Moalem Discloses 8.49% Stake in Nano-X and Opposes Increase in Authorized Shares
Key Facts
Investor Moshe Moalem disclosed beneficial ownership of 6,675,413 common shares in Nano-X, equal to 8.49% of the class, according to a Schedule 13D dated October 29, 2026. He said he intends to vote against the company's proposal to increase the number of authorized common shares from 150,000,000 to 450,000,000. The proposal is scheduled to be put to a special meeting of the company's shareholders on November 18, 2026. Moalem believes the size of the increase could allow for significant additional dilution of existing shareholders' stakes. The company says the expanded authorized capacity is necessary to support operational financing.
The disclosed stake comprises 5,678,682 shares held directly by Moalem and 996,731 shares held by Tanir Corporation BVI, which he wholly owns and controls. The 8.49% figure was based on 78,609,485 shares outstanding as of August 17, 2026, according to the filing. Moalem said the shares were accumulated before and after the initial public offering and that he had not transacted in the company's shares during the 60 days before the filing. This means the disclosure details his existing holdings and his position on the proposal, not a recent purchase. The filing reported no change in the number of shares he owned during the recent prior period.
Moalem justified his position by criticizing the company's performance and its effect on shareholder value, saying he was "dissatisfied with the company's performance and the resulting impact on shareholder value." He added that he intends to discuss the company's business, strategy, financial performance and governance with management, the board of directors and other shareholders. He also said he intends to ask the company to refrain from issuing additional voting shares before the meeting's record date, set for November 2, 2026. The filing includes the possibility of proposing changes to the board or executive management, nominating directors or seeking support from other shareholders. However, he had not identified specific board nominees as of the filing date.
Nano-X says the increase in authorized shares would enable it to finance operations, including through equity and warrant offerings and its at-the-market program. Approval of the proposal would not automatically mean the additional shares would be issued; the company said it is not asking shareholders to approve any specific issuance. In the meeting materials, the company said cash, cash equivalents and deposits as of September 30, 2026, were insufficient to support its operating plans for at least one year from October 16, 2026. Cash, deposits and long-term restricted deposits totaled about $26.0 million on September 30, compared with about $60.0 million on December 31, 2025. The company linked these figures to substantial doubt about its ability to continue financing its operating plans.
The financing discussion comes as the company announced that third-quarter 2026 revenue is expected to be about $4.3 million to $4.4 million, compared with $3.4 million in the corresponding period of 2025, describing the figures as preliminary and unaudited. In the second quarter, Nano-X reported revenue of $4.2 million, versus $3.0 million in the corresponding quarter a year earlier, an annual increase of 37%. The company attributed most of that quarter's increase to the integration of Nanox Health IT. Chief Executive Officer and interim Chairman Erez Meltzer said the company had expanded its U.S. distribution network to ten partners and started patient scans at the first site in the Nanox Imaging Network in Philadelphia. This places the revenue growth figures alongside the company's stated need for additional funding for its operating plans.
The meeting materials also include a framework proposal for a reverse stock split at a ratio ranging from 1-for-20 to 1-for-50, with the board to determine the ratio and timing within 18 months after the meeting. The proposal comes as the company said Nasdaq notified it on September 28, 2026, that it did not meet the minimum bid price requirement of $1.00 per share. The initial 180-day compliance period ends on March 29, 2027. The special meeting is scheduled for November 18, 2026, when shareholders will vote on the proposal to increase authorized shares and the other proposals in the meeting materials. Moalem's request to halt the issuance of additional voting shares would be tied to the record date set for November 2.