| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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 | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Nano-X Imaging Ltd. [ NNOX ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2026 | |||||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 10/13/2026 | A(1) | 28,283 | A | $0 | 28,283(2) | D | |||
| Ordinary Shares(3) | 20,000 | D | ||||||||
| Ordinary Shares(3) | 26,316(4) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy ordinary shares)(3) | $17.63 | (5) | 11/07/2032 | Ordinary shares | 15,000 | 15,000 | D | ||||||||
| Stock Option (right to buy ordinary shares)(3) | $17.63 | (6) | 04/28/2033 | Ordinary shares | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy ordinary shares)(3) | $11.52 | (7) | 05/23/2033 | Ordinary shares | 30,000 | 30,000 | D | ||||||||
| Explanation of Responses: |
| 1. The transaction reported in this row consists of the grant by the Issuer's board of directors to the Reporting Person of 28,283 ordinary shares represented by 28,283 restricted share units ("RSUs"), pursuant to the Issuer's 2019 Equity Incentive Plan. |
| 2. The 28,283 RSUs reported in this row vest and settle for underlying ordinary shares in four equal semi-annual installments of 25% each following the vesting commencement date of August 13, 2026--on February 13, 2027, August 13, 2027, February 13, 2028 and August 13, 2028-- subject, in each case, to the Reporting Person's continuous employment by the Issuer as of the applicable vesting date, such that by the two-year anniversary of the vesting commencement date (August 13, 2028), all underlying shares will be issued to the Reporting Person. |
| 3. There were no transactions effected in respect of the securities reported in this row, and the holdings in this row are being included for informational purposes only. |
| 4. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person by the Issuer on February 5, 2026, of which 50% vest and settle for underlying ordinary shares on the 12-month anniversary of the grant date (February 5, 2027) and the remaining 50% on the 24-month anniversary of the grant date (February 5, 2028). |
| 5. The options reported in this row were granted to the Reporting Person by the Issuer on November 7, 2022 and vest and become exercisable in 16 equal quarterly installments of 6.25% each on each three-month anniversary of the grant date, such that all options reported in this row will be exercisable by the four-year anniversary of the grant date (November 7, 2026). |
| 6. The options reported in this row were granted to the Reporting Person by the Issuer on April 28, 2023 and vest and become exercisable in 16 equal quarterly installments of 6.25% each on each three-month anniversary of the grant date, such that all options reported in this row will be exercisable by the four-year anniversary of the grant date (April 28, 2027). |
| 7. The options reported in this row were granted to the Reporting Person by the Issuer on May 23, 2023 and vest and become exercisable in 16 equal quarterly installments of 6.25% each on each three-month anniversary of the grant date, such that all options reported in this row will be exercisable by the four-year anniversary of the grant date (May 23, 2027). |
| /s/ Marina Gofman Feler | 10/14/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||