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United States securities and exchange commission logo
December 6, 2022
Ran Daniel
Chief Financial Officer
Nano-X Imaging Ltd.
Communication Center
Neve Ilan , Israel 9085000
Re: Nano-X Imaging Ltd.
Form 20-F for
Fiscal Year Ended December 31, 2021
Filed May 2, 2022
Form 6-K Filed
March 31, 2022
File No. 001-39461
Dear Ran Daniel:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations, page 82
1. Please expand your
discussion and analysis of cost of revenue to explain why the amount
recognized for the AI
segment significantly exceeds the amount of revenue recognized.
2. We note that you
attribute the increase in general and administrative expenses to (a) the
merger with Zebra and
the acquisitions of USARAD and MDWEB and (b) increased
headcount due to the
expansion of your management team and overall organization
infrastructure. When
multiple factors impact the change in your results of operations,
quantify the extent to
which each factor impacted the corresponding line items. Refer to
Item 303(b)(2) of
Regulation S-K for guidance.
Ran Daniel
FirstName LastNameRan Daniel
Nano-X Imaging Ltd.
Comapany6,
December NameNano-X
2022 Imaging Ltd.
December
Page 2 6, 2022 Page 2
FirstName LastName
E. Critical Accounting Estimates, page 90
3. The disclosures you have provided for each of your identified critical
estimates appear to
provide investors with a discussion as to how you are accounting for
these items in
accordance with US GAAP and are similar to your significant accounting
policies
disclosures rather than providing investors with an understanding as
to what the critical
estimates being made are and how the uncertainty associated with those
estimates may
impact your consolidated financial statements. Please revise the
disclosures for each of
your critical estimates made in preparing your consolidated financial
statements to comply
with the guidance in Section 501.14 of the Financial Reporting
Codification. Ensure your
disclosures sufficiently explain to investors what each critical
estimate is; the uncertainties
associated with the critical estimates; the methods and assumptions
used to make the
critical estimates, including an explanation as to how you arrived at
the assumptions used;
the events or transactions that could materially impact the
assumptions made; and how
reasonably likely changes to those assumptions could impact your
consolidated financial
statements. Provide investors with quantified information to the
extent meaningful and
available.
Goodwill, page 91
4. We note that $51.2 million of the $58.3 million in goodwill as of
December 31, 2021 was
generated from the acquisition of Zebra Medical Vision Ltd. on
November 4, 2021. We
further note that the related segment, AI Solutions, has recognized
minimal revenues and
generated gross and operating losses. As such, please ensure your
disclosures address
each of the following:
The percentage by which the estimated fair value of your reporting
units exceed the
carrying value.
The methodologies used to estimate the fair value of the reporting
units, including the
material judgments, assumptions and estimates.
A discussion of the degree of uncertainty associated with the key
assumptions and the
potential impact changes in the key assumptions would have on
your impairment
analysis.
A discussion of the potential events and/or changes in
circumstances that could
reasonably be expected to occur and negatively affect the key
assumptions and result
in a material impairment charge.
Refer to Item303(b)(3) of Regulation S-K and Section 501.14 of the
Financial Reporting
Codification for guidance.
Item 15. Controls and Procedures, page 129
5. We note your auditor has included the following material weakness,
did not design and
maintain effective internal controls over certain information
technology ( IT ) general
controls for applications used in the preparation of the Company s
consolidated financial
statements. However, your disclosure of the material weaknesses did
not include this
Ran Daniel
FirstName LastNameRan Daniel
Nano-X Imaging Ltd.
Comapany6,
December NameNano-X
2022 Imaging Ltd.
December
Page 3 6, 2022 Page 3
FirstName LastName
item. Please advise. In this regard, we note one of your remediation
efforts is to
implement a new ERP system.
Note 2 - Significant Accounting Policies
h. Intangible Assets, net
Goodwill, page F-11
6. Please expand your accounting policy to disclose the date you are
testing goodwill for
impairment and to clarify the level at which you are testing goodwill
for impairment (i.e.,
at the operating segment level or at a component of your operating
segments level). Refer
to ASC 350-20-35-28 and ASC 350-20-35-33 through 35-38 for guidance.
l. Revenue Recognition, page F-13
7. Please expand your accounting policy to specifically address the
following:
The disclosure requirements in ASC 606-10-50-12 and 50-18 through
50-19. In this
regard, it is unclear when your performance obligations for your
radiology services
are satisfied and whether revenue is recognized over time or at a
point in time; what
the significant payment terms are; and the nature of the services
you have promised
to provide, including whether you are acting as the principal or
agent in the
transactions.
The disclosure requirements in ASC 606-10-50-17 and 50-20
regarding the
transaction price and whether there is any variable consideration.
8. Please provide the disclosures regarding by ASC 606-10-50 for the
revenues recognized
related to your AI Solutions, which represented approximately 23% of
total revenue
recognized.
q. Fair value measurement, page F-15
9. Please provide the disclosures required by ASC 820-10-50-2 for your
contingent short
term and long term earnout liabilities as of December 31, 2021.
Note 3 - Business Combination and Other Transaction, page F-18
10. Please expand your disclosures for the acquisition of Zebra Medical
Vision Ltd. to
provide a discussion of the methodologies and material estimates and
assumptions used to
estimate the fair value of the Image Big Data intangible asset in
addition to the Developed
Technology intangible asset. Also provide a discussion of the facts
and circumstances
that lead you to conclude both intangible assets have a useful life of
10 years.
Note 4 - Goodwill & Intangible Assets, Net, page F-23
11. Please expand your disclosures to provide the information required for
your goodwill
activity and balances at the segment level in accordance with ASC
350-20-50-1.
Ran Daniel
Nano-X Imaging Ltd.
December 6, 2022
Page 4
Note 11 - Commitments and Contingencies, page F-30
12. We note your disclosures for three legal proceedings in addition to
the SEC investigation.
Please expand your disclosures to state the amount or range of
reasonably possible loss in
the aggregate, or that you are unable to reasonably estimate the
amount or range. Please
note that ASC 450-20-50-4 does not require the amount or range of
reasonably possible
loss to be estimated with precision or certainty.
Note 14 - Segments of Operations, page F-40
13. Please expand your disclosure to include the amount of total assets by
reportable segment
in accordance with ASC 280-10-50-22. In this regard, we note that you
disclose the
amount of depreciation and amortization expense by reportable segment.
Form 6-K Filed March 31, 2022
Exhibit 99.1, page 1
14. We note your presentation of non-GAAP financial measures without
and/or prior to the
presentation of the most comparable US GAAP financial measure.
Specifically, refer to
your presentation of (a) non-GAAP gross profit on page 1; and (b)
non-GAAP cost of
revenue on page 2; (c) non-GAAP gross margin on page 2; and (d)
non-GAAP basic and
diluted loss per share on page 9. Please comply with Item
10(e)(1)(i)(a) of Regulation S-
K and Question 102.10 of the Non-GAAP Compliance and Disclosure
Interpretations by
presenting and/or discussing the most directly comparable US GAAP
financial measure
with equal or greater prominence.
15. Please provide a reconciliation of non-GAAP gross profit/(loss) and
non-GAAP gross
margin from US GAAP gross loss and US GAAP gross margin in accordance
with Item
10(e)(1)(i)(b) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355, if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameRan Daniel
Division of
Corporation Finance
Comapany NameNano-X Imaging Ltd.
Office of
Industrial Applications and
December 6, 2022 Page 4 Services
FirstName LastName