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February 27,
2020
Ron Poliakine
Chief Executive Officer
Nano-X Imaging Ltd.
Communications Center
Neve Ilan, Israel 9085000
Re: Nano-X Imaging Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted February 18, 2020
CIK No. 0001795251
Dear Mr. Poliakine:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amended Draft Registration Statement submitted February 18, 2020
Collaboration Agreement with Intertrading Australia Ltd., page 88
1. We note you have entered into a Medical Screening as a Service Agreement
with
Intertrading Australia Ltd. Please file this agreement as an exhibit to
your filing or tell us
why you do not believe it is required to be filed. Please refer to Item
601(b)(10) of
Regulation S-K. Similarly address the agreement you entered into with
USARAD.
Consolidated Financial Statements
Note 1. General, page F-7
2. You disclose on page F-7 that in November 2019, Nanox PLC transferred to
Nanox IL an
amount of $7.2 million under the APA. You also disclose on page F-8 that
the
Ron Poliakine
Nano-X Imaging Ltd.
February 27, 2020
Page 2
consideration in the transaction (the "Related Party Liability") was
recorded at the
beginning of the earliest period presented against a decrease in
shareholders' equity and a
corresponding non-cash investing and financing activity of $10,276
thousand in your
statements of cash flow. Please tell us the nature of the consideration
for $7.2 million and
why the transaction is not retrospectively applied to your 2018 financial
statements.
Revise the disclosure as necessary.
Note 10. Related Parties, page F-21
3. You disclose that during the years ended December 31, 2019 and 2018, the
total expenses
to Six-Eye were $679 thousand and $1,434 thousand, respectively. You also
disclose that
the $3,684 thousand of proceeds from investors in 2018 were used to
prepay expenses to
Six-Eye. Since the account has a zero balance as of December 31, 2019,
please tell us
what happened to the remaining prepayment of $1,571 thousand (i.e.,
$3,684 thousand
less $679 thousand and $1,434 thousand) and revise the disclosure as
necessary.
You may contact Li Xiao at 202-551-4391 or Kate Tillan at 202-551-3604
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Paul Fischer at 202-551-3415 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
FirstName LastNameRon Poliakine
Division of
Corporation Finance
Comapany NameNano-X Imaging Ltd.
Office of Life
Sciences
February 27, 2020 Page 2
cc: Andrea Nicolas, Esq.
FirstName LastName