l) is an Insurance Policy, or (m) is an agreement with Seller or any Affiliate of Seller.
8.23 “Person” means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint-stock company, joint venture, other entity, trust or government, or any agency or political subdivision of any government.
8.24 “Straddle Period” means a Taxable Period that begins before the Closing Date and ends after the Closing Date.
8.25 “Tax” and “Taxes” are defined to include all taxes, charges, fees, levies or other assessments imposed by and required to be paid to any federal, state, local or foreign Taxing Authority, including without limitation, income, excise, property, sales, use, transfer, ad valorem, payroll and franchise taxes (including any interest, penalties or additions attributable to or imposed on or with respect to any such assessment) and any minimum estimated payments or estimated taxes.
8.26 “Transaction Document” means this Agreement, the exhibits, annexes and schedules to this Agreement, together with the all other documents delivered pursuant to the terms hereof.
30
8.27 “Subsidiaries” means with respect to any Person, any corporation, partnership, association, limited liability company, or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association, limited liability company, trust or other business entity, a majority of the partnership or other similar ownership or other interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.
8.28 “Taxable Period” means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Legal Requirements.
8.29 “Tax Return” is defined as any return, report, information return or other document filed or required to be filed with any federal, state, local or foreign governmental entity or other authority in connection with the determination, assessment or collection of any Tax paid or payable by the Company or the administration of any laws, regulations or administrative requirements relating to any such Tax.
8.30 “Taxing Authority” means any Governmental Body responsible for the administration, determination, collection or imposition of any Tax.
[Signature Page to Follow]
31
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| PURCHASER: | ||
| By: | /s/ Erez Meltzer /s/ Ran Daniel | |
| Print Name: Erez Meltzer Ran Daniel | ||
| Title: | CEO CFO | |
| COMPANY: | ||
| By: | /s/ Jun Ma | |
| Print Name: Jun Ma | ||
| Title: | President and CEO | |
| SELLER: | ||
| By: | /s/ Jun Ma | |
| Print Name: Jun Ma | ||
| Title: | President and CEO | |
[Signature Page to Stock Purchase Agreement]
32
Exhibit 5.1
| Nano-X Imaging Ltd. |
| Ofer Tech Park, 94 Shlomo Shmeltzer Road Petach Tikva, 4970602 |
| Israel |
March 13, 2026
Re: Registration Statement on Form F-3
Ladies and Gentlemen:
We have acted as Israeli counsel to Nano-X Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”) which registers the offer, issuance and sale by the Company, from time to time, of any one or more of the following types of securities, individually or in units:
| (a) | ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”) of the Company (the “Shares”); |
| (b) | warrants to purchase Ordinary Shares (the “Warrants”); and | |
| (c) | debt securities (the “Debt Securities”). |
The Shares, Warrants, Debt Securities and units comprising a combination of Shares, Warrants, and Debt Securities are referred herein as the “Securities”.
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, in connection with the filing of the Registration Statement.
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement, to which this opinion letter is attached as an exhibit; (ii) the amended and restated articles of association of the Company, as currently in effect (the “Articles”); (iii) minutes of a meeting of the board of directors of the Company (the “Board”) at which the filing of the Registration Statement and the actions to be taken in connection therewith were approved; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. We have also assumed the truth of all facts communicated to us by the Company and that all minutes of meetings of the Board and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws. We have assumed, in addition, that at the time of the execution and delivery of any definitive purchase, underwriting or similar agreement between the Company and any third party pursuant to which any of the Securities may be issued (a “Securities Agreement”), the Securities Agreement will be the valid and legally binding obligation of such third party, enforceable against such third party in accordance with its terms. We have further assumed that at the time of the issuance and sale of any of the Securities, the terms of the Securities, and their issuance and sale, will have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
Based upon and subject to the foregoing, we are of the opinion that with respect to the Shares, assuming (a) the taking of all necessary corporate action to authorize and approve the issuance of any Shares, the terms of the offering thereof and related matters (for purposes of this paragraph, the “Authorizing Resolutions”), (b) the effectiveness of the Registration Statement (including any post-effective amendments) shall not have been terminated or rescinded, (c) the delivery and filing of an appropriate prospectus supplement with respect to the offering of the Shares in compliance with the Securities Act and the applicable rules and regulations thereunder, (d) approval by the Board of, and entry by the Company into, and performance by the Company under, any applicable Securities Agreement, in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or a Report of Foreign Private Issuer on Form 6-K, pursuant to which the Shares may be issued and sold, and (e) receipt by the Company of the consideration for the Shares as provided for in the Authorizing Resolutions and in accordance with the provisions of any such Securities Agreement and the applicable convertible Securities, if any, pursuant to which the Shares may be issued, such Shares, including any Ordinary Shares issued upon exercise or conversion of any Securities, will be validly issued, fully paid and non-assessable.
You have informed us that you intend to issue the Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. We understand that prior to issuing any Securities you will afford us an opportunity to review the corporate approval documents and operative documents pursuant to which such Securities are to be issued (including an appropriate prospectus supplement), and we will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Securities.
We have further assumed that, at the time of issuance and sale of Ordinary Shares and to the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of Ordinary Shares that the Company is authorized to issue shall have been increased in accordance with the Company’s Articles such that a sufficient number of Ordinary Shares are authorized and available for issuance under the Articles.
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and, if applicable, “Enforcement of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
| Very truly yours, | |
| /s/ Meitar Law Offices | |
| Meitar Law Offices |
Exhibit 5.2
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001 ____________
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com |
FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- ABU DHABI BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO |
| March 13, 2026 | |
| Nano-X Imaging Ltd | |
| Ofer Tech Park | |
| 94 Shlomo Shmeltzer Road | |
| Petach Tikva | |
| Israel 4970602 |
| Re: | Nano-X Imaging Ltd | ||
| Registration Statement on Form F-3 | |||
Ladies and Gentlemen:
We have acted as special United States counsel to Nano-X Imaging Ltd, a company organized under the laws of the State of Israel (the “Company”), in connection with the registration statement on Form F-3 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) ordinary shares, par value NIS 0.01 per share, of the Company (“Ordinary Shares”), (ii) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under an indenture (the “Indenture”) proposed to be entered into by the Company and the trustee to be named therein, the form of which is filed as an exhibit to the Registration Statement, (iii) warrants to purchase Ordinary Shares or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein, and (iv) such indeterminate number of Ordinary Shares and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Debt Securities or Warrants, including such Ordinary Shares as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Debt Securities, Warrants and Indeterminate Securities offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”
Nano-X Imaging Ltd
March 13, 2026
Page 2
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the Registration Statement;
(b) the form of Indenture to be filed as an exhibit to the Registration Statement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
As used herein, “Transaction Documents” means the Indenture and the supplemental indentures thereto, the Warrant Agreements and any applicable underwriting or purchase agreement.
The opinions stated in paragraphs 1 and 2 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters and appropriate officers of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the articles of association of the Company so as not to violate any applicable law, or the articles of association of the Company, or result in a default under or breach of any agreement or instrument binding upon the Company or its properties, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or its properties.
Nano-X Imaging Ltd
March 13, 2026
Page 3
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the Indenture has been qualified under the Trust Indenture Act of 1939; (c) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (d) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
2. With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Ordinary Shares and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
The opinions stated herein are subject to the following assumptions and qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provisions purports to, or has the effect of, waiving or altering any statute of limitations;
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts;
(f) we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Securities may be denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars;
(g) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(h) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;
Nano-X Imaging Ltd
March 13, 2026
Page 4
(i) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document that is not a Transaction Document;
(k) we have assumed that the laws of the State of New York will be chosen to govern any Transaction Documents and that such choice is and will be a valid and legal provision;
(l) we have assumed that the Indenture will be duly authorized, executed and delivered by the trustee in substantially the form reviewed by us;
(m) we call to your attention that the opinions stated herein are subject to possible judicial action giving effect to governmental actions or laws of jurisdictions other than those with respect to which we express our opinion;
(n) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality; and
(o) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type.
In addition, in rendering the foregoing opinions we have also assumed that:
(a) the Company (i) is duly organized and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which the Company is a party;
(b) each of the Transaction Documents has been duly authorized, executed and delivered by all requisite corporate action on the part of the Company;
(c) the Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which the Company is a party;
(d) neither the execution and delivery by the Company of the Transaction Documents to which the Company is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the organizational documents of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject, (iii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the laws of the State of New York); and
(e) neither the execution and delivery by the Company of the Transaction Documents to which the Company is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP | |
| MJS |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Nano-X Imaging Ltd. of our report dated April 9, 2025, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Nano-X Imaging Ltd.’s Annual Report on Form 20-F for the year ended December 31,2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| Tel-Aviv, Israel | /s/ Kesselman & Kesselman |
| March 12, 2026 | Certified Public Accountants (Isr.) |
| A member firm of PricewaterhouseCoopers International Limited |