Nano-X Imaging Ltd.

Purpose and Effect of the Reverse Split Framework

Our ordinary shares are listed on the Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share. On September 28, 2026, we received a notification from Nasdaq that we are not in compliance with the minimum bid price requirement for continued listing. Under Nasdaq Listing Rule 5810(c)(3)(A), we were granted a period of 180 calendar days, until March 29, 2027 (the “Initial Period”), to regain compliance with the minimum bid price requirement. If at any time during the Initial Period the closing bid price of our ordinary shares is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide us with a written confirmation of compliance and the matter will be closed. If we cannot demonstrate compliance by the end of the applicable compliance period, we may be eligible for an additional 180 calendar day grace period if we transfer the listing of our ordinary shares to the Nasdaq Capital Market. If our ordinary shares’ bid price does not demonstrate compliance by itself during the applicable timeframes, we may seek to effect a reverse share split to increase our ordinary shares’ bid price and regain compliance following such a reverse share split. In order to effect a reverse share split, we will need to amend the authorized share capital provision of our Articles, which requires shareholder approval under the Companies Law.

If the reverse share split is authorized by our shareholders, our Board of Directors will have the discretion, within 18 months following the date of the Meeting, to implement the reverse share split at a ratio within the range approved by the shareholders or to effect no reverse share split at all. On October 27, 2026, the closing price of our ordinary shares on the Nasdaq Global Market was $0.321.

On January 17, 2025, the SEC approved an amendment to Nasdaq Listing Rule 5810(c)(3)(A)(iv), according to which an issuer is not eligible for any compliance period to cure a deficiency under the minimum bid price requirement if it effected a reverse share split over the prior one-year period. Due to this amendment, our Board of Directors has resolved to approve a framework that would allow us to effect a reverse share split in order to remain in compliance with the minimum bid price requirement for an extended period of time. We believe that a reverse share split may also be advisable in order to make our ordinary shares more attractive to a broader range of investors, including professional investors, institutional investors and the general investing public, and our Board of Directors believes that the anticipated increased price resulting from the reverse share split may generate additional interest and trading in our ordinary shares.

We are therefore seeking the approval of our shareholders of a framework for a reverse share split of our ordinary shares at a ratio within a range of between 1-for-20 and 1-for-50 (inclusive), to be effected at the discretion of, and at such ratio and on such date as shall be determined by, the Board of Directors within 18 months following the Meeting, if so determined eventually, and to amend the Articles accordingly. We refer to that particular reverse share split that is being proposed under this Proposal 2 as the “Reverse Split”.

If the Reverse Split is approved by our shareholders, the Board of Directors will have the authority to decide whether to implement the Reverse Split and the exact ratio for the Reverse Split within the approved range. Following such determination, if any, by the Board of Directors, we will issue a press release announcing the effective date of the Reverse Split and will amend the Articles to effect the Reverse Split. We are furthermore required to give notice to Nasdaq at least 10 calendar days prior to the market effective date of the Reverse Split.

If the Reverse Split is implemented, the number of authorized ordinary shares, as well as the number of issued and outstanding ordinary shares, would be reduced in accordance with the Reverse Split ratio selected by the Board of Directors, and the par value per ordinary share (currently NIS 0.01) will be increased proportionately. In addition, the exercise price and the number of ordinary shares issuable pursuant to outstanding warrants will be adjusted pursuant to the terms of the respective warrants, with the exercise price increased, and the number of ordinary shares issuable reduced, proportionately to the Reverse Split ratio. Furthermore, upon completion of the Reverse Split, the number of ordinary shares reserved for issuance under our 2019 Equity Incentive Plan, as well as the number of shares subject to outstanding options and restricted share units (“RSUs”) thereunder and the exercise prices of those options, shall be appropriately adjusted (with the number of shares underlying outstanding options and RSUs reduced, and the exercise price per share of each option increased, proportionately to the Reverse Split ratio).

No fractional shares will be issued as a result of the Reverse Split. Instead, all fractional shares held by record shareholders (or by brokers who are members of the Depository Trust Company) will be rounded to the nearest whole ordinary share.

In the event that our shareholders do not approve the Reverse Split and the related amendment to the Articles, and we do not otherwise regain or maintain compliance with the minimum bid price requirement by or before March 29, 2027 (the end of the initial 180-calendar day compliance period), our ordinary shares may be eligible for an additional 180-calendar day grace period if we transfer the listing of the ordinary shares to the Nasdaq Capital Market.If following that additional 180-calendar day period, we still do not regain compliance with the minimum bid price requirement, our ordinary shares would likely be delisted from trading on Nasdaq. Among various negative consequences that it would have for our company and our shareholders, delisting would negatively impact our ability to secure additional critical financing. Accordingly, our Board of Directors unanimously recommends that our shareholders vote to approve the Reverse Split as described above, on a date to be determined by the Board of Directors and announced by our company, and to authorize us to amend the Articles accordingly.