As previously disclosed, on November 4, 2021, NANO-X IMAGING LTD (the "Company"), an innovative medical imaging company, consummated the previously announced merger of Zebra Medical Vision Ltd., an Israeli company ("Zebra") into the Company pursuant to the terms of the Agreement and Plan of Merger, dated August 9, 2021 (with certain amendments, the "Agreement"). Zebra changed its name to Nanox AI Ltd ("Nanox AI") and operates under the new name. According to the terms of the Agreement, at closing the Company issued ordinary shares which represented the basic purchase price of $100,000,000, plus deferred closing consideration $3,333,333 and certain milestone consideration of $6,300,000, subject to certain adjustments. All shares, except for the shares issued for the designated milestone, were issued at a deemed per share value of $33.18 and the shares issued for the designated milestone were issued at a per share value of $25.01. In addition, according to the terms of the Agreement, under certain circumstances, the Company was obligated to issue additional ordinary shares as deferred closing consideration and certain milestone consideration (should such be achieved) representing an aggregate amount of up to $100,000,000 within three years following the closing. An aggregate of $9,633,333 of such consideration was paid at closing as described above. In addition, on January 19, 2022, the Company issued 89,286 additional ordinary shares to the former shareholders of Nanox AI due to partial achievement of a milestone that occurred post-closing.

Due to changes in share price between signing of the Agreement and closing of the merger, which resulted in the then market value of the ordinary shares issued at closing to be lower than the deemed share value, based on the then market value of the ordinary shares at the time of issuance, the ordinary shares issued to Nanox AI's former shareholders represented (i) approximately $77,000,000 with respect to the closing consideration and (ii) approximately $7,000,000 following the satisfaction of certain milestones.

On December 29, 2022, the parties entered a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Nanox AI's former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $19,000,000), bringing the total transaction value to approximately $103,000,000 (and $104,000,000 when transaction expenses are included). As a result of the settlement, both parties' performance obligations under the Agreement have been satisfied in full.

Attachments

Disclaimer

Nano-X Imaging Ltd. published this content on 09 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 January 2023 11:38:10 UTC.