NANO-X IMAGING LTD（納斯達克：NNOX）公佈截至2026年3月31日止第一季財務業績及業務更新（申報類型：6-K）。

EX-99.1
2
ea029511001ex99-1.htm
PRESS RELEASE DATED JUNE 25, 2026

 

Exhibit
99.1

 

 

Nanox
Announces First Quarter 2026 Financial Results and Provides Business Updates

 

Management
to host conference call and webcast on Thursday, June 25, 2026 at 8:30 AM ET

 

PETACH
TIKVA, Israel — June 25, 2026 — NANO-X IMAGING LTD (NASDAQ: NNOX) (“Nanox” or the “Company”),
an innovative medical imaging technology company, today announced results for the first quarter ended March 31, 2026, and provided a
business update.

 

Recent
Highlights:

 

 
  
 ●
 Generated
 $4.3 million in revenue in the first quarter of 2026, compared to $2.8 million in the first quarter of 2025.

 
 

●U.S.
commercial partners began contributing sales leads and pipeline opportunities as the Company advanced execution of previously announced
agreements.

   

 

●Increased
scans utilization of deployed Nanox.ARC systems

   

 

●Initiated
placing Nanox.ARC systems through the Nanox Imaging Network.

   

 

●A Nanox.ARC system has been operational for several months at a RadNet site. RadNet is the largest
 outpatient imaging center operator in the United States and has deployed a Nanox.ARC system at one of its facilities, where it is
 now in commercial use and integrated into routine clinical workflow.

   

 

●Continued
advancement of the Cedars-Sinai collaboration supporting clinical validation and commercialization efforts for the Company’s AI-enabled
cardiac solution.

 

“To
date, we are beginning to see revenue and increased scan utilization from the Nanox.ARC. ” said Erez Meltzer, Chief Executive Officer
and Acting Chairman. “We’ve altered our approach to emphasize partnerships, prioritize deployments at high-visibility reference
sites like RadNet, and began taking efficiency steps to improve our cost structure. While changing the standard of care in medical imaging
takes time, we believe these adjustments position us more effectively for sustainable growth and to capitalize on the potential of Nanox.ARC.
That said, the pace of commercialization will continue to depend on a range of factors, including market adoption, customer demand, site
readiness, construction timelines, regulatory approvals, and the performance of our partners.” 

 

Detailed
financial results for three months ended March 31, 2026

 

For the three months ended March 31, 2026 (the
“Reported Period”), the Company reported revenue of $4.3 million in the Reported Period, compared to $2.8 million in the Comparable
Period. During the Reported Period, the Company generated revenue through teleradiology services, the sale and deployment of its imaging
systems and its AI and software solutions. 

 

The Company’s gross loss during the Reported
Period totaled $2.6 million (gross loss margin of (60%)) on a GAAP basis, as compared to $3.0 million (gross loss margin of (108%)) in
the Comparable Period. Non-GAAP gross loss for the Reported Period was $0.2 million (gross loss margin of approximately 4%), as compared
to gross loss of $0.4 million (gross loss margin of approximately 15%) in the Comparable Period.

 

The Company’s revenue from teleradiology services for the Reported
Period was $3.1 million, compared to revenue of $2.6 million in the Comparable Period. The Company’s GAAP gross profit from teleradiology
services for the Reported Period was $0.7 million (gross profit margin of approximately 24%), as compared to $0.4 million (gross profit
margin of approximately 17%) in the Comparable Period. Non-GAAP gross profit of the Company’s teleradiology services for the
Reported Period was $1.1 million (gross profit margin of approximately 36%) as compared to $1.0 million (gross profit margin of approximately
39%) in the Comparable Period. The increase in the Company’s revenue from teleradiology services was mainly attributable to customer
retention, increased rates and increased volume of the Company’s teleradiology reading services during weekdays shifts.

 

During the Reported Period, the Company
generated revenue through the sales and deployment of its imaging systems and OEM services which amounted to $167 thousand for the
Reported Period, with a gross loss of $1.6 million on a GAAP and a non-GAAP basis, compared to revenue of $33 thousand with a gross
loss of $1.6 million on a GAAP basis and $1.5 million on a Non-GAAP basis in the Comparable Period. The revenue stems from the sale
and deployment of two Nanox Connect units in the amount of $118 thousand, deployment of its imaging systems in the amount of $11
thousand and the revenue due to our OEM services in in the amount of $38 thousand.

 

  

  

 

 

 

The Company’s revenue
from its AI and software solutions for the Reported Period was $1 million with a gross loss of $1.7 million on a GAAP basis, compared
to revenue of $0.2 million with a gross loss of $1.9 million in the Comparable Period. Non-GAAP gross profit of the Company’s AI
solutions for the Reported Period was $274 thousand, compared to Non-GAAP gross profit of $81 thousand in the Comparable Period. Included
in the reported period, revenue of $0.9 million that was generated by Nanox Health IT Inc.

 

Research and development expenses, net, for the Reported Period were
$4.8 million, compared to $5.0 million in the Comparable Period, reflecting a decrease of $0.2 million. The decrease was mainly due to
a decrease of $0.1 million in share-based compensation, and $0.3 million in expenses related to the Company’s research and development
and regulation activities, which was offset by an increase of $0.3 million in salaries and wages.

 

Sales and marketing expenses for the Reported
Period were $2.2 million compared to $0.9 million in the Comparable Period, reflecting an increase of $1.3 million. The increase was mainly
due to an increase of $0.8 million in salaries and wages and $0.3 million in marketing expenses.

 

General and administrative expenses for the Reported Period were $5.2
million, compared to $5.1 million in the Comparable Period. The increase of $0.1 million was mainly due to an increase of $0.7 million
in legal expenses and professional services, which was mitigated by a decrease of $0.2 million in the Company’s IT expenses, $0.1
million in the Company’s recruiting expenses and $0.2 million in share-based compensation.

 

The Company reported a net loss of $14.3 million, compared to a net loss of $13.2 million for the three months ended March 31, 2025 (which
is referred as the “Comparable Period”), representing an increase of $1.1 million. The increase was largely due to an increase
of $0.9 million in operating expenses, decrease of $0.4 million in financial income and increase of $0.2 million in tax expense, which
was mitigated by decrease of $0.4 million in gross loss.

 

Non-GAAP net loss attributable to ordinary shares
for the Reported Period was $11.1 million, compared to $9.4 million in the Comparable Period. The increase of $1.7 million was mainly
due to an increase of $1.2 million in Non-GAAP sales and marketing expenses, $0.3 million in Non-GAAP general and administrative expenses
and decrease of $0.4 million in financial income. The increase was mitigated by a decrease of $0.3 million in gross loss.

 

Non-GAAP gross loss for the Reported Period was $0.2 million, compared
to a non-GAAP gross loss of $0.4 million in the Comparable Period. Non-GAAP research and development expenses, net for the Reported Period,
were $4.6 million, compared to $4.6 million in the Comparable Period. Non-GAAP sales and marketing expenses for the Reported Period were
$1.9 million, compared to $0.8 million in the Comparable Period. Non-GAAP general and administrative expenses for the Reported Period
were $4.8 million, compared to $4.5 million in the Comparable Period.

 

The difference between the GAAP and non-GAAP financial
measures above is mainly attributable to amortization of intangible assets, share-based compensation, change in contingent earnout liability,
and expenses in connection with the settlement with a shareholder. A reconciliation between GAAP and non-GAAP financial measures for the
three -month periods ended March 31, 2026, and 2025 is provided in the financial results that are part of this press release.

 Update on South Korea Operations

 

As previously disclosed, the Company initiated
a restructuring plan with respect to its South Korea operations. The Company has commenced implementation of the restructuring process
and continues to evaluate opportunities to optimize its cost structure and maximize the value of the related assets. As part of this evaluation,
the Company is assessing several alternatives, including:

 

●an
expansion of the previously disclosed restructuring plan, which could involve a broader scope of operational consolidation and cost reduction
initiatives;

   

 

●a potential sale of the Company’s South Korea
operations and related assets; and 

   

 

●an orderly wind-down or closure of all or part
of the South Korea operations. 

 

 2

  

 

 

 

 

The evaluation remains ongoing and the Company
has not determined whether it will pursue any alternative. There can be no assurance as to the outcome or timing of this process.

 

Revenue Outlook and Guidance Policy

 

Since providing its revenue target for 2026, the
Company has continued to advance its commercialization efforts across its businesses and has made progress across a number of commercial,
operational and strategic initiatives. At the same time, the Company has experienced longer-than-anticipated timelines between the execution
of commercial agreements, system deployments, activations, commencement of services and the related recognition of revenue.

 

The timing of revenue generation and revenue recognition
across the Company’s businesses is influenced by a number of factors, many of which are outside of the Company’s control, including site
readiness, construction and infrastructure completion, customer implementation schedules, regulatory processes including local or state
licenses, system activation timing, utilization ramp-up, integration timelines and activities performed by customers, business partners
and other third parties.

 

While the Company remains encouraged by customer
interest, commercial activity and market adoption, the variability associated with deployment timelines, service implementation and revenue
recognition can significantly affect the timing at which revenue is recognized in any particular reporting period. As a result of these
timing-related factors, the Company no longer expects to achieve the 2026 revenue target previously announced on April 20, 2026.

 

Based on the Company’s experience to date and
the variability associated with deployment timelines, implementation schedules and revenue recognition, the Company has determined that
annual revenue guidance is not currently an appropriate tool for evaluating the Company’s operating progress and, accordingly, the Company
does not intend to provide annual revenue guidance going forward.

 

The Company remains focused on executing its commercial
strategy across its businesses, including advancing Nanox.ARC deployments and activations, increasing utilization across operational sites,
expanding its teleradiology, OEM and Health IT offerings, advancing the commercialization of its AI-enabled solutions, and implementing
existing commercial agreements, including agreements that contemplate the deployment of hundreds of systems over the coming years.

 

The Company believes that progress at this stage
is more appropriately reflected through operational, commercial and strategic milestones, including deployments, activations, utilization
growth, service expansion, customer adoption and execution of commercial agreements, rather than solely by the timing of revenue recognition
in any particular reporting period.

 

The Company continues to believe that the long-term opportunity for
its imaging, teleradiology, AI, OEM and Health IT solutions remains significant. Management believes the Company has made meaningful progress
across its commercial, operational and strategic initiatives and remains focused on building long-term shareholder value through disciplined
execution and continued expansion of its platform.

 

Update
on Systems Deployment

 

The
Company has continued to make progress in advancing its deployment activities; however, the pace of deployment remains subject to a number
of factors, some of which are outside the Company’s control, including import licensing requirements, construction timelines, and
regulatory processes in certain markets. These factors have and may in the future continue to impact the timing of system installations
and activation.

 

The
Company expects that, over time, certain of these processes may become more streamlined as additional sites advance through the deployment
pipeline; however, there can be no assurance as to the timing or extent of such improvements.

 

To date, the Company has approximately 40 systems
in various stages of deployment, including clinical, demonstrations, commercial installations, and systems pending construction and/or
regulatory approvals. Most of the deployed systems have not yet begun to generate revenues. Furthermore, approximately 21 systems are
expected to be installed over the following months under the Nanox Imaging Network (“NIN”), a limited Proof-of-Concept initiative,
in collaboration with Monarch Medical Management and Billing LLC. NIN is intended to evaluate a network-based imaging services operating
model in the United States, focused on providing imaging services through selected sites serving workers’ compensation and other
specialized healthcare segments. 

 

 3

  

 

 

 

In
addition, as previously reported, as part of the commercial shift in focus, the Company has recently entered into distribution agreements
for approximately 360 Capex systems in the United States over the next two to three years.

 

Such anticipated volumes, if executed as expected, reflect the Company’s
current commercial arrangements and the expected activities of its distribution partners; however, the timing and extent of actual purchases
are subject to a number of factors, including market adoption, customer demand, site readiness, construction timelines, regulatory approvals,
and the performance of our partners.

 

While
these agreements represent expected commercial activity over time, many have not yet resulted in revenue, and the timing and extent of
revenue recognition will depend on the progression of deployments, system activations, and other factors, including the performance of
the Company’s distribution partners.

 

The
introduction of new medical technologies typically involves complex and multi-stage processes, including integration into clinical workflows,
compliance with regulatory frameworks, and development of supporting operational infrastructure. These factors may extend deployment
timelines, particularly in early stages, and may impact the timing of revenue generation.

 

Liquidity,
Capital Resources and Going Concern 

 

As of March 31, 2026, the Company had total
cash, cash equivalents, short-term deposits and long-term restricted deposits of $44.2 million, compared to $60.0 million as of
December 31, 2025. During the reported period the Company experienced negative cash flow from operations of $14.0 million.

 

Since incorporation through March 31, 2026, the Company has accumulated
a deficit of $463 million and its activities have been funded mainly by the sale of its Common Stock. The Company expects to continue
to incur significant costs related to its ongoing operations. Management expects that the Company’s cash and cash equivalents, and
deposits as of March 31, 2026 are not sufficient to support the Company’s operations under its current operating plans for at least
one year from the issuance date of this Periodic Report. These factors raise substantial doubt as to the Company’s ability to continue
as a going concern.

 

On a preliminary unaudited basis, the Company estimates that its cash
and cash equivalents net of a short-term bank loan to be approximately $27 million as of the date of issuance of this Periodic Report.
Management is continuing in the process of seeking to raise funds in the private equity and capital markets as the Company will need to
finance its operations. However, there is no assurance that the Company will be able to obtain such funding. To the extent additional
funding is provided by the sale of securities or the incurrence of indebtedness, ordinary shareholder ownership interests may be diluted,
and the terms of the financing may adversely affect rights of ordinary shareholders, impose restrictive covenants on the Company and result
in increased fixed payment obligations. In order to finance our operations, we may also raise funds through collaborations, strategic
partnerships or marketing, distribution or licensing arrangements with third parties, which may require us to relinquish valuable rights
to our technologies, future revenue streams, research programs or products or grant licenses on terms that may not be favorable to us.
In addition, the Company is exploring the use of mitigating actions such as postponing expenses that are not based on firm commitments.

 

If
we are unable to raise additional funds when needed, we may be required to delay, reduce or eliminate our product development or future
commercialization efforts, or grant rights to develop and market products that we would otherwise prefer to develop and market ourselves.

 

This Periodic Report does not include any adjustments that may be necessary
should the Company be unable to continue as a going concern.

 

 4

  

 

 

 

Other
Assets

 

As
of March 31, 2026 the Company had property and equipment of $30.6 million, compared to $29.7 million as of December 31, 2025.

 

As
of March 31, 2026, the Company had intangible assets of $57.4 million compared to $59.9 million as of December 31, 2025. The decrease
was attributable to the periodic amortization of intangible assets in the amount of $2.5 million.

 

Shareholders’
Equity 

 

As
of March 31, 2026 and December 31, 2025, the Company had approximately 69.6 million shares outstanding.

 

Legal Proceedings

 

On June 12, 2026, a class action complaint was filed in the United
States District Court of New Jersey against the Company and certain of its officers, captioned Steele v. Nano-X Imaging Ltd. et al, Case
No. 1:26-cv-07062. The complaint alleges violations of federal securities laws on behalf of all persons and entities that purchased or
otherwise acquired the Company’s publicly traded securities between March 31, 2025 and April 17, 2026 in connection with certain
disclosures concerning the Company’s business, operations, and prospects, including with respect to the Company’s manufacturing
facility in Korea. The plaintiff is seeking money damages. Due to the early stage of the case, it is not possible to assess the probability
of a loss or reasonably estimate the ultimate costs and damages. Consequently, no accrual has been made in the financial statements regarding
this matter.

 

Conference
Call and Webcast Details 

 

Thursday,
June 25, 2026 @ 8:30am ET

 

Individuals
interested in listening to the conference call may do so by joining the live webcast on the Investors section of the Nanox website under
Events and Presentations. Alternatively, individuals can register online to receive a dial-in number and personalized PIN to participate
in the call. An archived webcast of the event will be available for replay following the event.

 

About
Nanox:

 

Nanox
(NASDAQ: NNOX) is focused on driving the world’s transition to preventive health care by delivering an integrated, end-to-end medical
imaging and healthcare services platform.

 

Nanox
combines affordable imaging hardware, advanced AI-based solutions, cloud-based software, access to remote radiology, health IT solutions,
and a marketplace to enable earlier detection, improved clinical efficiency, and broader access to care.

 

Nanox’s
vision is to expand the reach of medical imaging both within and beyond traditional hospital settings by providing a seamless solution
from scan to interpretation and beyond. By leveraging proprietary digital X-ray technology, AI-driven analytics, and a clinically driven
approach, Nanox aims to enhance the efficiency of routine imaging workflows, support early detection of disease, and improve patient
outcomes.

 

The
Nanox ecosystem includes Nanox.ARC, a cost-effective, 3D multi-source digital tomosynthesis imaging system designed for ease of use and
scalability; Nanox.AI, a suite of AI-based algorithms that augment the interpretation of routine CT imaging to identify early signs often
associated with chronic disease; Nanox.CLOUD, a cloud-based platform for secure data management, storage, and advanced imaging analytics;
Nanox.MARKETPLACE and USARAD Holdings, which provides access to remote radiology and cardiology experts and comprehensive teleradiology
services; and Nanox Health IT combines deep healthcare IT expertise with leading technology partners to deliver RIS, PACS, AI, dictation,
and secure infrastructure solutions that streamline workflows and support safer, more efficient care delivery.

 

By
integrating imaging technology, AI, cloud infrastructure, clinical expertise, a marketplace, and health information technology, Nanox
seeks to lower barriers to adoption, improve utilization, and advance preventive care worldwide. For more information, please visit https://www.nanox.vision.

 

 5

  

 

 

 

Forward-Looking
Statements

 

This press release may contain forward-looking statements that are
subject to risks and uncertainties. All statements that are not historical facts contained in this press release are forward-looking statements.
Such statements include, but are not limited to, statements regarding: the Company’s expected commercialization efforts, business
strategy and long-term growth opportunities; the expected timing, pace, extent and success of deployments, installations, activations
and utilization of Nanox.ARC systems, including under the Nanox Imaging Network; the anticipated benefits, timing and extent of activity
under existing commercial, distribution and strategic agreements, including contemplated deployments of hundreds of systems over the coming
years; the potential outcome, scope and timing of the evaluation of strategic alternatives relating to the Company’s South Korea
operations, including an expanded restructuring, a potential sale, wind-down or closure of all or part of such operations; the initiation,
timing, progress and results of the Company’s research and development, manufacturing, and commercialization activities with respect
to its X-ray source technology and the Nanox.ARC, the ability to realize the expected benefits of its recent acquisitions and the projected
business prospects of the Company and the acquired companies. In some cases, you can identify forward-looking statements by terminology
such as “can,” “might,” “believe,” “may,” “estimate,” “continue,”
“anticipate,” “intend,” “should,” “plan,” “should,” “could,” “expect,”
“predict,” “potential,” or the negative of these terms or other similar expressions. Forward-looking statements
are based on information the Company has when those statements are made or management’s good faith belief as of that time with
respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially
from those expressed in or suggested by the forward-looking statements. Factors that could cause actual results to differ materially from
those currently anticipated include: risks related to (i) Nanox’s ability to complete development of the Nanox System; (ii) Nanox’s
ability to successfully demonstrate the feasibility of its technology for commercial applications; (iii) Nanox’s history of recurring
losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of
Nanox’s liquidity to pursue its complete business objectives, and substantial doubt regarding its ability to continue as a going
concern; (iv) Nanox’s expectations regarding the necessity of, timing of filing for, and receipt and maintenance of, regulatory
clearances or approvals regarding its technology, the Nanox.ARC and Nanox.CLOUD from regulatory agencies worldwide and its ongoing compliance
with applicable quality standards and regulatory requirements; (v) Nanox’s ability to realize the anticipated benefits of the acquisitions,
which may be affected by, among other things, competition, brand recognition, the ability of the acquired companies to grow and manage
growth profitably and retain their key employees; (vi) Nanox’s ability to enter into and maintain commercially reasonable arrangements
with third-party manufacturers and suppliers to manufacture the Nanox.ARC; (vii) the market acceptance of the Nanox System and the proposed
pay-per-scan business model; (viii) Nanox’s expectations regarding collaborations with third-parties and their potential benefits;
(ix) Nanox’s ability to conduct business globally; (x) changes in global, political, economic, business, competitive, market and
regulatory forces; (xi) risks related to the current war between Israel and Hamas and any worsening of the situation in Israel; and (xii)
risks related to litigation which may result in significant liability and damage to the Company’s reputation. For a discussion of
other risks and uncertainties, and other important factors, any of which could cause Nanox’s actual results to differ from those
contained in the Forward-Looking Statements, see the section titled “Risk Factors” in Nanox’s Annual Report on Form
20-F for the year ended December 31, 2025, and subsequent filings with the U.S. Securities and Exchange Commission. The reader should
not place undue reliance on any forward-looking statements included in this press release. Except as required by law, Nanox undertakes
no obligation to update publicly any forward-looking statements after the date of this press release to conform these statements to actual
results or to changes in the Company’s expectations.

 

 6

  

 

 

 

Non-GAAP
Financial Measures

 

This
press release includes information about certain financial measures that are not prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”), including non-GAAP net loss attributable to ordinary shares, non-GAAP cost of revenue,
non-GAAP gross loss, non-GAAP gross loss margin, non-GAAP research and development expenses, net, non-GAAP sales and marketing expenses,
non-GAAP general and administrative expenses, non-GAAP other expenses and non-GAAP basic and diluted loss per share. These non-GAAP measures
are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by
other companies. These non-GAAP measures are adjusted for (as applicable) amortization of intangible assets, share-based compensation
expenses, change in contingent earnout liability and expenses in connection with the settlement with a shareholder . The Company’s
management and board of directors utilize these non-GAAP financial measures to evaluate the Company’s performance. The Company
provides these non-GAAP measures of the Company’s performance to investors because management believes that these non-GAAP financial
measures, when viewed with the Company’s results under GAAP and the accompanying reconciliations, are useful in identifying underlying
trends in ongoing operations. However, these non-GAAP measures are not measures of financial performance under GAAP and, accordingly,
should not be considered as alternatives to GAAP measures as indicators of operating performance. Further, these non-GAAP measures should
not be considered measures of the Company’s liquidity. A reconciliation of certain GAAP to non-GAAP financial measures has been
provided in the tables included in this press release.

 

 7

  

 

 

NANO-X
IMAGING LTD.

CONSOLIDATED
BALANCE SHEETS

(U.S.
dollars in thousands except share and per share data)

 

 
   
 March 31, 2026  
 December 31, 2025 

 
   
 U.S. Dollars in thousands 

 
 Assets 
    
   

 
 CURRENT ASSETS: 
    
   

 
 Cash and cash equivalents 
  43,855  
  49,151 

 
 Short-term deposits 
  -  
  10,459 

 
 Accounts receivables net of allowance for credit losses of $389 as of March 31, 2026, and $367 December 31,2025, respectively. 
  2,209  
  2,013 

 
 Inventories 
  3,274  
  3,070 

 
 Prepaid expenses 
  1,380  
  1,255 

 
 Other current assets 
  612  
  845 

 
 TOTAL CURRENT ASSETS 
  51,330  
  66,793 

 
   
     
    

 
 NON-CURRENT ASSETS: 
     
    

 
 Restricted deposit 
  368  
  361 

 
 Property and equipment, net 
  30,551  
  29,677 

 
 Goodwill 
  316  
  316 

 
 Operating lease right-of-use asset 
  3,435  
  3,518 

 
 Intangible assets 
  57,364  
  59,868 

 
 Other non-current assets 
  2,407  
  1,632 

 
 TOTAL NON-CURRENT ASSETS 
  94,441  
  95,372 

 
 TOTAL ASSETS 
  145,771  
  162,165 

 
   
     
    

 
 Liabilities and Shareholders’ Equity 
     
    

 
 CURRENT LIABILITIES: 
     
    

 
 Short-term loan 
  2,973  
  3,136 

 
 Accounts payable 
  2,394  
  2,886 

 
 Accrued expenses 
  3,309  
  4,224 

 
 Deferred revenue 
  454  
  534 

 
 Contingent short-term earnout liability 
  374  
  304 

 
 Current maturities of operating lease liabilities 
  958  
  950 

 
 Other current liabilities 
  3,656  
  4,854 

 
 TOTAL CURRENT LIABILITIES 
  14,118  
  16,888 

 
   
     
    

 
 NON-CURRENT LIABILITIES: 
     
    

 
 Non-current operating lease liabilities 
  3,706  
  3,765 

 
 Non-current deferred revenue 
  12  
  17 

 
 Contingent long-term earnout liability 
  131  
  173 

 
 Deferred tax liability 
  505  
  600 

 
 Other long-term liabilities 
  991  
  990 

 
 TOTAL NON-CURRENT LIABILITIES 
  5,345  
  5,545 

 
 TOTAL LIABILITIES 
  19,463  
  22,433 

 
   
     
    

 
 COMMITMENTS AND CONTINGENCIES 
     
    

 
   
     
    

 
 SHAREHOLDERS’ EQUITY: 
     
    

 
 Ordinary Shares, par value NIS 0.01 per share 100,000,000 authorized at March
 31, 2026 and December 31, 2025, 69,600,783 and 69,590,228  issued and outstanding at March 31, 2026 and December 31, 2025,
 respectively 
  198  
  198 

 
 Additional paid-in capital 
  589,142  
  588,301 

 
 Accumulated deficit 
  (463,032) 
  (448,767)

 
 TOTAL SHAREHOLDERS’ EQUITY 
  126,308  
  139,732 

 
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
  145,771  
  162,165 

 

 

 8

  

 

 

NANO-X
IMAGING LTD.

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE
LOSS

(U.S.
dollars in thousands except share and per share data)

 

 
   
 Three Months Ended March 31, 

 
   
 2026  
 2025 

 
 REVENUE 
  4,311  
  2,815 

 
   
     
    

 
 COST OF REVENUE 
  6,899  
  5,864 

 
   
     
    

 
 GROSS LOSS 
  (2,588) 
  (3,049)

 
   
     
    

 
 OPERATING EXPENSES: 
     
    

 
 Research and development, net 
  4,798  
  4,978 

 
 Sales and marketing 
  2,164  
  939 

 
 General and administrative 
  5,240  
  5,138 

 
 Change in contingent earnout liability 
  28  
  - 

 
 Other income, net 
  (260) 
  (14)

 
 TOTAL OPERATING EXPENSES 
  11,970  
  11,041 

 
 OPERATING LOSS 
  (14,558) 
  (14,090)

 
   
     
    

 
 FINANCIAL INCOME, net 
  369  
  765 

 
 OPERATING LOSS BEFORE INCOME TAXES 
  (14,189) 
  (13,325)

 
   
     
    

 
 INCOME TAX (EXPENSE) BENEFIT 
  (76) 
  86 

 
 NET LOSS 
  (14,265) 
  (13,239)

 
   
     
    

 
 BASIC AND DILUTED LOSS PER SHARE 
  (0.20) 
  (0.21)

 
 Weighted average number of basic and diluted ordinary shares outstanding (in thousands) 
  69,619  
  63,946 

 
   
     
    

 
 Net loss 
  (14,265) 
  (13,239)

 
 Other comprehensive loss: 
     
    

 
 Unrealized loss from marketable securities 
  -  
  (2)

 
 Total other comprehensive loss: 
  -  
  (2)

 
 Total comprehensive loss 
  (14,265) 
  (13,241)

 

 

 9

  

 

 

NANO-X
IMAGING LTD.

UNAUDITED
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S.
dollars in thousands, except share and per share data)

 

 
   
 Ordinary shares  
 Additional  
 Accumulated other  
    
   

 
   
 Number of shares  
 Amount  
 paid-in capital  
 comprehensive loss  
 Accumulated deficit  
 Total 

 
   
 U.S. Dollars in thousands 

 
 BALANCE AT JANUARY 1, 2026 
  69,590,228  
  198  
  588,301  
        -  
  (448,767) 
  139,732 

 
   
     
     
     
     
     
    

 
 Changes during the period: 
     
     
     
     
     
    

 
 Issuance of ordinary shares upon exercise of RSUs 
  10,555  
  *  
  -  
  -  
  -  
  - 

 
 Share-based compensation 
  -  
  -  
  841  
  -  
  -  
  841 

 
 Net loss for the period 
  -  
  -  
  -  
  -  
  (14,265) 
  (14,265)

 
 BALANCE AT March 31, 2026 
  69,600,783  
  198  
  589,142  
  -  
  (463,032) 
  126,308 

 

 

 
   
 Ordinary shares  
 Additional  
 Accumulated other  
    
   

 
   
 Number of shares  
 Amount  
 paid-in capital  
 comprehensive loss  
 Accumulated deficit  
 Total 

 
 BALANCE AT JANUARY 1, 2025 
  63,762,001  
  181  
  562,688  
            (1) 
  (373,749) 
  189,119 

 
   
     
     
     
     
     
    

 
 Changes during the period: 
     
     
     
     
     
    

 
   
     
     
     
     
     
    

 
 Issuance of ordinary shares upon exercise of RSUs 
  3,245  
  *  
  -  
  -  
  -  
  - 

 
 Issuance of ordinary shares upon exercise of options 
  53,924  
  *  
  121  
  -  
  -  
  121 

 
 Share-based compensation 
  -  
  -  
  1,166  
  -  
  -  
  1,166 

 
 Unrealized gain from marketable securities 
  -  
  -  
  -  
  (2) 
  -  
  (2)

 
 Net loss for the period 
  -  
  -  
  -  
  -  
  (13,239) 
  (13,239)

 
 BALANCE AT MARCH 31, 2025 
  63,819,170  
  181  
  563,975  
  (3) 
  (386,988) 
  177,165 

 

 

 
 *
 Less
 than $1.

 
 

 10

  

 

 

NANO-X
IMAGING LTD.

UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S.
dollars in thousands)

 

 
   
 Three Months ended March  31, 

 
   
 2026  
 2025 

 
   
 U.S. Dollars in thousands 

 
 CASH FLOWS FROM OPERATING ACTIVITIES: 
    
   

 
 Net loss for the year 
  (14,265) 
  (13,239)

 
 Adjustments required to reconcile net loss to net cash used in operating activities: 
     
    

 
 Share-based compensation 
  841  
  1,166 

 
 Amortization of intangible assets 
  2,504  
  2,653 

 
 Change in contingent earnout liability 
  28  
  - 

 
 Depreciation 
  315  
  290 

 
 Deferred tax liability, net 
  (95) 
  (94)

 
 Exchange rate differentials 
  (145) 
  7 

 
 Amortization of premium, discount and accrued interest on marketable securities 
  -  
  20 

 
 Changes in operating assets and liabilities: 
     
    

 
 Change in inventories 
  (252) 
  102 

 
 Accounts receivable, net 
  (196) 
  83 

 
 Prepaid expenses and other current assets 
  108  
  134 

 
 Other non-current assets 
  -  
  (2)

 
 Accounts payable 
  (632) 
  (373)

 
 Accrued expenses and other liabilities 
  (2,113) 
  (919)

 
 Operating lease assets and liabilities 
  32  
  (44)

 
 Interest on long-term deposits 
  -  
  (132)

 
 Deferred revenue 
  (85) 
  (28)

 
 Other long-term liabilities 
  1  
  49 

 
 Net cash used in operating activities 
  (13,954) 
  (10,327)

 
   
     
    

 
 CASH FLOWS FROM INVESTING ACTIVITIES: 
     
    

 
   
     
    

 
 Proceeds from maturity of marketable securities 
  -  
  11,794 

 
 Short-term deposits 
  10,459  
    

 
 Purchase of property and equipment 
  (1,777) 
  (527)

 
 Net cash provided by investing activities 
  8,682  
  11,267 

 
   
     
    

 
 CASH FLOWS FROM FINANCING ACTIVITIES: 
     
    

 
 Proceeds from issuance of ordinary shares upon exercise of options 
  -  
  121 

 
 Net cash provided by financing activities 
  -  
  121 

 
   
     
    

 
 EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS 
  (24) 
  8 

 
 NET CHANGE IN CASH AND CASH EQUIVALENTS 
  (5,296) 
  1,069 

 
 CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 
  49,151  
  39,304 

 
 CASH AND CASH EQUIVALENTS AT END OF THE YEAR 
  43,855  
  40,373 

 
   
     
    

 
 SUPPLEMENTARY INFORMATION ON ACTIVITIES INVOLVING CASH FLOWS: 
     
    

 
 Cash paid for income taxes 
  170  
  8 

 
 Cash paid for interest 
  30  
  33 

 
   
     
    

 
 SUPPLEMENTARY INFORMATION ON ACTIVITIES NOT INVOLVING CASH FLOWS: 
     
    

 
 Non-cash purchase of property and equipment 
  139  
  - 

 
 Operating lease liabilities arising from obtaining operating right-of use assets 
  38  
  93 

 

 

 
 (*)
 Less
 than 1 thousand US dollars.

 
 

The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements

 

 11

  

 

 

UNAUDITED
RECONCILIATION OF GAAP AND NON-GAAP RESULTS

 

(U.S.
dollars in thousands (except per share data))

 

Use
of Non-GAAP Financial Measures

 

The
unaudited condensed consolidated financial information is prepared in conformity with GAAP. The Company uses information about certain
financial measures that are not prepared in accordance with GAAP, including non-GAAP net loss attributable to ordinary shares, non-GAAP
cost of revenue, non-GAAP gross loss, non-GAAP gross loss margin, non-GAAP research and development expenses, net, non-GAAP sales and
marketing expenses, non-GAAP general and administrative expenses, non-GAAP other expenses and non-GAAP basic and diluted loss per share.
These non-GAAP measures are adjusted for (as applicable) amortization of intangible assets, share-based compensation expenses, change
in contingent earnout liability, and expenses in connection with the settlement with a shareholder. The Company believes that separate
analysis and exclusion of the one-off or non-cash impact of the above reconciling items (as applicable) adds clarity to the constituent
parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better
understanding of its operating performance. It uses the non-GAAP financial measures for planning, forecasting, and measuring results
against the forecast. The Company believes that the non-GAAP financial measures are useful supplemental information for investors and
analysts to assess its operating performance. However, these non-GAAP measures are not measures of financial performance under GAAP and,
accordingly, should not be considered as alternatives to GAAP measures as indicators of operating performance.

 

Reconciliation
of GAAP net loss attributable to ordinary shares to Non-GAAP net loss attributable to ordinary shares and Non-GAAP basic and diluted
loss per share (U.S. dollars in thousands)

 

 
   
 Three Months Ended 

 
   
 March 31, 

 
   
 2026  
 2025 

 
   
    
   

 
 GAAP net loss attributable to ordinary shares 
  14,265  
  13,239 

 
 Non-GAAP adjustments: 
     
    

 
 Add: Change in accrual in connection with the estimated settlement with a shareholder 
  (239) 
  - 

 
 Less: Amortization of intangible assets 
  2,504  
  2,653 

 
 Less: Change in the fair value of earn out liabilities’ obligation 
  28  
    

 
 Less: Share-based compensation 
  841  
  1,166 

 
 Non-GAAP net loss attributable to ordinary shares 
  11,131  
  9,420 

 
 Non-GAAP BASIC AND DILUTED LOSS PER SHARE 
  0.16  
  0.15 

 
 WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (in thousands) 
  69,619  
  63,946 

 

 

Reconciliation
of GAAP cost of revenue to Non-GAAP cost of revenue (U.S. dollars in thousands)

 

 
 GAAP cost of revenue 
  6,899  
  5,864 

 
 Non-GAAP adjustments: 
     
    

 
 Amortization of intangible assets 
  2,394  
  2,556 

 
 Share-based compensation 
  38  
  58 

 
 Non-GAAP cost of revenue 
  4,467  
  3,250 

 

 

 12

  

 

 

Reconciliation
of GAAP gross loss to Non-GAAP gross profit (U.S. dollars in thousands)

 

 
 GAAP gross loss 
  (2,588) 
  (3,049)

 
 Non-GAAP adjustments: 
     
    

 
 Amortization of intangible assets 
  2,394  
  2,556 

 
 Share-based compensation 
  38  
  58 

 
 Non-GAAP gross loss 
  (156) 
  (435)

 

 

Reconciliation
of GAAP gross loss margin to Non-GAAP gross profit margin (in percentage of revenue)

 

 
 GAAP gross loss margin 
  (60)% 
  (108)%

 
 Non-GAAP adjustments: 
     
    

 
 Amortization of intangible assets 
  56% 
  91%

 
 Share-based compensation 
  0% 
  2%

 
 Non-GAAP gross loss margin 
  (4)% 
  (15)%

 

 

Reconciliation
of GAAP research and development, net, expenses to Non-GAAP research and development expenses (U.S. dollars in thousands)

 

 
 GAAP research and development expenses,
 net 
  4,798  
  4,978 

 
 Non-GAAP adjustments: 
     
    

 
 Share-based compensation 
  208  
  355 

 
 Non-GAAP research and development
 expenses, net 
  4,590  
  4,623 

 

 

Reconciliation
of GAAP sales and marketing expenses to Non-GAAP sales and marketing expenses (U.S. dollars in thousands)

 

 
 GAAP sales and marketing expenses 
  2,164  
  939 

 
 Non-GAAP adjustments: 
     
    

 
 Amortization of intangible assets 
  110  
  97 

 
 Share-based compensation 
  116  
  84 

 
 Non-GAAP sales and marketing expenses 
  1,938  
  758 

 

 

Reconciliation
of GAAP general and administrative expenses to Non-GAAP general and administrative expenses (U.S. dollars in thousands)

 

 
 GAAP general and administrative expenses 
  5,240  
  5,138 

 
 Non-GAAP adjustments: 
     
    

 
   
     
    

 
 Share-based compensation 
  479  
  669 

 
 Non-GAAP general and administrative
 expenses 
  4,761  
  4,469 

 

 

Reconciliation
of GAAP other income to Non-GAAP other income (U.S. dollars in thousands)

 

 
 GAAP other income 
  (260) 
  (14)

 
 Non-GAAP adjustments: 
     
    

 
 Change in accrual in connection with the estimated
 settlement with a shareholder 
  (239) 
  - 

 
 Non-GAAP other income 
  (21) 
  (14)

 

 

 

13