Nano-X Imaging Ltd. (NASDAQ: NNOX) priced a registered direct offering of approximately $8 million on August 6, 2026, selling to one buyer at a price identical to the previous day’s close. The securities purchase agreement with a single long-term institutional investor was signed on August 5, 2026, and the company said closing was expected on or about August 7, 2026.
The structure is a share and warrant unit. The purchaser takes 8,000,000 ordinary shares, par value NIS 0.01, or pre-funded warrants in lieu of any portion, together with warrants to purchase up to 8,000,000 further shares. The combined price is $1.00 per ordinary share and accompanying warrant, or $0.9999 per pre-funded warrant and accompanying warrant. The warrants carry an exercise price of $1.15, become exercisable six months after issuance and expire five years from closing. A.G.P./Alliance Global Partners acted as sole placement agent.
The prospectus supplement sets out the split the press release left open. The offering comprises 3,700,000 ordinary shares and pre-funded warrants for up to 4,300,000 shares, alongside the 8,000,000 ordinary warrants. On the fee table, the issuance price of $1.00 carries a placement agent fee of $0.05, leaving $0.95 to the company, or $7,600,000 of the $8,000,000 gross. Net proceeds are estimated at approximately $7.6 million, rising to $17,200,000 if the ordinary warrants are exercised in full. The stated use is working capital and general corporate purposes.
The securities came off an existing shelf, a takedown from a registration statement on Form F-3, File No. 333-294302, amended on March 26, 2026 and declared effective on March 30, 2026. The offering was described as priced at-the-market under Nasdaq rules. On August 5, 2026 the last reported sale price of the ordinary shares on the Nasdaq Global Market was $1.00.
The impairment note filed alongside
The same report of foreign private issuer, filed under commission file number 001-39461, carried a second disclosure that the pricing release did not mention. Nano-X said that as part of preparing its financial statements for the three months ended June 30, 2026 it had initiated a comprehensive impairment assessment across all of its assets, including but not limited to long-lived assets and goodwill, and had retained an external independent appraiser to help evaluate whether identified events and circumstances require the recognition of impairment charges. The assessment was ongoing and incomplete as of the date of the report, and the company warned that final reported results for the period may differ, potentially materially, from preliminary estimates.
What the shelf has already been doing
This was not the company’s only route to the market this summer. On July 23, 2026 Nano-X filed a prospectus supplement covering its at-the-market programme under a Controlled Equity Offering sales agreement dated June 7, 2024 with Cantor Fitzgerald & Co. and Mizuho Securities USA LLC. That document states the company may offer shares with a remaining aggregate offering price of up to $53,900,000, out of an original $100,000,000 authorised for offer and sale, with the agents entitled to commission of up to 3.0% of gross proceeds. The last reported sale price cited in that supplement was $1.08 on July 21, 2026.
An at-the-market offering has a specific meaning in the rules the release invokes. Under Rule 415(a)(4) of the Securities Act, an at the market offering means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price, and such offerings may be made only if not more than three years have elapsed since the initial effective date of the registration statement.
Analysis: the price tells you more than the size
Two figures set the terms of this transaction, and neither is the headline $8 million. The first is the $1.00 combined unit price against a $1.00 closing price the day the agreement was signed. There is no discount to market on the share component, which is what allows the deal to be described as priced at-the-market under Nasdaq rules and is what keeps it outside the shareholder approval regime that applies to discounted issues. The economic concession sits in the warrant instead. The purchaser receives one warrant per share at a $1.15 strike, exercisable from six months and running five years, so the additional consideration to the purchaser is a five year option struck above the issue price rather than a discount to it.
The second figure is the dilution table. The prospectus supplement reports net tangible book value of approximately $68.6 million, or $0.99 per ordinary share, as of March 31, 2026, and pro forma as adjusted net tangible book value after the offering of $77.48 million, still approximately $0.99 per share. The stated effect is no increase in net tangible book value per share for existing holders and an immediate dilution of $0.01 per share to the incoming investor. The company is issuing at almost exactly its tangible book value per share. That is a different situation from a discounted raise: the offering does not transfer value from existing holders to the new investor at the share level, but neither does it create any per share cushion.
Scale is where the strain shows. Against 70,061,338 ordinary shares outstanding as of June 30, 2026, adjusted up to 70,588,638 for issuances since, the 8,000,000 unit shares are roughly a ninth of the base, and the 8,000,000 warrants would repeat that if exercised. The overhang above them is priced in another era. Outstanding options total 4,221,803 at a weighted average exercise price of $14.75, and 2,142,858 warrants sit at $19.00, the residue of a July 26, 2023 registered direct offering priced at a combined $14.00 per share. Both blocks are struck well above the $1.00 price at which this offering was made.
The two disclosures in the same filing bear on each other. The company raised $7.6 million net at a dollar a share and, in the same report, disclosed that it had retained an appraiser to test all of its assets, including goodwill, for impairment, so the balance sheet number underpinning the dilution table may itself move. The pro forma as adjusted net tangible book value of $0.99 per share was struck as of March 31, 2026, before the assessment the company describes. If impairment charges land on long-lived assets or goodwill, tangible book value per share is the figure that changes, and the parity between issue price and book value that makes this offering look neutral would not survive it.
What a careful reader would look at next is the quarterly report itself: whether an impairment charge was recognised, against which assets, and how the resulting net tangible book value per share compares with the $1.00 paid here. Two further checkable items follow. Whether the $53,900,000 of remaining at-the-market capacity is drawn down alongside registered direct placements will show how much of the shelf the company expects to use, and the six month exercisability date on the new warrants marks when a further 8,000,000 shares can begin to arrive.
