NANO-X IMAGING LTD (“Nanox” or the “Company,” Nasdaq: NNOX), an
innovative medical imaging technology company, today announced that
it has entered into a securities purchase agreement with certain
institutional investors for the purchase and sale of 2,142,858 of
the Company’s ordinary shares, par value NIS 0.01 per share (the
“ordinary shares”), together with warrants to purchase up to
2,142,858 ordinary shares at a combined purchase price of $14.00
per share, in a registered direct offering. The warrants will have
an exercise price of $19.00 per share, will be exercisable
immediately upon issuance and will expire five years from issuance.
The closing of the offering is expected to occur on or about
July 26, 2023, subject to the satisfaction of customary closing
conditions. The gross proceeds from the offering are expected to be
approximately $30 million, excluding any proceeds that may be
received upon the exercise of the warrants, before deducting
placement agent fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for general working capital purposes, further development
of the Nanox.ARC, the Nanox.CLOUD and other products, and the
manufacture and commercial deployment of the Nanox System.
A.G.P./Alliance Global Partners is acting as
sole placement agent for the offering.
The proposed offering is being made pursuant to a “shelf”
registration statement on Form F-3ASR (File No. 333-271688) that
was filed by Nanox with the U.S. Securities and Exchange Commission
(the “SEC”), under the Securities Act of 1933, as amended (the
“Securities Act”), on May 5, 2023, and automatically became
effective upon filing. The proposed offering of these securities is
being made only by means of a prospectus and a related prospectus
supplement describing the terms of the offering, which will be
filed with the SEC and, once filed, will be available on the SEC’s
website located at http://www.sec.gov. Electronic copies of the
prospectus supplement may be obtained, when available, from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022, or by telephone at (212) 624-2060, or by email
at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities or any other
securities, nor shall there be any offer, solicitation or sale of
these securities or any other securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Nanox
We, NANO-X IMAGING LTD or Nanox (Nasdaq: NNOX) are focused on
applying our proprietary medical imaging technology and solutions
to make diagnostic medicine more accessible and affordable across
the globe.
Nanox’s vision is to increase access, reduce costs and enhance
the efficiency of routine medical imaging technology and processes,
in order to improve early detection and treatment, which Nanox
believes is key to helping people achieve better health outcomes,
and, ultimately, to save lives.
The Nanox ecosystem includes: the FDA-cleared Nanox.ARC – a
multi-source Digital Tomosynthesis system that is cost-effective,
and user-friendly; an AI-based suite of algorithms that augment the
readings of routine CT imaging to highlight early signs often
related to chronic disease, (Nanox.AI); a cloud-based
infrastructure (Nanox.CLOUD); and a proprietary decentralized
marketplace, through Nanox’s subsidiary, USARAD Holdings Inc., that
provides remote access to radiology and cardiology experts; and a
comprehensive teleradiology services platform
(Nanox.MARKETPLACE).
Together, Nanox’s products and services create a worldwide,
innovative, and comprehensive solution that connects medical
imaging solutions, from scan to diagnosis.
Forward-Looking Statements
This press release may contain forward-looking statements that
are subject to risks and uncertainties. All statements that are not
historical facts contained in this press release are
forward-looking statements. Such statements include, but are not
limited to, those relating to the Company’s expectations regarding
the consummation of the proposed offering and the intended use of
proceeds therefrom. In some cases, you can identify forward-looking
statements by terminology such as “can,” “might,” “believe,” “may,”
“estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,”
“should,” “could,” “expect,” “predict,” “potential,” or the
negative of these terms or other similar expressions.
Forward-looking statements are based on information the Company has
when those statements are made or management’s good faith belief as
of that time with respect to future events and are subject to risks
and uncertainties that could cause actual performance or results to
differ materially from those expressed in or suggested by the
forward-looking statements. Factors that could cause actual results
to differ materially from those currently anticipated include:
risks related to (i) Nanox’s ability to continue to develop of the
Nanox imaging system; (ii) Nanox’s ability to successfully
demonstrate the feasibility of its technology for commercial
applications; (iii) Nanox’s expectations regarding the necessity
of, timing of filing for, and receipt and maintenance of,
regulatory clearances or approvals regarding its technology, the
Nanox.ARC and Nanox.CLOUD from regulatory agencies worldwide and
its ongoing compliance with applicable quality standards and
regulatory requirements; (iv) Nanox’s ability to realize the
anticipated benefits of acquisitions, which may be affected by,
among other things, competition, brand recognition, the ability of
the acquired companies to grow and manage growth profitably and
retain their key employees; (v) Nanox’s ability to enter into and
maintain commercially reasonable arrangements with third-party
manufacturers and suppliers to manufacture the Nanox.ARC; (vi) the
market acceptance of the Nanox imaging system and the proposed
pay-per-scan business model; (vii) Nanox’s expectations regarding
collaborations with third-parties and their potential benefits; and
(viii) Nanox’s ability to conduct business globally; (ix) changes
in global, political, economic, business, competitive, market and
regulatory forces; (x) the costs incurred with respect to and the
outcome of the securities class action litigation and the SEC
inquiry we are currently subject to and any similar or other claims
and litigation we may be subject to in the future; and (xi) risks
related to business interruptions resulting from the COVID-19
pandemic or similar public health crises, among other things.
For a discussion of other risks and uncertainties, and other
important factors, see the section titled “Risk Factors” in Nanox’s
Annual Report on Form 20-F for the year ended December 31, 2022,
and subsequent filings with the U.S. Securities and Exchange
Commission. The reader should not place undue reliance on any
forward-looking statements included in this press release.
Except as required by law, Nanox undertakes no obligation to
update publicly any forward-looking statements after the date of
this press release to conform these statements to actual results or
to changes in the Company’s expectations.
CONTACTS:
Media Contact:
Rachael RoselliICR WestwickeNanoxPR@icrinc.com
Investor Contact:
Mike CavanaughICR Westwickemike.cavanaugh@westwicke.com
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