Moshe Moalem, an Israeli entrepreneur and investor, filed a Schedule 13D with the SEC on October 29, 2026, disclosing an 8.49% beneficial ownership stake in Nano-X Imaging Ltd. and stating his intent to oppose a proposed increase in the company's authorized share capital.

Key Highlights

  • Beneficial ownership: Moalem reported beneficial ownership of 6,675,413 ordinary shares of Nano-X Imaging Ltd., representing 8.49% of the class.
  • Direct and indirect holdings: He directly holds 5,678,682 ordinary shares, with an additional 996,731 shares held by Tanir Corporation BVI, a company he wholly owns and controls.
  • Share capital proposal opposed: Moalem stated he intends to vote against a proposed increase in authorized share capital from 150,000,000 to 450,000,000 ordinary shares, set for a special general meeting on November 18, 2026.
  • Record date concern: He disclosed plans to request that the company refrain from issuing additional voting shares before the November 2, 2026 record date for that meeting.
  • Dissatisfaction stated: According to the filing, "The Reporting Person is dissatisfied with the Issuer's performance and the resulting impact on shareholder value."
  • Source of funds: Shares were acquired using personal funds or through other transactions, prior to and following the company's initial public offering; no additional shares were acquired in connection with this filing.
  • Outstanding shares basis: The 8.49% figure is based on 78,609,485 ordinary shares outstanding as of August 17, 2026, as reported in the issuer's proxy statement filed with the SEC on August 18, 2026.

Moalem Discloses Activist Intent Against Nano-X Imaging Proposals

According to the Schedule 13D filing, Moshe Moalem, an Israeli citizen residing in Tel Aviv, holds a combined 6,675,413 ordinary shares of Nano-X Imaging Ltd., which is headquartered at Ofer Tech Park, Petach Tikva, Israel. Of those shares, 5,678,682 are held directly and 996,731 are held through Tanir Corporation BVI, a wholly owned and controlled entity. The filing states that Moalem possesses sole voting and dispositive power over all 6,675,413 shares, with no shared voting or dispositive power reported.

The filing identifies the primary purpose of the Schedule 13D as investment, but details a set of activist intentions. Moalem stated he intends to engage in discussions with the company's management and Board of Directors, as well as other shareholders, regarding "the Issuer's business, operations, financial performance, strategy, management, corporate governance, Board composition and other matters." He specifically indicated opposition to a proposal described in a proxy statement furnished to the SEC on October 28, 2026, which would increase the company's authorized ordinary share capital from 150,000,000 to 450,000,000 shares, ahead of a special general meeting scheduled for November 18, 2026.

The filing further states that Moalem is concerned that any share issuance immediately before the November 2, 2026 record date "could materially alter the voting composition of the meeting and dilute existing shareholders' voting influence, particularly if accompanied by arrangements or economic incentives connected with approval of the proposals." He disclosed that he may consider appropriate legal action to protect shareholder rights. The filing also notes that Moalem may nominate director candidates, submit shareholder proposals, solicit proxies, or pursue a contested election of directors, subject to applicable law, though as of the filing date he had not identified any particular candidates for Board nomination.

What Was Disclosed

Moshe Moalem disclosed an 8.49% beneficial ownership position in Nano-X Imaging Ltd. via a Schedule 13D filed October 29, 2026, and stated his intent to oppose a proposed tripling of the company's authorized share capital and to engage with management, the Board, and other shareholders on governance and strategy matters.