Moshe Moalem Signs Nomination Agreement With Nano-X Imaging
Under the agreement, Jonathan Samet and Ariel Katz joined the board and Erez Alroy replaced Erez Meltzer as chairman, while Moalem accepted standstill and voting commitments.
Moshe Moalem, who holds 8.33% of Nano-X Imaging Ltd., entered into a Board Nomination Agreement with the company on Nov. 11 that placed designees on its board, according to a Schedule 13D amendment filed Nov. 12.
Under the agreement, Jonathan Samet was appointed a Class I director for a term expiring at the company's 2027 annual general meeting and Ariel Katz a Class II director for a term expiring at the 2028 meeting, the filing says. Erez Meltzer resigned as chairman and the board elected Erez Alroy to the role. Meltzer continues as chief executive officer and a director.
The agreement followed an Oct. 31 request by Moalem to add matters to the agenda of a special shareholders meeting scheduled for Nov. 18, including the election of four director candidates. The filing says that submission and its proposals were automatically withdrawn once the appointments and the chairman change took effect.
Nano-X agreed to issue revised proxy materials proposing an increase in authorized share capital of 200,000,000 Ordinary Shares, to 350,000,000, and Moalem agreed to vote for the reverse share split and revised capital proposals, the filing says. His original filing opposed an increase to 450,000,000 shares. A standstill runs until the later of the 2027 annual general meeting and Nov. 11, 2027, and restricts acquisitions that would take aggregate holdings above 24.99%, as well as proxy solicitations and director nominations.
The amendment reports 6,557,157 shares, compared with 8.49% in the Oct. 29 filing. It says the change excludes about 118,256 shares tied to an indirect economic interest and "does not reflect a sale or other disposition by the Reporting Person."