Israeli entrepreneur and investor Moshe Moalem filed Amendment No. 1 to his Schedule 13D on Nano-X Imaging Ltd. on November 12, 2026, disclosing a Board Nomination Agreement signed November 11, 2026, and reporting beneficial ownership of 6,557,157 ordinary shares, or 8.33% of the class.

Key Highlights

  • Beneficial ownership: Moalem reported sole voting and dispositive power over 6,557,157 ordinary shares of Nano-X Imaging Ltd., representing 8.33% of the class based on 78,747,008 shares outstanding as of October 28, 2026.
  • Board Nomination Agreement: On November 11, 2026, Moalem and the issuer entered into a Board Nomination Agreement, with Tanir Corporation, his wholly owned company, executing a joinder for limited stated purposes.
  • New director appointments: Jonathan Samet was appointed as a Class I director through the 2027 annual general meeting, and Ariel Katz was appointed as a Class II director through the 2028 annual general meeting.
  • Chairman change: Erez Meltzer resigned as Chairman of the Board; the Board elected Erez Alroy as Chairman. Meltzer continues to serve as Chief Executive Officer and a director.
  • Board size cap: The issuer agreed to limit the number of serving directors to eight through the conclusion of the 2027 annual general meeting, subject to conditions set out in the Agreement.
  • Authorized share capital proposal: The issuer agreed to issue revised proxy materials reflecting a proposal to increase authorized share capital by 200,000,000 ordinary shares, to a total of 350,000,000 ordinary shares of NIS 0.01 par value each, before giving effect to any reverse share split.
  • Prior agenda submission withdrawn: Upon effectiveness of both Designees' appointments and related board changes, Moalem's October 31, 2026 submission requesting additional agenda items for the November 18, 2026 special general meeting was automatically withdrawn pursuant to the Agreement.

Board Nomination Agreement and Governance Changes at Nano-X Imaging

According to the filing, Moshe Moalem, an Israeli citizen described as an entrepreneur and investor, originally filed a Schedule 13D on October 29, 2026. This Amendment No. 1, triggered by an event dated October 31, 2026, updates that filing to reflect significant governance developments. The ordinary shares beneficially owned by Moalem were acquired prior to and following the issuer's initial public offering using personal funds or through other transactions. The filing notes that no additional ordinary shares were acquired in connection with this Schedule 13D.

The filing discloses that on October 31, 2026, Moalem submitted a request to include additional matters on the agenda of Nano-X Imaging's special general meeting scheduled for November 18, 2026. That submission addressed proposed restrictions on substantial equity issuances, board composition amendments, separation of the Chairman and Chief Executive Officer roles, and the election of four director candidates. Eleven days later, on November 11, 2026, Moalem and the issuer executed the Board Nomination Agreement, which the filing describes as providing for the two director appointments, the chairman transition, and standstill and voting commitments applicable to Moalem and certain shareholder affiliates, including Tanir Corporation. Subject to the Agreement's conditions, the filing states the Reporting Person may nominate a replacement if a Designee ceases to serve before the end of the applicable original class term.

The filing also notes a separate personal undertaking by Erez Meltzer, in his capacity as a director, that during the Standstill Period he would not appoint an alternate director on matters where a personal interest prevents him from participating under the Israeli Companies Law, 5759-1999. The filing states this undertaking "does not bind the Issuer or constitute part of, or a condition to, the Agreement." Moalem agreed, and agreed to cause applicable shareholder affiliates, to vote their shares in favor of the reverse share split and revised authorized capital proposals at the November meeting and at any applicable subsequent meeting during the Standstill Period.

What Was Disclosed

Moshe Moalem's amended Schedule 13D disclosed a Board Nomination Agreement with Nano-X Imaging Ltd. signed November 11, 2026, covering two new director appointments, a chairman change, standstill obligations, voting commitments, and a proposed increase in authorized share capital to 350,000,000 ordinary shares.