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424B5 EX-FILING FEES 0001795251 333-271688 true false N/A 0001795251 1 2025-11-24 2025-11-24 0001795251 1 2025-11-24 2025-11-24 0001795251 2 2025-11-24 2025-11-24 0001795251 2025-11-24 2025-11-24 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-3

NANO-X IMAGING LTD

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees Previously Paid   Equity   Ordinary shares, par value NIS 0.01 per share   (1)   457(o)       $     $ 14,999,997.60   0.0001381   $ 2,071.50
                                           
Total Offering Amounts:   $ 14,999,997.60         2,071.50
Total Fees Previously Paid:               0.00
Total Fee Offsets:               2,071.50
Net Fee Due:             $ 0.00

 

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Offering Note(s)

(1) On May 3, 2023, the Registrant filed a Registration Statement on Form F-3 (File No. 333-271593) (the “Initial Registration Statement”), which registered the offer and sale of up to 40,000,000 ordinary shares of the Registrant (the “Primary Securities”) and 4,869,909 of the Secondary Shares, of which all such securities remained unsold as of May 5, 2023, when the Registrant filed a Registration Statement on Form F-3ASR (File No. 333-271688), in connection with such securities (the “Second Registration Statement”). Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $5,230.30 of the registration fee previously paid in connection with the Initial Registration Statement in connection with the unsold Secondary Shares to offset the registration fees payable in connection with the Second Registration Statement. On July 26, 2023, the Registrant registered and sold 2,142,858 ordinary shares and warrants to purchase up to 2,142,858 of the Registrant’s ordinary shares pursuant to the Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $6,654.51 of the registration fee previously paid in connection with the Initial Registration Statement with respect to 4,285,716 unsold Primary Securities to offset the registration fees payable in connection with the sale of such securities. On April 22, 2024, the Registrant filed a post-effective amendment to the Second Registration Statement (the “Amended Registration Statement”). Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $17,565.66 of the registration fee previously paid in connection with the Initial Registration Statement in connection with the 35,714,284 of the Primary Securities (the “Unsold Securities”) to offset the registration fees that were payable in connection with the registration of securities on the Amended Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Initial Registration Statement was withdrawn as of the date of effectiveness of the Second Registration Statement. Pursuant to 457(p) under the Securities Act, the Registrant hereby applies the fees previously paid to this offering.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   Form or Filing Type   File Number   Initial Filing Date   Filing Date   Fee Offset Claimed   Security Type Associated with Fee Offset Claimed   Security Title Associated with Fee Offset Claimed   Unsold Securities Associated with Fee Offset Claimed   Unsold Aggregate Offering Amount Associated with Fee Offset Claimed   Fee Paid with Fee Offset Source
                                                         
Rule 457(p)
Fee Offset Claims   NANO-X IMAGING LTD    (1)   F-3   333-271688   04/22/2024       $ 2,071.50   Equity   Ordinary shares, par value NIS 0.01 per share     3,826,530   $ 159,398,038.30   $  
Fee Offset Sources   NANO-X IMAGING LTD        F-3   333-271688       04/22/2024                               17,565.66
                                                         

__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1) On May 3, 2023, the Registrant filed a Registration Statement on Form F-3 (File No. 333-271593) (the “Initial Registration Statement”), which registered the offer and sale of up to 40,000,000 ordinary shares of the Registrant (the “Primary Securities”) and 4,869,909 of the Secondary Shares, of which all such securities remained unsold as of May 5, 2023, when the Registrant filed a Registration Statement on Form F-3ASR (File No. 333-271688), in connection with such securities (the “Second Registration Statement”). Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $5,230.30 of the registration fee previously paid in connection with the Initial Registration Statement in connection with the unsold Secondary Shares to offset the registration fees payable in connection with the Second Registration Statement. On July 26, 2023, the Registrant registered and sold 2,142,858 ordinary shares and warrants to purchase up to 2,142,858 of the Registrant’s ordinary shares pursuant to the Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $6,654.51 of the registration fee previously paid in connection with the Initial Registration Statement with respect to 4,285,716 unsold Primary Securities to offset the registration fees payable in connection with the sale of such securities. On April 22, 2024, the Registrant filed a post-effective amendment to the Second Registration Statement (the “Amended Registration Statement”). Pursuant to Rule 457(p) under the Securities Act, the Registrant applied $17,565.66 of the registration fee previously paid in connection with the Initial Registration Statement in connection with the 35,714,284 of the Primary Securities (the “Unsold Securities”) to offset the registration fees that were payable in connection with the registration of securities on the Amended Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Initial Registration Statement was withdrawn as of the date of effectiveness of the Second Registration Statement. Pursuant to 457(p) under the Securities Act, the Registrant hereby applies the fees previously paid to this offering.