Director Alroy Erez sold $1,119 worth of Ordinary Shares (678 units at $1.65), increasing direct ownership by 145% to 17,075 units (SEC Form 4)
$NNOX
Medical Electronics
Health Care
| 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 ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 06/10/2026 | S(1) | 209 | D | $1.65 | 6,753(2) | D | |||
| Ordinary Shares | 06/10/2026 | S(1) | 469 | D | $1.65 | 17,075(3) | 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)(4) | $17.63 | (5) | 12/28/2032 | Ordinary Shares | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy ordinary shares)(4) | $11.52 | (6) | 12/31/2033 | Ordinary Shares | 10,000 | 10,000 | D | ||||||||
| Explanation of Responses: |
| 1. The transaction reported in this row involved the sale of ordinary shares to cover tax liabilities arising from the vesting of restricted share units ("RSUs"). |
| 2. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person by the Issuer that began vesting on December 10, 2024. Currently, 6,753 ordinary shares constitute the remainder of the ordinary shares held by, or issuable to, the Reporting Person under the subject grant. The 7,792 RSUs originally granted vest (and settle for underlying ordinary shares) on an equal, quarterly basis over twelve calendar quarters (for 649.33 underlying ordinary shares per quarter) such that all such 7,792 RSUs - reduced by RSUs for which underlying shares have been sold to cover tax liability - will be vested by December 10, 2027. |
| 3. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person by the Issuer that began vesting on December 10, 2025. Currently, 17,075 ordinary shares constitute the remainder of the ordinary shares held by, or issuable to, the Reporting Person under the subject grant. The 17,544 RSUs originally granted vest (and settle for underlying ordinary shares) on an equal, quarterly basis over twelve calendar quarters (for 1,462 underlying ordinary shares per quarter) such that all such 17,544 RSUs - reduced by RSUs for which underlying shares have been sold to cover tax liability - will be vested by December 10, 2028. |
| 4. 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. |
| 5. The options reported in this row were granted to the Reporting Person by the Issuer on December 28, 2022 and vest and become exercisable in 16 equal quarterly installments of 6.25% each on each three-month anniversary of the date of appointment of the Reporting Person to the Issuer's Board of Directors on June 30, 2022, such that all options reported in this row will be exercisable by the four-year anniversary of that appointment date (June 30, 2026). |
| 6. The options reported in this row were granted to the Reporting Person by the Issuer on December 31, 2023 and vest and become exercisable in 16 equal quarterly installments of 6.25% each on each three-month anniversary of the date of approval of the grant by the Issuer's Board of Directors (i.e., August 14, 2023), such that all options reported in this row will be exercisable by the four-year anniversary of that grant approval date (August 14, 2027). |
| /s/ Marina Gofman Feler, attorney-in-fact | 06/15/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||