Business Context and Reporting Period
Nano-X Imaging Ltd. filed this Form 6-K on January 9, 2023, covering the month of January 2023. The filing reports a settlement related to the company’s November 4, 2021 acquisition of Zebra Medical Vision Ltd., now operating as Nanox AI Ltd.
Key Financial and Transaction Metrics
- At the merger closing, Nano-X issued ordinary shares representing a stated basic purchase price of $100.0 million, deferred closing consideration of $3.3 million, and milestone consideration of $6.3 million, subject to adjustments.
- An aggregate of $9.6 million of the stated consideration was paid at closing.
- On January 19, 2022, Nano-X issued 89,286 additional ordinary shares following partial achievement of a post-closing milestone.
- On December 29, 2022, the parties agreed to a settlement under which Nano-X issued 2,648,424 additional ordinary shares, representing approximately $19.0 million of additional consideration.
- The settlement brought the total transaction value to approximately $103.0 million, or approximately $104.0 million including transaction expenses.
- The filing does not provide revenue, profit, cash flow, margin, debt, cash, liquidity, or other operating-financial metrics for the reporting period.
Material Changes and Unusual Items
Due to changes in Nano-X’s share price between signing and closing, the market value of shares issued at closing was lower than the deemed value under the merger agreement. The filing states that the shares issued to former Nanox AI shareholders represented approximately $77.0 million of closing consideration and approximately $7.0 million following milestone satisfaction, based on market value at issuance.
The December 2022 settlement resolved potential additional consideration claims under the merger agreement. Following issuance of the additional shares, both parties’ performance obligations under the agreement were satisfied in full.
Outlook, Risks, and Contingencies
The filing does not provide financial guidance, operating outlook, or management commentary on future performance. It indicates that the settlement eliminates the remaining performance obligations under the merger agreement, but it does not discuss broader business, financing, regulatory, or litigation risks.
Investor Verification Items
- Verify the number of ordinary shares outstanding after issuance of the 2,648,424 settlement shares.
- Assess the dilution and accounting treatment associated with the additional merger consideration.
- Reconcile the approximately $103.0 million transaction value and approximately $104.0 million value including transaction expenses with subsequent financial statements.
- Confirm that no further consideration or performance obligations remain under the merger agreement.
- Review subsequent filings for the impact of the settlement on share capital, equity compensation, and acquisition-related expenses.