纳米星成像有限公司美股招股说明书(2025-11-25版)

NANO-X IMAGING LTD 3,826,530 Ordinary Shares We are issuing 3,826,530 ordinary shares, par value NIS 0.01 per share (the “ordinary shares”) in a registered direct offering to asingle institutional investor (the “investor”) pursuant to this prospectus supplement and the accompanying prospectus, and a securities Delivery of the ordinary shares is being made on or about November 25, 2025, subject to the satisfaction of certain closing conditions. Our ordinary shares are listed on the Nasdaq Global Market under the symbol “NNOX.” On November 21, 2025, the last reportedsales price of our ordinary shares on the Nasdaq Global Market was $4.36 per share. We have retained Titan Partners Group LLC, a division of American Capital Partners, LLC, to act as our sole placement agent inconnection with this offering (the “Placement Agent”). The Placement Agent agreed to use its reasonable best efforts to place theordinary shares offered by this prospectus supplement and the accompanying prospectus. The placement agent is not purchasing orselling any ordinary shares pursuant to this prospectus supplement or the accompanying prospectus, nor are we requiring any Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information containedin and incorporated by reference under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement and on page 8of the accompanying prospectus, and under similar headings in the other documents that we have filed or that are filed after the date Issuance price Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Sole Placement AgentTitan Partners Groupa division of American Capital PartnersThe date of this prospectus supplement is November 23, 2025 ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-271688) utilizing a shelf registration process relating to the securitiesdescribed in this prospectus supplement was initially filed with the Securities and Exchange Commission (the “SEC”), on May 5,2023, and was amended by a post-effective amendment no. 1 thereto, filed with the SEC on July 26, 2023, as further amended by Post-Effective Amendment No. 2 thereto filed on April 22, 2024, and as further amended by Post-Effective Amendment No. 3 thereto filedon April 22, 2024 and which Post-Effective Amendment No. 3 was declared effective by the Commission as of May 8, 2024. Under This document contains two parts. The first part is this prospectus supplement, which describes the terms of this offering ofour ordinary shares by us, and also adds, updates and changes information contained in the accompanying prospectus and thedocuments incorporated herein and therein by reference. The second part is the accompanying prospectus, which gives more generalinformation about us, some of which may not apply to this offering. To the extent the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus or any document filed prior to the date ofthis prospectus supplement and incorporated herein by reference, the information in this prospectus supplement will supersede and You should rely only on the information contained in or incorporated by reference into this prospectus supplement and theaccompanying prospectus. We have not, and the Placement Agent has not, authorized anyone to provide you with information that isdifferent. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectus supplement and the accompanying prospectus. This prospectus supplement is not an offer to sell or solicitation of an offerto buy these securities in any circumstances under which the offer or solicitation is unlawful. We are not offering to sell, or seekingoffers to buy, our securities in jurisdictions where offers and sales are not permitted. You should not assume that the information wehave included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this Solely for convenience, any trademarks, service marks, logos and trade names referred to in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein or therein, are without the ® andTM symbols, but suchreferences are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights. Thisprospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, may containadditional trademarks, service marks and trade names of others, which are the property of their respective owners. All