Nano-X Imaging Ltd美股招股说明书(2026-07-24版)

PROSPECTUS SUPPLEMENT(To Prospectus dated March 30, 2026) $53,900,000 of Ordinary Shares NANO-X IMAGING LTD. We are party to a Controlled Equity OfferingSMSales Agreement, dated as of June 7, 2024 (the “Sales Agreement”) withCantor Fitzgerald& Co. and Mizuho Securities USA LLC (each individually, an “Agent” and collectively, the “Agents”) relating tothe issuance and sale from time to time of our ordinary shares, par value NIS 0.01 per share (the “ordinary shares”) offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, as of the date of thisprospectus supplement, we may offer and sell our ordinary shares having a remaining aggregate offering price of up $53,900,000 (outof the original amount of $100,000,000 that was authorized for offer and sale) from time to time through the Agents pursuant to theSales Agreement and this prospectus supplement and the accompanying prospectus. Our ordinary shares are listed on the Nasdaq Global Market under the symbol “NNOX.” The last reported sales price of ourordinary shares on the Nasdaq Global Market on July 21, 2026 was $1.08 per share. Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at-the-market” equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended(the “Securities Act”). The Agents are not required to sell any specific number or dollar amount of securities, but will usecommercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with their normaltrading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. The Agents will be entitled to compensation at a commission rate of up to 3.0% of the aggregate gross proceeds from eachsale of ordinary shares. In connection with the sales of ordinary shares on our behalf, the Agents may each be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Agents may be deemed to be underwritingcommissions or discounts. Investing in our ordinary shares involves a high degree of risk. Before making an investment decision, please read theinformation contained in and incorporated by reference under the heading “Risk Factors” on page S-9 of this prospectussupplement, on page 11 of the accompanying prospectus, on page 1 of our most recent annual report on Form 20-F and undersimilar headings in the other documents that we have filed or that are filed after the date hereof and incorporated by reference intothis prospectus supplement and the accompanying prospectus. 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. Any representationto the contrary is a criminal offense. Mizuho Cantor Prospectus Supplement dated July 23, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-8RISK FACTORSS-9GOVERNMENTAL GRANTSS-10USE OF PROCEEDSS-11DIVIDEND POLICYS-11TAXATIONS-11PLAN OF DISTRIBUTIONS-21LEGAL MATTERSS-22ENFORCEABILITY OF CIVIL LIABILITIESS-22WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION BY REFERENCES-24 Prospectus ABOUT THIS PROSPECTUSiiOUR COMPANY1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8THE OFFERING10RISK FACTORS11USE OF PROCEEDS12CAPITALIZATION13DESCRIPTION OF SHARE CAPITAL14DESCRIPTION OF WARRANTS20DESCRIPTION OF DEBT SECURITIES22PLAN OF DISTRIBUTION25WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION BY REFERENCE28ENFORCEMENT OF CIVIL LIABILITIES29LEGAL MATTERS30EXPERTS31 ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-294302) 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 March 13,2026. That registration statement was amended by Pre-Effective Amendment No. 1 thereto filed on March 26, 2026, and has beendeclared effective by the Securities and Exchange Commission as of March 30, 2026. Under that shelf registration statement, of whichthis offering is a part, we may, from time to time, sell our ordinary shares, warrants and debt securities having an aggregate offeringprice of up to $100,000,000. Under the offering described in this prospectus supplement, in particular, we may sell up to $53,900,000of ordinary shares out of the $100,000,000 of securities covered by that shelf registration statement. This document contains two parts. The first part is this prospectus supplement, which describes the terms of this offering ofour ordinary shares by