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United States securities and exchange commission logo
January 18, 2023
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
Response Letter
Dated January 5, 2023
File No. 001-39461
Dear Ran Daniel:
We have reviewed your January 5, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
January 5, 2023 letter.
Form 20-F for Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
E. Critical Accounting Estimates, page 90
1. We note your response
and draft disclosures provided in response to comment 3. Please
tell us your
consideration of also providing the requested disclosures for impairment of
long-lived assets
considering the significance of property and equipment and intangible
assets to your
financial statements and also legal and other contingencies considering the
three legal proceedings
and the SEC investigation.
2. We note your response
to comment 4. Please provide us with a draft of the disclosures
that you intend to
include in your fiscal year 2022 Form 20-F that provide the requested
Ran Daniel
Nano-X Imaging Ltd.
January 18, 2023
Page 2
information regarding testing goodwill for impairment. In this regard,
the related draft
disclosures provided in response to comment 3 do not provide any
company-specific or
quantitative information requested. We further note that you performed
an interim test of
goodwill during the second quarter of fiscal year 2022, which resulted
in the recognition
of a $14.3 million goodwill impairment charge associated with the AI
Solutions segment.
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
January 18, 2023 Page 2 Services
FirstName LastName