Nano-X Imaging Ltd filed a Form 6-K on November 12, 2026, disclosing modifications to its November 2026 Special General Meeting agenda, including a reduced authorized share capital increase proposal, a new chairman removal vote requirement proposal, a one-week meeting postponement, and a Board Nomination Agreement with shareholder Moshe Moalem appointing two new directors.

Key Highlights

  • Reduced share increase: The authorized share capital increase proposal was revised from 300,000,000 ordinary shares to 200,000,000 ordinary shares, which would result in a total authorized share capital of NIS 3,500,000, comprised of 350,000,000 ordinary shares at par value NIS 0.01 each.
  • New Proposal 3 added: A Chairman Article Amendment Proposal was added to the agenda, which would require an affirmative vote of at least two-thirds of directors then in office to remove or replace a serving Chairman of the Board.
  • Meeting postponed: The Special General Meeting was postponed from November 18, 2026 to November 25, 2026, at the same time (2:00 p.m. local/Israel time, 7:00 a.m. Eastern time) and same location.
  • Board Nomination Agreement signed: On November 11, 2026, the company entered into a Board Nomination Agreement with Moshe Moalem, a shareholder of the company.
  • Two directors appointed: Jonathan Samet and Ariel Katz were designated as board directors by Mr. Moalem, with Mr. Samet serving as a Class I director and Mr. Katz as a Class II director, with effect no later than November 11, 2026.
  • Board size capped: Until the conclusion of the 2027 Annual Meeting, the Board will consist of no more than eight directors.

Nano-X Revises Meeting Agenda and Appoints Moalem's Board Designees

According to the filing, Nano-X Imaging Ltd (NASDAQ:NNOX) disclosed that discussions with a "significant shareholder" led to the company's entry into the Board Nomination Agreement with Moshe Moalem, identified in the filing as the "Subject Shareholder." As a direct result of those discussions, the company revised its previously announced Authorized Share Capital Increase Proposal. The original proposal had called for adding 300,000,000 ordinary shares to the company's authorized share capital, which would have resulted in a total of 450,000,000 ordinary shares. The revised proposal instead calls for an increase of 200,000,000 ordinary shares, resulting in a total authorized share capital of NIS 3,500,000, comprised of 350,000,000 ordinary shares, par value NIS 0.01 each.

The filing further disclosed that a new Proposal 3, the Chairman Article Amendment Proposal, was added to the meeting agenda. This proposal would amend Article 49 of the company's articles of association to generally require the affirmative vote of at least two-thirds of directors then in office to remove or replace a serving Chairman of the Board. The vote required for appointment of a Chairman would remain a simple majority of the Board, as it is currently, according to the filing.

Under the Board Nomination Agreement, the company agreed that its Board would appoint Jonathan Samet as a Class I director, with a term expiring at the company's next annual general meeting (the "2027 Annual Meeting"), and Ariel Katz as a Class II director, with a term expiring at the annual meeting to be held in 2028. The filing also states that Tanir Corporation, described as "a wholly owned and controlled company of the Subject Shareholder," executed a joinder to the Board Nomination Agreement for certain limited purposes. The company noted it had not yet distributed any proxy materials to shareholders prior to this filing, and that the Original Proxy Card is "superseded in its entirety" by the Revised Proxy Card furnished as Exhibit 99.2 to the Form 6-K.

What Was Disclosed

Nano-X Imaging disclosed revisions to its Special General Meeting agenda, including a reduced share capital increase, a new director removal vote threshold, a one-week meeting postponement, and a Board Nomination Agreement with Moshe Moalem resulting in two new director appointments.