As filed with the Securities and Exchange Commission on August 20, 2020.

Registration No. 333-240209

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NANO-X IMAGING LTD
(Exact name of registrant as specified in its charter)

State of Israel
3844
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

Communications Center,
Neve Ilan, Israel 9085000
+972 02 995 0506

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

Andrea L. Nicolás
Ian Rostowsky
Peter N. Handrinos
Chaim Friedland
Yossi Vebman
Amit, Pollak, Matalon & Co.
Wesley C. Holmes
Ari Fried
Skadden, Arps, Slate, Meagher &
APM House, 18 Raoul
Latham & Watkins LLP
Gornitzky & Co.
Flom LLP
Wallenberg St.
200 Clarendon Street
Zion House
One Manhattan West
Building D.
Boston, Massachusetts 02116
45 Rothschild Blvd.
New York, New York 10001
Ramat Hachayal
Tel: +1-617-948-6000
Tel Aviv 6578403, Israel
Tel: +1-212-735-3000
Tel Aviv 6971915, Israel
Fax: +1-617-948-6001
Tel. +972-3-710-9191
Fax: +1-212-735-2000
Tel: +972-3-568-9000
Fax: +972-3-560-6555
 
Fax: +972-73-297-8645
   

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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.  ☒  (File No. 333-240209)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 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.

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to be
Registered
Proposed Maximum
Offering Price Per
Share
Proposed maximum
aggregate offering price
Amount of registration
fee(1)
Ordinary Shares, par value NIS 0.01 per share
408,497
$18.00
$7,352,946.00
$954.42
(1)
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the initial public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $182,647.062.00 on a Registration Statement on Form F-1 (File No. 333-240209), which was declared effective on August 20, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $7,352,946.00 is hereby registered, which includes shares issuable upon exercise of the underwriter’s over-allotment option.

This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.


EXPLANATORY NOTE

This Registration Statement on Form F-1 (the “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purposes of registering 408,497 ordinary shares, par value NIS 0.01 per share, of NANO-X IMAGING LTD. This 462(b) Registration Statement relates to the initial public offering of ordinary shares contemplated by the Registration Statement on Form F-1 (File No. 333-240209), which was initially filed on July 30, 2020, and which, as amended, was declared effective by the Securities and Exchange Commission on August 20, 2020. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-240209), including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neve Ilan, State of Israel, on the 20th of August, 2020.

 
NANO-X IMAGING LTD
     
 
By:
/s/ Ran Poliakine
 
Name:
Ran Poliakine
 
Title:
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name
 
Title
 
Date
         
/s/ Ran Poliakine
 
Director and Chief Executive Officer (Principal Executive Officer)
 
August 20, 2020
Ran Poliakine
   
         
/s/ Itzhak Maayan
 
Chief Financial Officer(Principal Financial
Officer and Principal Accounting Officer)
 
August 20, 2020
Itzhak Maayan
   
         
*
 
Director
 
August 20, 2020
Onn Fenig
       
         
*
 
Director
 
August 20, 2020
Floyd Katske
       
         
*
 
Director
 
August 20, 2020
Erez Meltzer
       
         
*
 
Director
 
August 20, 2020
Richard Stone
       
         
*By:  
/s/ Ran Poliakine     
       
           
Ran Poliakine
Attorney-in-fact
       
         
Authorized Representative in the United States

   
By: 
/s/ Richard Stone        

Richard Stone        

August 20, 2020        

EXHIBIT INDEX

Exhibit
Number
 
Description
 
Opinion of Amit, Pollak, Matalon & Co., counsel to the Registrant, as to the validity of the ordinary shares (including consent).
 
Consent of PricewaterhouseCoopers International Limited, an independent registered public accounting firm.
 
Consent of Amit, Pollak, Matalon & Co. (included in Exhibit 5.1)
 
Powers of Attorney (included in Registrant’s Registration Statement on Form F-1 (File No. 333-240209) initially filed with the Securities and Exchange Commission on July 30, 2020).



Exhibit 5.1

Established 1956
     
 
Aharon Pollak
 
Efraim Levy
 
Eitan Leder
 
Harel Afargan
 
Dana Gordon
 
Moshe Matalon
 
Na’ama Babish
 
Lilach Horesh
 
Roy Duvshani
 
Kobi Winekrantz
 
Arie Neiger *
 
Ranit Kessous-Katz
 
Roy Niron
 
Naor Traitel
 
Natalia Zeron
 
Doron Levy
 
Amir Fish
 
Liron Usherovich
 
Elie Kirshenbaum*
 
Sapir Palas-Sarussy
 
Eldad Koresh
 
Nadia Davidzon
 
Ido Hazan
 
Lital Efrati
 
Rotem Raz
 
Yonatan Altman
 
Shalom Simon**
 
Yana Yavnitzki Dror
 
Amir Barel
 
Shahak Davidson

 
Ian Rostowsky
 
Moran Mordechay
 
Mor Gazit
 
Amit Shilton
 
Ravid Amikam

 
Anat Sterenlib-Molkho
 
Jonathan Tessone
 
Tal Sasson-Ferdman
 
Masha Kaminsky
 
Ron Raziel
   
Asaf Biger
 
Avishai Sahar
 
Efrat Shpizaizen
 
Tal Zaid Rozen
 
Reut Rogov
   
Maya Issacharov *
 
Shahar Haron
 
Elinor Polak
 
Natalie Nahum
 
Coral Rejwan
   
Orit Israeli
 
Ephraim Ofek Aharon
 
Eran Buvilski
 
Shmuel Birbir
 
Karin Lichterman
   
Erez Haver
 
Omer Ben Matityahu
 
Shiran Geva
 
Yaniv Holzman
 
Bar Levi
   
Aya Reich Mina
 
Adi El Rom
 
Arik Ben Simchon
 
Or Baruch
 
Carolina Labaton
   
Racheli Guz-Lavi (CPA)
 
Hilla Shribman
 
Shira Danziger-Mualam
 
Bar Farkash
   
   
Ayelet Torem
 
Gal Omer
 
Racheli Vardi
 
Amir Rabah
   
   
Yoav Etzyon*
 
Liron-Levy Lev
 
Avishay Sadeh
 
Tzlil Hudady
   
   
Rachel Harari-Lifshits
 
Ruth Amit-Fogel
 
Yoav Sherman
 
Sapir Almog
   
   
Sharon Lubezky Hess
 
Ovad Kedmi
 
Amir Dar
 
Noy Rimer
   
   
Dr. Tal Tirosh*
 
Yair Avraham
 
Lior Mozes Goldenberg
 
Noa Kay
   
   
Ariel Frank
 
Itai Nachtomy
 
Moran Maroz
 
Netanel Nwhemya
     
   
Amichay Finkelstein
 
Joseph Z. Hellerstein
 
Eliad Farjoon
 
Roni Zis
     
apm@apm.law
 
Chagit Pedael Levin
 
Yifat Weiss
 
Noam Waldoks
 
Sivan Rozenberg
 
Nahum Amit
 
www.apm.law
 
Benjamin Grossman
 
Limor Segman
 
Yulia Kniazev*
 
Ido Maron
 
[1923-2007]
 
Office. 972-3-5689022
 
Stephen Barak Rozen
 
Avi Osterman*
 
Lihi Godes
 
Kobi Kimchi
 
Etty Avni-Borowits
 
Fax. 972-3-5689023
 
Omer Bekerman*
 
Shalev Brants
 
Tal Tsarfaty-Doron
 
Hen Agranov
 
[1945-2005]
 
APM House, 18 Raoul Wallenberg
 
Ravit Arbel
 
Helen Marshanski
 
Dana Shwartz
 
Hadar Ostashinsky
 
* Also a member of
 
St, Building D, 7th Floor, Ramat
 
Galit Shitzer
 
Yahel Porat
 
Yinon Himi
 
Yarden Ofra
 
the New-York Bar
 
Hachayal,Tel Aviv 6971915, Israel
 
Michael Yavin
 
Tzipi Kolp Frieder
 
Ariella Magid
 
Sapir Bittan
 
** Notary
 


August 20, 2020

Nano-X Imaging Ltd.
The Communication Center,
Neve Ilan, Israel

Re: Nano-X Imaging Ltd

Ladies and Gentlemen:

We have acted as Israeli counsel for Nano-X Imaging Ltd, an Israeli company (the “Company”), in connection with the underwritten initial public offering by the Company, contemplating (i) the issuance and sale by the Company of an aggregate of 9,178,744 Ordinary Shares, par value NIS 0.01  (“Ordinary Shares”) of the Company (the “Offering Shares”) and (ii) the potential issuance and sale by the Company of up to an additional 1,376,812 Ordinary Shares (the “Additional Shares” and, collectively with the Offering Shares, the “Shares”), that are subject to an option to purchase additional shares proposed to be granted by the Company to the underwriters of the offering (the “Offering”).

This opinion letter is rendered pursuant to Item 8(a) of Form F-1 promulgated by the United States Securities and Exchange Commission (the “SEC”) and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”).





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 on Form F-1 (File No. 333- 240209) filed by the Company with the SEC under the Securities Act (as amended through the date hereof, the “Registration Statement”) and to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) a draft of the amended articles of association of the Company, to be in effect immediately prior to the closing of the Offering (the “Amended Articles”); (iv) resolutions of the board of directors (the “Board”) of the Company and its shareholders which have heretofore been approved and, in each case, which relate to the Registration Statement and other actions to be taken in connection with the Offering (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers 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 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.  As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that following effectiveness of the Amended Articles and upon payment to the Company of the consideration per Share in such amount and form as shall be determined by the Board or an authorized committee thereof, the Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

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 “Enforceability 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 promulgated 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/ Amit, Pollak, Matalon & Co.
   Amit, Pollak, Matalon & Co.



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated February 18, 2020 except with respect to the matters which have removed the substantial doubt about the Company’s ability to continue as a going concern discussed in Note 1d and Note 12(d),(e), (f),(g) as to which the date is July 30, 2020 relating to the financial statements,  which appears in the Registration Statement on Form F-1 (No. 333-240209) of Nano-X Imaging LTD.  We also consent to the reference to us under the heading ”Experts” in the Registration Statement on Form F-1 (No. 333-240209) incorporated by reference in this Registration Statement.

Tel-Aviv, Israel
/s/Kesselman & Kesselman
August 20, 2020
Certified Public Accountants (Isr.)
 
A member firm of PricewaterhouseCoopers International Limited