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OpcoInititationReport-September15.pdf

EQUITY RESEARCH

INITIATION OF COVERAGE

Suraj Kalia, CFA 212-667-5387 [email protected]

Mike Ott, CFA 312-360-5947 [email protected]

Disseminated: September 15, 2020 06:00 EDT; Produced: September 15, 2020 05:59 EDT

September 15, 2020

Stock Rating:

PERFORM 12-18 mo. Price Target NA NNOX - NASDAQ $49.21

3-5 Yr. EPS Gr. Rate NA 52-Wk Range $66.67-$20.26 Shares Outstanding 44.8M Float 30.8M Market Capitalization $2,202.4M Avg. Daily Trading Volume NA Dividend/Div Yield NA/NM Book Value $1.36 Fiscal Year Ends Dec 2020E ROE NA LT Debt $0.6M Preferred NA Common Equity $40M Convertible Available No 52-week range since 8/20/2020 IPO.

Revenue ($/mil) Q1 Q2 Q3 Q4 Year Mult.

2020E 0.0A 0.0A 0.0 0.0 0.0 NM 2021E 0.0 1.0 2.8 7.5 11.4 NM 2022E 13.4 21.0 33.2 47.1 114.7 NM 2023E -- -- -- -- 171.2 NM EPS GAAP Q1 Q2 Q3 Q4 Year Mult.

2020E (0.26)A (0.21)A (0.13) (0.13) (0.66) NM 2021E (0.09) (0.25) (0.29) (0.34) (0.97) NM 2022E (0.13) (0.26) (0.23) (0.17) (0.78) NM 2023E -- -- -- -- (0.24) NM

Oppenheimer & Co Inc. 85 Broad Street, New York, NY 10004 Tel: 800-221-5588 Fax: 212-667-8229

For analyst certification and important disclosures, see the Disclosure Appendix.

Stock Price Performance

1 Year Price History for NNOX

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Company Description Nano-X Imaging Ltd. develops medical imaging systems, both hardware (Nanox.ARC) and software (Nanox.CLOUD), utilizing a unique cold cathode technology.

Suraj Kalia, CFA Mike Ott, CFA: 212-667-5387 312-360-5947

HEALTHCARE/MEDICAL DEVICES

Nano-X Imaging Ltd. Disruptive Play in Digital X-rays; Initiating with Perform SUMMARY Nano-X Imaging, based in Israel, is building on Sony's previous efforts in field-emission flat-panel display technology, and adapting the MEMS-based cold-cathode technology to X-ray diagnostics. This approach "could" potentially disrupt the X-ray imaging space by: 1) mitigating issues with traditional heat-based X-ray filament technology, potentially providing better resolution at lower radiation, and 2) introducing an MSaaS (Medical Software as a Service) subscription model in lieu of high up-front cap-ex. Nano-X (Nanox) boasts nine signed MSaaS contracts backed by letters of credit, totaling 5,150 units over the next three to four years, thereby ensuring a revenue stream in various geographies at $14/scan. The technology is exciting; however, prudence dictates we recognize execution risk inherent in any early-stage company. Hence, our initial Perform rating.

KEY POINTS

■ Global X-ray Market: X-rays are the preferred modality in ~70% of the millions of diagnostic scans/year worldwide. The global X-ray scanning market is estimated to be ~$22B, with medical diagnostics constituting ~52%, growing at a 4-5% y/y clip, and the industrial segment growing at 8-10%. GE, Philips, Siemens, Toshiba, Hologic, etc. dominate the medical diagnostics space.

■ Traditional Thermionic X-ray Technology: X-rays generated by the traditional thermionic tungsten-based filament heating process are the current industry standard, having undergone refinement over the last 100 years. Despite inherent process limitations such as excess heat, longer radiation exposure times, motion artifacts, cost, etc., the industry has adapted well, and in fairness, thermionic emission has been well-validated in critical applications such as oncology.

■ Nanox's Cold-Cathode Field Emission Technology: The promise of cold- cathode X-rays resides in digital toggling for field emission with no heat, increasing photon flux density, thereby improving image quality at lower exposure times. Nanox has applied for US 510(k) clearance for its single-source X-ray. Logic dictates the FDA will require small studies for CT/3D breast tomosynthesis use.

■ Execution Risk: Execution risk is key with this story given the technology's early-stage nature. While exciting, it has yet to be validated in real-world settings. Consistent manufacturing must be demonstrated. Workflow logistics to implement guaranteed contracts must be worked out. Consistent outcomes must be showcased, and validation vs. thermionic systems shown. All this takes time.

■ Valuation: Different system configurations such as CT, 3D breast tomosynthesis, etc. all present different complexities. For example, electron emission reliability in cold-cathode needs to be coupled with a good detector and software, and "system fine-tuning" will be needed. Our pro forma models, therefore, heavily discount forward revenues dictated by guaranteed contracts, in part to reflect execution risk.

5-YEAR PRICE PERFORMANCE

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NNOX

Source: Bloomberg

INVESTMENT THESIS

Nano-X is building on Sony's previous efforts in field-emission flat-panel display technology, and adapting MEMS-based cold- cathode technology to X-ray diagnostics. NNOX is attempting to fundamentally disrupt the X-ray imaging space: 1) alleviate traditional issues with heat-based X-ray filament technology, potentially providing better resolution at lower radiation; and 2) introduce an MSaaS (Medical Software as a Service) subscription model in lieu of high upfront cap-ex. Nanox boasts nine signed MSaaS contracts backed by LOCs, totaling 5,150 units over next 3-4 years for commissioning in various geographies at $14/scan. The technology is exciting; however, prudence dictates that we recognize the execution risk inherent in any early-stage company. Hence our initial Perform rating.

BASE CASE ASSUMPTION ■ Commercial contracts perform as intended. ■ 510(k) clearance requires no significant new testing. ■ Mass production starts in 2H21.

CATALYSTS ■ FDA 510(k) clearance. ■ Additional contract signings.

UPSIDE SCENARIO ■ Commercial contracts perform better than expected. ■ 510(k) clearance requires no new testing. ■ Mass production starts before 2H21.

DOWNSIDE SCENARIO ■ Commercial contracts perform worse than expected. ■ 510(k) clearance requires significant new testing. ■ Mass production starts after 2H21.

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Table of Contents Investment Thesis 4

Company Overview 7

Product Portfolio 7

Regulatory 10

Market Opportunity 14

Electron Emission in X-rays—A Primer 16

CNT Cold Cathode X-Ray Technology 34

Nanox Technology—A Primer 38

Potential Benefits of Nanox MEMS X-ray technology 41

Intellectual Property 44

Competition—Cold Cathode 45

Competition—Thermionic Cathode 48

Analysis of Contracts 49

Financials 52

Management 56

Valuation/Risks 57

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Investment Thesis

Diagnostic X-Ray Market Is Large and Concentrated

The global X-ray market, both in medical diagnostics and industrial screening, is

estimated to be ~$22B worldwide, with the medical segment constituting ~52% of overall

sales. The industrial X-ray screening market, including segments such as airport and

baggage screening, as well as non-destructive testing for product testing and E&P

applications, continues to grow at a healthy 8–10% year/year clip worldwide due to robust

demand in de novo geographies. At the same time, the medical diagnostics segment is

relatively well established and is predominantly a replacement market in developed

nations, growing at a 4–5% clip. We estimate ~60–70% of all medical diagnostic scans

worldwide are done using X-rays. While there has been a gradual shift worldwide from

analog to digital X-rays, the industry by and large is still driven by heavy cap-ex spend,

and fundamental issues with work logistics given limitations of technology. A core

component of X-ray scanners is the tube, which is based on a thermionic electron

emission process as described later in this report. This process, while well-established

over the last 100 years, inherently creates issues with poor efficiency, sub-optimal

workflow management, shorter equipment life-span due to tube burnout, and artifacts

introduced in image analysis due to motion introduced by the X-ray source. For these very

reasons, a sub-sector has sprung up over the last 10–15 years that caters to system

components given the wear and tear associated with inherent technology limitations.

However, so far, there hasn’t been a credible alternative to alleviate some of the

technological issues in the field, and the landscape continues to be dominated by players

like GE, Siemens, Philips, and Toshiba, among others. Aggregate pricing for traditional,

thermionic emission-based X-ray systems is ~$60,000-$2.2M, depending on the

application. Barriers to entry are high, but not insurmountable.

Nanox Cold-Cathode Technology Presents a Paradigm Shift

The promise of a cold cathode that delivers an “easily tunable” and relatively more robust

electron emission profile, leading to greater photon flux density during each X-ray image

shoot, therefore reducing radiation exposure and improving device life, has been the holy

grail for many years. Nano-X (Nanox), albeit in the early stages of its life cycle, is

attempting to fulfill this promise with its MEMS-based nanocone technology using

molybdenum as a source material. This MEMS device (Nano Spindt) was part of the flat

panel display made by Sony, before it was abandoned in 2011. Nanox’s key employees

were part of this R&D process, and have since morphed the technology for application

into X-ray diagnostics. The underlying premise of Nanox’s technology is relatively

straightforward—a proprietary manufacturing process on 300mm silicon wafers that yields

100 chips/wafer. Each chip has millions of thin film-etched and chemical vapor-deposited

molybdenum nanocones. Each nanocone is capable of individually being “triggered” to

emit electrons using digital toggling, and the resultant electrons are accelerated through

vacuum under 40–120 kVP. Preliminary testing is suggesting a higher photon flux density

of X-rays, therefore “potentially” reducing radiation/scan exposure and alleviating issues

with tube burnout.

At the same time, Nanox is configuring its system to implement “multiple” X-ray sources

into a single device, for example in 3D digital breast tomosynthesis, in an attempt to get

rid of artifacts introduced into images because of X-ray source motion in different planes.

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Nanox claims that the core technology has had 20,000 hours of operation life-cycle testing

in a glass substrate. If the platform can receive regulatory clearance, can be reliably

manufactured at acceptable yields, and can provide consistent images over prolonged

use, then Nanox “potentially” could present one of the biggest disruptions in the global X-

ray scanning space.

However, Nanox Will Have to Navigate Numerous Challenges

The biggest challenge to any disruptive technology is inertia in the marketplace. Nanox

has to go through numerous hurdles to realize the potential of its cold-cathode technology.

For starters, the company is relatively early in its life cycle, and critical real-world

experience with this technology is lacking. The Nanox.ARC system will have to be reliably

manufactured at acceptable yields, and quality control will be critical prior to launch. The

company can manufacture the core X-ray tubes at COGS that are orders of magnitude

smaller than those of traditional thermionic tubes. Hence, yield might not be that important

in the initial stages. Thereafter, the actual performance characteristics of each tube will

need to be validated. Per company reports, the Nano Spindt has been tested for 170

hours using a glass tube, and more recently, the company has been evaluating the use of

a ceramic tube base to allow for functionality in CT scanners. Durability of performance in

life-cycle testing will be critical.

Nanox, has to its credit, signed numerous guaranteed contracts with various third parties

to operate its Nanox.ARC and Nanox.CLOUD system in various geographies for $14/scan

for 7 scans/day at 23 days/month. These contracts are initially designed to allow for

penetration in geographies where hand-to-hand combat with the big players will be

avoided. This subscription model is intriguing on many levels, not the least of which is the

apparent ripple effects it can send through the industry. Finally, we note the most obvious

. . . cold cathode technology has been tried in the past, mostly in the form of carbon

nanotubes (CNTs). CNTs have not had a promising history, much of which is presumably

due to the method of manufacturing which could result in not-reliable product in the field.

By our estimate, over $1.2B has been spent on various efforts in cold-cathode

technologies over the last 15 years (mostly in flat panel displays for television, though). If

Nanox is able to successfully adapt this technology originally intended for flat-panel

displays into X-ray diagnostics, it would represent a game-changer in the space, we think.

Financial Assumptions

While the company has its own internal pro forma assumptions based on a certain

interpretation and expectation of launch dates and commercialization, we believe it is

prudent to be on the conservative side, especially given the inherent execution risks in

Nano-X’s early-stage nature. The contracts guaranteed by letters of credit (LOCs) are a

positive, but we believe our 50–60% discount from company expectations is prudent

given:

 Real-world validation will need to be performed

 Expectation is that it will take 45-days to commission a system

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 How does the Nanox CLOUD work? Is there a workaround? How reliable will the

Nanox CLOUD be?

 The logistics of who will do the scans (preventative or otherwise) need to be

worked out. At the same time, how do you contract with local radiologists (or

otherwise remote radiologists) to do the readouts? How do you ensure liability

risk is adequately managed?

 The contracts specifically call for 7 scans/day for 23 days/month. How does the

credit enforcement mechanism work if a particular center falls short of these

metrics?

 How does revenue recognition happen when any covenants/minimum amounts

get tripped?

 What happens in the event of a default?

Valuation

We are initiating coverage of Nano-X Imaging with a Perform rating. Nano-X’s MEMS-

based cold-cathode digital X-ray technology represents a potentially disruptive play in the

medical diagnostics and industrial screening sector. Cold-cathode technology has long

been thought to mitigate some of the traditional issues with conventional X-ray machines

that use thermionic emissions at the core, issues such as heat generation, device lifetime,

lower throughput, and image artifacts due to source motion. Preliminary evidence

presented by Nano-X is encouraging, with phantom images suggesting equivalent or

better images than conventional predicate devices on the market. However, the company

is in the early stages of its life cycle, waiting on 510(k) clearance, and then implementing

manufacturing and subsequent launch. Hence, prudence mandates conservatism in our

modeling outlook. The stock has more than tripled since its August 2020 IPO, which leads

us to a Perform rating.

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Company Description Nano-X Imaging, based in Israel, is an emerging company in the digital X-ray diagnostics

space. The company has developed the Nanox.ARC 3D Tomosynthesis system using its

cold-cathode electron emission technology, and has recently negotiated contracts with

various third parties in key geographies around the world for the deployment and

utilization of its digital X-ray systems. The company is a relative startup, and is awaiting

510(k) clearance for its system, which should help it jump-start regulatory discussions

around the world. Nano-X’s value proposition is in “potentially” providing a digitally

controlled, X-ray generation mechanism (similar to flat panel TV displays) that can be

used for medical diagnostics and industrial X-ray screening. The real-world validation of

this technology still has to be conducted, but if successful, Nano-X “could” disrupt the

global X-ray market by providing a “better” X-ray source, all while eliminating up-front

capital sales by implementing its MSaaS subscription model which allows for a per-scan

fee for the end-user. The company currently employs 27 people, primarily in Israel, and is

heavily dependent on third-party contracts to implement the necessary sales and

marketing.

Product Portfolio Nano-X’s core technology has its roots in field emission display (FED) technology. FED

technology was originally developed by Sony with other technology partners, for television

screens and monitors, offering a novel way of lighting screen pixels compared to

traditional cathode-ray tubes that were based on a one-source electron gun beam. The

FED innovation used multiple nano-scale electron guns to achieve a much higher quality

image with significantly reduced motion blur effects. In 2009, after having invested

substantial resources in the development of this technology for over a decade including

through a joint venture called Field Emission Technologies, Inc. (FET), Sony ceased

development of the project. In 2009, FET dissolved and transferred certain assets to FET

Japan Inc. Scientists from FETJ use this expertise to develop non–display-related

applications, including Nanox’s X-ray source technology. From 2011 onward, Nanox spent

eight years developing a cold-cathode digital X-ray source for the medical imaging

industry that could be produced on a commercial scale.

Exhibit 1. Nanox.ARC

Source: Company Reports

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The first configuration of the Nanox System is supposed to be a 3D Tomosynthesis

system with two integrated components—hardware (Nanox.ARC) and software

(Nanox.CLOUD). Nanox has developed a prototype of the Nanox.ARC, which integrates

its cold-cathode X-ray source. This X-ray source is a MEMs-based semiconductor cathode

that achieves electron emission by a non-thermionic low-voltage trigger to approximately

100 million nano-scale molybdenum cones that act as multiple electron “guns,” instead of

a single heated filament. The cathode is housed in a customized X-ray tube.

Exhibit 2. In order: Close-up of MEMS silicon board; Cold cathode tube

Source: Company Reports

Subject to receiving regulatory clearance, the first version of the Nanox.ARC that the

company expects to introduce to the market is a 3D tomosynthesis imaging system that

produces a 3D reconstruction of the scanned human body part, as illustrated in the image

in the previous exhibit. The Nanox.ARC, using the cold cathode X-ray source, is being

designed to produce partial and full-body scans, with remote operation capability, and to

have a full kVp/mA energy throughout range as per industry standards, multi-spectral

imaging range, as well as quiet operation, cloud connectivity and standard compliance

safety mechanisms. It is being designed for easy setup and operation with multiple

stationary X-ray tubes arranged around the patient. The substantial majority of operational

software used to run the Nanox.ARC will be cloud-computing based and integrated with

the Nanox.CLOUD.

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Exhibit 3. Nanox Workflow

Source: Company Reports

Nanox expects to be able to offer the Nanox System for a substantially lower cost than

existing medical imaging systems, which fits its strategy of making early-detection medical

imaging systems more accessible globally. The company is laying the groundwork for

multiple system configurations for applications ranging from run-of-the-mill applications

such as broken bones and chest X-rays to more sophisticated ones such as CT scanning

and 3D breast tomosynthesis. Admittedly, the technology is still in the development stage

and has not been cleared by the FDA, but the argument of removing motion blur with

multiple X-ray sources that utilize a cold cathode rather than a single thermionic X-ray

source, digital switching of electron emission with potentially greater photon flux density,

all on a subscription-based approach is intriguing, in our view. “Assuming” this

development program can be commercialized in a reliable manufacturing way, it is not too

far-fetched to envision a rapid adoption of such a technology in new geographies and new

sockets around the world.

A key component of Nanox’s strategy is the MSaaS model (Medical Software as a

Service) wherein the end-user is charged on a per scan basis. This has two real-world

implications—1) By eliminating the up-front capital expense component, Nanox presents a

compelling economic rationale for quick initial adoption, especially in underserved areas.

2) By allowing for a new technology to be adopted relatively quicker, it allows for

“validation” vs. established modalities such as thermionic emission X-rays. The MSaaS

model is based on a $14/scan net to Nanox, with a minimum of 7 scans/day for 23

days/month for regional exclusivity. As we explain later in this report, Nanox has signed

guaranteed minimum contracts with various third parties based on a certain schedule of

unit placements and scans/month. Implementing an MSaaS model would, in our view, be

the first of its kind in an industry that relies heavily on capital equipment sales. Hence,

Nanox’s technology presents an intriguing opportunity for mass disruption, if and when it

can be reliably manufactured and real-world tested in the field.

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Regulatory (Source: Company Reports)

Nanox has applied for 510(k) clearance from the FDA for the single source X-ray system

via a third-party reviewer. The company states that it does not believe that the Nanox

digital X-ray source will require regulatory approval or clearance because it falls within a

category of radiology vacuum tubes converting electrical input power into X-rays that

utilize the same energy levels, radiation types, and throughputs as already existing and

approved X-ray tubes applied in a wide range of radiology medical procedures. As a

result, Nanox expects that there will be no novel claim or methodology related to the X-ray

radiation produced by the digital X-ray source. In addition, Nanox claims that it does not

believe that the Nanox.CLOUD will require regulatory approval or clearance because it will

utilize software modules already cleared by the FDA for purposes of image transfer,

upload, display and review. As a first step, Nanox submitted a 510(k) application to an

Accredited Review Organization under the Third Party Review Program in January 2020

to seek clearance of a medical imaging system that incorporates a single digital X-ray

source. The submission was based on a predicate filing for an equivalence claim to an

existing FDA-approved X-ray imaging system by another market participant.

Exhibit 4. In order: Phantom image comparison using Nanox system; Philips system

Source: Company Reports

Because the digital X-ray source incorporated into the Nanox system generates X-ray

radiation that is measurably identical in all key characteristics to the X-ray radiation

generated by the analog X-ray source incorporated into existing FDA-cleared X-ray

imaging systems, Nanox made no new claims as to the operation, image quality, or

functionality of this system versus the predicate device. As part of the review process, in

March 2020, Nanox received an additional information request, referred to as a major

deficiency letter (MDL), from the Review Organization. The request, among other things,

required the company to provide additional data and other information to complete the

application and to address certain deficiencies highlighted by the reviewer, including the

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results of certain performance tests. In response to the feedback received from the

Review Organization, Nanox conducted additional product testing and is expect to submit

the results from these tests, along with its response, in 3Q20. The original timeline for

completing the application was delayed due to the impact of COVID-19 on the external

labs on product testing. Nanox will continue to optimize and develop further features of the

Nanox.ARC, and plans to submit an additional 510(k) application under the Third Party

Review Program with respect to the multiple-source Nanox.ARC during 4Q20, which, if

cleared, will be the commercial imaging system. To date, Nanox indicates that it has not

obtained feedback from the FDA regarding the regulatory pathways for any of its product

candidates. The regulatory timeline expectations are shown in the exhibit below.

Nano-X filed a Form 6-K on 9/10 which states, “On September 3, 2020, NANO-X

IMAGING LTD (the “Company”) submitted its official response to an accredited Review

Organization under the U.S. Food and Drug Administration’s (“FDA”) 510(k) Third Party

Review Program (the “Third Party Review Program”) as part of the Company’s 510(k)

application process for a single-source version of the Nanox.ARC. The submission served

as a reply to the additional information request received from the Third Party Review

Program. The response includes additional data and other information to complete the

application and to address certain deficiencies highlighted by the reviewer, including the

results of certain performance tests, and was submitted within the required time frame.

The company submitted its original 510(k) application under the Third Party Review

Program in January 2020 and received the additional information request in March 2020.

The submission was based on a predicate filing for an equivalence claim to an existing

FDA-approved X-ray imaging system by another market participant, and no new claims

were made as to the operation, image quality or functionality of the Nanox.ARC versus the

predicate device. The company’s original timeline for completing the application was

delayed due to the impact of COVID-19 on the external labs it works with to complete its

product testing. Nano-X plans to continue to optimize and develop further features of the

Nanox.ARC, and plans to submit an additional 510(k) application under the Third Party

Review Program with respect to the multiple-source Nanox.ARC during the fourth quarter

of 2020. The information contained in this report is hereby incorporated by reference into

the Registration Statement on Form S-8, File No. 333-248322.”

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Exhibit 5. FDA Regulatory timeline

Source: Company Reports

Key to the Nanox story will be the life-cycle testing and real-world performance that will

result with the steps that are being taken currently. We detail here key components of the

testing and performance characteristics that the company is currently undertaking. It is our

understanding that the 510(k) submission will have various components of this testing

package:

 There are two types of tube materials being evaluated; one is an off-the-shelf Hitachi

glass tube with the Nanox X-ray source. The newer version is the ceramic tube being

jointly developed with Vatech, a Korean company with deep expertise in ceramic high

efficiency tube manufacturing. These ceramic tubes are designed to withstand

10kVP–120kVP.

 Manufacturing yields currently are ~50-60%. The company’s Japanese partner at the

University of Tokyo is processing 10–20 wafers/month. Each wafer generates ~100

chips. Yield currently is ~50 – 60%. Thus, the company is averaging ~500 X-ray

sources/month. Assuming each Nanox system utilizes 5–6 X-ray sources, and there

is a 10–20% yield loss from system assembly, the math suggests each wafer is

capable of yielding 5–7 Nanox systems. Stated otherwise, current manufacturing

capacity is ~50–140 systems/month, and the Japanese partner has been

manufacturing for the last few months (exact amount of inventory unclear to us).

 Nanox utilizes VIVIX-D 1717G Detector for its final product configuration, including

power supply sources, PLC controllers, and currently Foxconn is responsible for

sourcing these parts. However, given the uncertainties around COVID-19, Nanox will

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be assembling the first 60 systems in Israel, and then move to Foxconn. Full mass

production is expected in 2H21.

As part of the 510(k) submission, Nanox is required to submit life-cycle testing, which it

contends is sufficient for regulatory clearance. As we understand it, the silicon-based

MEMS device inside the X-ray tube was tested for 170 hours of operation on prototype

tubes. The company has also performed additional tests for longer times on a different

customer tube for 1,000 hours. Nanox is planning on lifecycle testing with a new ceramic

tube. The manufacturing method produces system architecture completely different than

CNT-based cold-cathode technology since the similarity of the nanocones and the sheer

number of nanocones allow for redundancy in the electron emission sources. Based on

internal testing conducted by the company, there is some level of degradation seen in the

signal over time (although not clear to us after what time), and this requires compensation

with the gate voltage. The system continuously measures the current level at the anode,

and degradation in current level triggers a 0.1–0.5V adjustment in gate voltage to maintain

consistency.

Exhibit 6. One Sample Life-Cycle Testing Configuration

Source: Company Reports

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Market Opportunity The main categories of current medical imaging systems with which Nanox expects to

compete are CT, mammography, fluoroscopy, angiography, and dental. The market

opportunity comparison is somewhat complicated given that current sources utilize analog

thermionic X-ray systems. The global market, defined as the sum total of capital sales and

services, is estimated to be ~$22B, with the medical diagnostic X-ray market constituting

~52%, and growing at a CAGR of ~4–5% y/y. The industrial segment is currently

estimated to grow at a CAGR of ~8–10%. The US constitutes the largest market in the

medical segment, and is for the most part, a replacement market.

Exhibit 7. In order: Worldwide X-ray market; Geographic Split of Medical Diagnostic X-ray market; Split within Medical X-ray market

Source: Oppenheimer and Co., estimates

Latin America US EMEA APAC

Medical Industrial

Mammography CT Dental Fluoroscopy

Geographic Split in Medical Diagnostic X-ray market

Split in Medical Diagnostic X-ray market by modality

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A key component to market analysis is the split within the medical diagnostics X-ray

market between the various players, since it defines the strategy that newcomers like

Nanox will be adopting. Nanox’s technology “could” be disruptive on three different

fronts—1) its MEMS-based digital X-ray machine “could” be the first of its kind for mass

deployment, if manufacturing, and real-world testing validate what initial results seem to

be suggesting (post regulatory clearance, of course); 2) the company’s MSaaS

subscription model would be the first of its kind that we know of that “could” upend this

intense “capital sales” and heavy up-front cap-ex model; 3) finally, Nanox is attempting to

make its technology available to larger strategic partners for key applications in various

geographies based on an exclusivity model, for an up-front fee and a 5% or so royalty fee

on future sales. This approach is designed to short-circuit any copycat approaches, and

hopefully jump-start mass-scale adoption while reducing the sales and market investment

needed to “push” this product into the market.

Exhibit 8. Medical Diagnostics X-ray Market Shares Worldwide

Source: Shimadzu Corporation

Siemens Philips GE Toshiba Shimadzu Other

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Electron Emission in X-rays—A Primer (Source: Parmee et al., Nano Convergence, Vol 1, 2014; Fred Huffman, Encyclopedia of

Physical Science and Technology, 2003; Zhu et al., Micromachines, Vol 8, 2017; etc.)

Fundamental to almost all commercial X-ray sources is a source of electrons. Emitted

from a cathode, these electrons are directed in a high vacuum toward an anode to which a

positive voltage is applied. Emission of electrons will occur from a metal surface when

subjected to a high electric field. To stimulate appreciable electron emission the electrons

must either be excited from the Fermi level over the potential barrier, or tunnel through the

potential barrier. This gives rise to three principal forms of electron emission;

photoemission (PE), thermionic emission (TE), and field emission (FE).

Photoemission (PE)

PE occurs where the metal is irradiated with an optical source: where the wavelength is

selected such that it defines an energy greater than the work function (Φ) of the emitter,

which typically lies in the ultraviolet range. As a result, electrons are excited and pass over

the potential barrier. PE electron sources have a low efficiency. Much of the incident

optical radiation is absorbed in the bulk material of the emitter with only a small proportion

of the photon population contributing to direct emission. Although PE sources have the

potential to achieve extremely fast response rates, and correspondingly high bandwidths,

PE has gained very little traction in most electron emission applications as only very low

emission currents are possible.

Thermionic Emission (TE)

X-ray tubes, both for medical and for industrial applications, can essentially be thought to

be a form of energy converter. A typical X-ray tube receives electrical energy and converts

it into two other forms—X-ray radiation and heat. The heat is an undesirable byproduct.

The science of X-ray tube production focuses on maximizing the production of X-rays and

dissipating heat as quickly as possible. From a simplistic perspective, a typical X-ray tube

is a vacuum tube that has two principal elements—a cathode and an anode. As the

electrical current flows through the tube from the cathode to the anode, electrons undergo

energy loss, which results in generation of X-rays. A cross-sectional view is shown in the

following exhibit.

Cathode Assembly

A typical cathode assembly consists of the filament, focusing cup, and associated wiring.

The filament is a small coil of thin corrugated tungsten wire. This is where electrons for X-

rays are emitted. Some tubes can have two filaments to allow for a greater variety of

exposures.

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Exhibit 9. In order: Typical X-Ray Tube; Typical Cathode Assembly

Source:http://whs.wsd.wednet.edu/faculty/busse/mathhomepage/busseclasses/radiationphysics/lecturenotes/chapt

er6/chapter6.htm

The basic function of the cathode is to expel the electrons from the electrical circuit and

focus them onto a well-defined beam at the anode. At any given instant of time, only one

filament is designed to work. Smaller filaments are designed to be used with relatively

small parts while larger filaments are used when larger body parts are being X-rayed. The

structure which supports the filaments is known as the focusing cup. It is designed and

shaped so that when the X-ray machine is powered up, electrons will literally boil off the

filament. It glows white hot, and electrons hover around the filament in a space charge

until the moment of exposure, and then they accelerate very rapidly toward the anode

which is not far away. This process is called thermionic emission. Thermionic emission

occurs when the technologist begins to make an exposure by pressing the “ready” button

on the machine. This action initiates the boost phase, which in turn helps “concentrate” the

electron stream in a pre-determined area on the anode target area known as the focal

spot. The filament has its own circuit powered by a relatively low voltage and 4–6A circuit.

The shape of the focusing cup and the resultant projectile electron beam become critically

important in X-ray tube design. As can be seen below, in the first cup design, electrons

repulse each other, and as soon as they leave the structure, they tend to spread out. This

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would not be conducive to good X-ray production. The spread of electrons occurs

because the focusing cup is not negatively charged. In the second instance, the focusing

cup is negatively charged. This charge then forces the electrons together as they exit the

cathode structure, thereby ensuring that the electron stream does strike the focal spot in a

relatively tight area.

Exhibit 10. Focusing Cup in X-Ray Tube

Source:http://whs.wsd.wednet.edu/faculty/busse/mathhomepage/busseclasses/radiationphysics/lecturenotes/chapter6/chapter6.htm

The anode is the other key component with which X-ray radiation is produced. It is a

relatively large piece of metal that connects to the positive side of the electrical circuit. The

anode has two primary functions: 1) to convert electronic energy into X-rays, and 2) to

dissipate the heat created in the process. The material for the anode is selected

specifically to enhance these functions. The ideal situation would be if most of the

electrons created X-ray photons rather than heat. The fraction of the total electronic

energy that is converted into X-ray radiation (efficiency) depends on two factors: 1) the

atomic number (Z) of the anode material and the energy of electrons. Most X-ray tubes

use tungsten, which has an atomic number of 74, as the anode material. In addition to a

high atomic number, tungsten has several other characteristics that make it suited for this

purpose. Tungsten is almost unique in its ability to maintain its strength at high temps, and

it has a high melting point and a relatively low rate of evaporation. In recent years, an alloy

of tungsten and rhenium has been used as the target material but only for the surface of

some anodes. The anode body under the tungsten rhenium surface on many tubes is

manufactured from a material that is relatively light and has good heat storage capability.

The use of molybdenum as an anode base material is primarily in mammography

applications, since its atomic number (Z = 42) produces characteristic X-ray photons with

energies suited for this particular application.

Most anodes are shaped as beveled disks and attached to the shaft of an electric motor

that rotates them at relatively high speeds during the X-ray production process. The

purpose of anode rotation is to dissipate heat. Not all anode rotation though is involved in

heat production. The radiation is produced in a very small area on the surface of the

anode known as the focal spot. The dimensions of the focal spot are determined by the

dimensions of the electron beam arriving from the cathode. In most X-ray tubes, the focal

spot is approximately rectangular. In general, small focal spots produce less blurring and

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better visibility of detail, and large focal spots have greater heat-dissipating capacity. Focal

spot size is one factor that must be considered when selecting an X-ray tube for a

particular application. Tubes with small focal spots are considered when high image

visibility of detail is essential, and the amount of radiation needed is relatively low because

of small and thin body regions as in mammography. Most X-ray tubes have two focal

spots (small and large), which can be selected by the operator according to the imaging

procedure.

Exhibit 11. Angle of Target and Focal Spot Creation in a Dental X-ray Tube

Source: https://pocketdentistry.com/1-physics/

In general, the distance between the cathode and the rotating anode disc is very small.

This is designed this way to ensure that the projectile electron stream has a reasonably

good chance of arriving at the anode in a relatively tight pattern. If the electrons were

permitted to spread out, then the X-ray production process would become very inefficient.

As can be seen in the exhibit above, two operating conditions influence the X-ray

production process. The number of electrons that are released will directly influence the

number of X-rays that are generated and therefore the dose of radiation also. While these

diagrams show just a few electrons, the reality is that there are countless billions of

electrons that are typically released during any exposure. This diagram shows how a low

mA will result in fewer X-rays being produced and a high mA will result in a greater

number of X-rays.

The anode is attached to a cylindrical part known as the “rotor.” The rotor is actually part

of a motor that is made to rotate at very high speed. In most X-ray tubes, the revolutions

per minute is usually at 3,200 for standard technique settings, however if the technologist

selects exposure factors that are considerably larger and therefore very hot, then the rotor

can rotate at a much greater speed exceeding 5,000 rpm. The rotation of the anode

ensures that not any one spot will receive successive pulses of electrons. If there was no

rotation, then it is very likely that the anode face would be damaged due to high heat. It is

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important to note that the metal used for producing X-rays must not only have good

thermal qualities, but must also be able to easily produce X-rays. To ensure that the

projectile electrons have an excellent probability of X-ray production, the atoms must have

a high atomic density or a good concentration of electrons. Tungsten is an excellent metal

for this. This increases the probability of “brems” and characteristic radiation. It has a very

high melting point and can dissipate its heat by radiating it out through the glass.

The focal spots which are embedded in the rotating anode disc are angled in such a way

that when the electrons strike the anode focal track, the angle makes it easier for the X-

rays to be emitted in a downward direction. While the projectile electrons do not “bounce”

away from the target, the angle at which it is positioned allows more X-rays to be directed

toward the image receptor or film. The actual dimensions of a typical focal spot may be 1

mm X 2 mm along the focal track; however, depending on the angle of the anode face,

this will change the appearance of the focal spot as seen from below or where the X-ray

image receptor is positioned. The anode angle and the resulting appearance of the focal

spot as it would appear from the image receptor are known as the “Line Focus Principle.”

As the angle decreases, machine operators actually see less of the focal spot dimensions,

and this will actually enhance the recorded details on the image. In general, the smaller

the focal spot is, either real or as changed by the line focus principle, the better the detail

will be on the finished image.

Exhibit 12. Actual vs. Effective Focal Spot in X-Rays

Source: https://rrcmrt.wordpress.com/2012/06/30/line-focus-principle/

The third key component in an X-ray tube is the envelope. The anode and the cathode are

contained in an airtight enclosure, called the envelope. The envelope and its contents are

often referred to as the tube insert, the part of the tube that has a limited lifetime and can

be replaced within the housing. The majority of X-rays have glass envelopes, although

tubes for some applications have ceramic and metal envelopes. The primary function of

the envelope is to provide support and electrical insulation for the anode and cathode

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assemblies and to maintain a vacuum in the tube. The presence of gases in the X-ray

tube would allow electricity to flow through the tube freely, rather than the electron beam

only. This would interfere with electron beam production and possibly damage the circuit.

The housing, on the other hand, provides several functions in addition to enclosing and

supporting the other components. It functions as a shield and absorbs radiation, except for

the radiation that passes through the window as a useful X-ray beam. Its relatively large

exterior surface dissipates most of the heat created within the tube. The space between

the housing and insert is filled with oil, which provides electrical insulation and transfers

heat from the insert to the housing surface.

X-Ray Tube Design—A Complex Balance

X-ray tube design is a complex balance between materials chemistry and

thermodynamics. In addition to enclosing and supporting other components, the X-ray

tube also functions as a shield and absorbs radiation, except for radiation that passes

through the window as the useful X-ray beam. Its relatively large exterior surface

dissipates most of the heat created within the tube. The space between the housing and

the insert is filled with oil, which provides electrical insulation and transfers heat from the

insert to the housing surface. Different applications have different design requirements.

Different customers have different requirements. In CT imaging for example, clinicians

want crisper images at faster speeds. The CT scanner should be able to provide a high

throughput without breaking down. An industrial X-ray scanner at an airport does not have

such stringent requirements. The intricate knowledge needed to make these tubes, and

make them in an economically efficient manner, makes this space an interesting one.

Here are the intricacies that go into X-ray tube design (in no particular order):

X-Ray Circuit

The energy used by the X-ray tube to produce X-ray radiation is supplied by an electrical

circuit as illustrated below. The circuit connects the tube to the source of electrical energy

that in the X-ray room is often referred to as the generator. The generator receives

electrical energy from the electrical power system and converts it into the appropriate form

(direct current, or DC) to apply to the X-ray tube. The generator also provides the ability to

adjust certain electrical quantities that control the X-ray production process. The three

principal electrical quantities that can be adjusted are:

 kV (the voltage of electrical potential applied to the tube);

 mA (electrical current that flows through the tube); and

 S (duration of exposure or exposure time, generally a fraction of a second).

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Exhibit 13. X-Ray System

Source: www.sprawls.com

Voltage Differential in X-ray Production

The first step for X-ray production requires free electrons to be available in the evacuated

environment of the X-ray tube insert to allow electrical conduction between the electrodes.

Electron accumulation occurs at the filament surface in the tube, creating a buildup of

negative charge that prohibits further electron release because of repulsion forces. The

electron cloud distribution is maintained at equilibrium by the surrounding negatively

charged focusing cup. The second step involves the application of a high voltage, typically

ranging from 50,000 to 150,000 V (50–150kV) supplied by the X-ray generator to the

cathode and anode. Upon activation, electrons are immediately accelerated to the

electrically positive anode along a path determined by the filament and focusing cup

geometry. Continuous electron emission continues from the filament surface at a rate

dependent on the filament temperature (i.e., the filament current) during the exposure.

When electrons arrive at the anode, they carry potential energy. The amount of energy

carried by each electron is determined by the voltage, or kV, between the cathode and the

anode. For each kV of voltage, each electron has 1 keV of energy. By adjusting the kV,

the X-ray machine operator actually assigns a specific amount of energy to each electron.

After the electrons are emitted from the cathode, they come under the influence of an

electrical force pulling them toward the anode. This force accelerates them, causing an

increase in velocity and kinetic energy. This increase in kinetic energy continues as the

electrons travel from the cathode to the anode. As the electrode moves from the cathode

to the anode, however, its electrical potential energy decreased as it is converted into

kinetic energy all along the way. Just as the electron arrives at the surface of the anode,

its potential energy is lost, and all its energy is kinetic energy. A 100 keV electron reaches

the anode surface traveling at more than half the speed of light. When the electrons strike

the surface of the anode, they are slowed down quickly and lose their kinetic energy; the

kinetic energy is converted either to X-ray radiation or heat.

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Exhibit 14. X-Ray Production by Energy Conversion

Source: J. Nucl. Med. Technol. 2004;32:139-147.

Tube current, defined as the number of electrons traveling between the electrodes, is

expressed in mA units. Typical tube currents for CT operation have a selectable range of

50–300 mA, depending on the type of examination and required image quality. Each

electron attains a kinetic energy (in keV) equal to the applied tube voltage, which typically

is set to a single value that ranges from 50 to 150 kV depending on the examination. (In

CT operation, 120 –130 kV is most often used, but 80-, 100-, and 140-kV settings are also

available on some CT scanners.) Thus, the tube voltage (kV), tube current (mA), and

exposure duration (s) are user-selectable parameters for X-ray production. Often, the

combination of tube current and exposure time in milliampere-seconds (mAs) is provided

as part of the technique or protocol. For instance, with CT scanner operation, typical

acquisition techniques are quoted in kVp and mAs/slice. X-ray production occurs when the

highly energetic electrons interact with the X-ray tube anode (also known as the target).

Targets used in X-ray tubes are generally made of tungsten, which has 74 protons in the

nucleus. In rare (0.5%, or 5/1,000) events, an electron comes in close proximity to the

nucleus of a target atom and experiences attractive forces due to the positive charge of

the protons in the nucleus.

Electron Energy

The combined positive charge decelerates and changes the direction of the electron, the

magnitude of which strongly depends on the Impact parameter distance, as 1/distance. As

to the magnitude of this distance, the tungsten atom has a spherical shape with a radius of

about 10 -8

cm, and its nucleus has a radius of 10 -12

cm, indicating that the atom is

comprised of mostly empty space. The interaction distance for a deceleration event by the

incident electron is thus on the order of 10 -12

cm. Kinetic energy lost is converted to

electromagnetic radiation with equivalent energy in a process known as bremsstrahlung (a

German term meaning “braking radiation”). Closer interactions with the nucleus cause a

greater deceleration and result in higher X-ray photon energy, but the probability

decreases as the interaction distance decreases. In extremely rare instances, the incident

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electron gives up all of its kinetic energy when stopped by the nucleus, producing the

maximum X-ray energy possible.

The output is a continuous spectrum of X-ray energies with maximum X-ray energy (in

keV) determined by the peak potential difference (in kVp). A larger number of lower

energy X-rays are produced in the output spectrum, simply due to the lower probability of

interaction closer to the nucleus. The lowest probability of interaction is a bull’s eye (e.g.,

incident electron totally decelerated, producing the highest X-ray energy), and moving

outward, the annular rings emanating from the center become larger and accommodate

more darts at greater distance (e.g., electrons are decelerated less and produce greater

numbers of lower X-ray energies). Thus, a spectrum of X-rays is produced with a

minimum number at the peak energy, and linearly increasing in number with decreasing

energy (the unfiltered bremsstrahlung spectrum). However, lower energy X-rays are more

easily attenuated (filtered) from the beam exiting the X-ray tube port, and the measured

spectrum peaks at intermediate energy and goes back to zero at the lowest X-ray

energies, for several spectra produced with different acceleration voltages. The average

X-ray energy in a typical X-ray spectrum is about one-third to one-half peak energy,

dependent on the amount of filtration placed in the beam.

Exhibit 15. In order: Different Types of X-Rays; Effect of kVp on X-Ray Efficiency

Source: https://radiologykey.com/plain-radiographic-imaging-2/; https://www.studyblue.com/notes/note/n/final/deck/15711325

The high end of the spectrum is determined by the kilovoltage (kV) applied to the X-rays.

This is because kV establishes the energy of the electrons as they reach the anode, and

no X-ray photon can be produced with energy greater than the incident electrons. The

maximum photon energy, therefore, in keV is numerically equal to the maximum applied

potential in kV. In addition to establishing the maximum X-ray photon energy, the kVp has

a major role in determining the quantity of radiation produced for a given number of

electrons. Since the general efficiency of X-ray production by the bremsstrahlung process

is increased by increasing the intensity of the bombarding electrons, and the electronic

energy is determined by the kVp, it follows that the kVp affects X-ray production efficiency.

Changing kVp will change the bremsstrahlung spectrum, as shown below. The total area

under the spectrum curve represents the number of photons or quantity of radiation

produced. If no filtration is present, where the spectrum is essentially a triangle, the

amount of radiation produced is approximately proportional to the kV squared. With the

presence of filtration, however, increasing the kV increases the relative penetration of the

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photons, and a smaller percent is filtered out. This results in an even greater increase in

radiation output.

Another possible interaction of incident electrons with the target is the removal of inner

shell electrons from the tungsten atom. These characteristic X-rays generate the

monoenergetic spikes added to the continuous spectrum. As the tube voltage is increased

above the minimum value, characteristic X-ray production becomes a greater fraction of

the X-ray spectrum. The anode in most diagnostic X-ray tubes is composed of tungsten,

chiefly because of its high atomic number (Z = 74) and extremely high melting point—

necessary for efficient X-ray production and tolerance of high power deposition,

respectively.

Heat Capacity and Cooling

One of the fundamental issues in X-ray production is the relatively large amount of heat

that must be transferred from the tube. Only a small fraction (less than 1%) of the energy

deposited in the X-ray tube is converted into X-rays; most appears in the form of heat.

This places a limitation on the use of the X-ray apparatus. If excessive heat is produced in

the X-ray tube, the temperature will rise above critical values, and the tube can be

damaged. This damage can be in the form of a melted anode or ruptured tube housing.

The heat produced during X-ray production can be a limiting factor:

 In the use of small focal spots that are desirable for good image detail;

 In CT, especially with spiral scanning of relatively large anatomical regions.

Heat is produced in the focal spot area by bombarding electrons from the cathode. Since

only a small fraction of the energy is converted into X-ray radiation, it is usually ignored in

heat calculations. In a single exposure, the quantity of heat produced in the focal spot

area is given by:

Heat (joules) = w * kVp * mAs

Where kVp = peak kV value; w = waveform factor; and mAs = milliamp seconds (duration

of exposure)

Although a joule is the basic unit of energy and heat, it is not always used to express X-

ray tube heat. The special heat unit (SHU) is a commonly used metric and is defined as

Heat unit = 1.4 * heat (joules)

The rate at which heat is produced in a tube is equivalent to the electrical power and is

given by:

Power (watts) = W * kVp * mA

The total heat generated in a particular exposure is the product of power and the duration

of the exposure. In X-ray production, the goal is to never exceed specific critical

temperatures that produce damage. This is achieved by keeping the heat content below

specified critical values related to the tube’s heat capacity. In most X-ray tubes, there are

three distinct areas with critical heat capacities. The area with the smallest capacity is the

focal spot area, or track, and is the point at which heat is produced within the tube. From

this area, the heat moves by conduction throughout the anode body and by radiation to

the outer tube housing. Heat is also transferred by radiation from the anode body to the

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tube housing. When the tube is in operation, heat generally flows into and out of the three

areas. Damage can occur if heat content of any area exceeds its maximum heat capacity.

Excessive heat production and subsequent wear are the primary reasons for X-ray tube

wear, and life cycles for each tube range from 1 to 1.5 years.

Anode Design

Two major anode designs include a simple, fixed geometry or a more elaborate, rotating

configuration. Most prevalent is the rotating anode, comprised of a tungsten disk attached

to a bearing-mounted rotor within the X-ray tube insert and stator windings outside of the

insert. The rotor and stator comprise the induction motor that rotates the anode disk at

angular frequency of 3,000 or 10,000 revolutions/min. When the X-ray tube is energized, a

delay of about 1–2 seconds allows the anode to reach operating speed before high

voltage is applied. Rotating the anode allows a large surface area over which heat is

spread, providing an ability to tolerate greater heat deposition and to produce more X-ray

photons per unit time compared with a fixed anode. The focal spot is the area of electron

interaction and emanation of X-rays from the target surface. Typical dimensions are

nominal sizes of 1.0- to 1.2-mm (large) and 0.3- to 0.6-mm (small) focal spots, where

nominal encompasses a range of focal spot sizes that are specified as acceptable

according to manufacturer standards.

Ideally, the use of small focal spots is preferred to minimize geometric blurring of patient

anatomy with magnification. However, the small focal area constrains X-ray tube output

and heat loading factors, mainly due to heat concentrated in a small area. Larger focal

spots have higher instantaneous X-ray production capacity and are preferred, as long as

blurring does not adversely affect resolution. CT scanners usually have larger focal spots

(e.g., 1.2-mm nominal size), which still provide good geometric resolution that is

compatible with the sampling resolution of the discrete CT detector array. Focal spots vary

in size with projected image location (“the line focus principle”) and, because of the

reflection geometry of X-ray production, radiation intensity across the projected X-ray field

in the cathode-to-anode direction varies from high to low intensity (“the heel effect”) and is

most severe on the anode side of the field, to the point that the X-ray beam intensity is

reduced to zero (field cutoff). These two phenomena are consequences of the anode

surface angle made with respect to the central axis of the emitted X-ray beam. The anode

angle is a fixed value ranging from 7° to 20°, the choice of which depends on the required

field coverage at a particular focal spot to detector distance.

Orientation of the X-ray tube cathode–anode axis in fixed X-ray tube/detector systems

considers the field intensity variations caused by the heel effect. In CT scanners, for

instance, the tube is mounted so that the heel effect is minimized by orienting the

cathode–anode axis in the slice acquisition direction (perpendicular to the tube travel

direction). A collimator assembly, constructed with movable lead shutters, is situated

adjacent to the X-ray tube output port to define the X-ray beam shape incident on the

patient. For CT, the collimator shutters determine the slice thickness setting for a specific

examination. A collimator light or laser beam positioned at a “virtual” focal spot location

provides a visible indication of the X-ray beam. Important for CT operation is the

coincidence of the slice thickness defined by the collimators to the light beam and the X-

ray profile transmitted to the detector array, which must be periodically verified for

accuracy during regular quality control checks. X-rays are emitted in all directions from the

anode structure, but only a small fraction of the reflected X-rays that emerge through the

collimator-defined area are used for image formation, and all other X-rays must be

attenuated.

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While numerous variables allow for characterization of X-ray tubes (constant potential;

three-phase, etc.), we note that these descriptors are variants of the factors described

earlier. Ultimately, X-ray tube design is a complex balance between specific requirements

(speed of imaging/quality of imaging) and type of application. Different applications will

determine different design requirements. What might be acceptable in an industrial

application could certainly be a non-starter in a medical imaging application, and vice-

versa.

Field Emission (FE)

Field emission is another concept in electron emission, originally pioneered for flat screen

TVs, and then morphed for medical diagnostic applications such as X-rays. The use of FE

cathodes is a practical method for delivering a high current density from field emission

cathodes without substantial thermal, optical, or electrical power. FEAs, with their high

current densities and fast turn on, have been envisioned to be capable of improving the

performance of many devices such as microwave amplifiers and enabling new devices,

e.g., field emission flat panel displays and fast power switches, without decreasing

cathode lifetime.

Within the context of flat-panel displays, the FED is a vacuum device, sharing many

common features with the cathode ray tube (CRT) that has been the foundation of TV

screens over many decades. Just like in a CRT, the image in an FED is created by

impinging electrons from a cathode onto a phosphor-coated screen. In a CRT, the

electron source is made up of three thermionic cathodes. A set of electromagnetic

deflection coils rasters the electron beam across a phosphor screen, typically held at a

potential of 15-30 kV. In an FED, by comparison, the electron source consists of a matrix-

addressed array of millions of cold emitters. This field emission array (FEA) is placed in

close proximity (0.2–2.0mm) to a phosphor faceplate and is aligned such that each

phosphor pixel has a dedicated set of field emitters. In addition to the anode and cathode,

a FED contains ceramic spacers to prevent the structure from collapsing under

atmospheric pressure, a frame coated on both sides with low-melting glass frit, a getter

used to remove residual gases inside the package, row and column drivers, and an anode

power supply. The FED was particularly attractive to start-ups and to large companies not

already involved in LCD manufacturing. The rationale was that the FED, with its promise

of better performance at a lower cost, would allow these companies to leapfrog already

established LCD manufacturers.

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Exhibit 16. Field Emission Display Concept in Flat Screen TVs

Source: https://steemit.com/steemstem/@darmawanbuchari/development-of-field-emission-display-fed-based-on-the-idea-of-lightning-rod-

49205429faab2

Field emitters have the following unique properties:

 Emission current density from single tips can be much larger than 10 8 A/cm

2 . A

current of up to 49 mA has been shown to be obtained from a single tip of

approximately 90-m radius of curvature in a pulsed mode. The tip approximates

a point source.

 Emission current densities up to 2400 A/cm 2 have been observed from arrays of

field emitters.

 Emission can be turned on with low gate voltages (~100 V). The field emitter

cathode can be compact and simple to operate.

 Emission can be temporally modulated at high frequencies. Frequency

modulation by gate voltage has been demonstrated up to 10 GHz.

 Emission can be spatially addressed in the x-y plane.

 Electron emission is cold-field emission. The power required to produce the

emission is low. This is an important factor for compact devices.

 Many organizations worldwide have shown that they can reliably fabricate and

operate FEAs using a variety of techniques and materials. Field-emission tips

and edges have been successfully fabricated from silicon, gallium arsenide,

zirconium carbide, hafnium carbide, titanium, niobium, tungsten, lithium,

diamond, carbon nanotubes, and many other materials. There have been

significant advances in the fabrication techniques, particularly in precision

patterning of arrays of small holes over large areas at low cost, and in exploiting

a wide variety of deposition and etching techniques.

 For low current density and low duty cycle applications such as field-emission flat

panel displays, there have been significant advances over the years. For high

current density applications, more experience is needed with processing and

operation in a vacuum tube environment.

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However, despite the obvious benefits, implementations of FED have been plagued due to

manufacturing to scale, and unreliable durability, leading companies such as Sony,

Toshiba, etc. to walk away despite spending billions in R&D. FE sources are yet to be

adopted in demanding applications because of emitter tip radius variation across an array,

which results in spatial and temporal variations of emission current. To address the issues

of reliability and uniformity, various approaches have been developed over the past few

decades to outperform competing cathode designs. Various materials have been

investigated as candidates including graphene; carbon nanotubes; metals such as

molybdenum (Mo), tungsten and cobalt; metal oxides such as barium oxide (BaO), MoOx,

and cuprous oxide, etc.

Among these materials, Mo has great potential owing to its desirable mid-gap work

function, exceptional thermal and chemical stability, and excellent mechanical properties.

Efforts have been made on the fabrication of Mo micro/nanostructures in order to optimize

their field emission performance, such as conventional Spindt array with Mo micro-sized

cones and Mo nanowires. Pursuits in FE array fabrication include sharp emitter tips,

alignment, size uniformity, which result in high emitter density, low turn-on field, high field

enhancement factor and good emission stability.

For the fabrication process development of the FE devices, the standard process of Spindt

cone-growth provides the aspect ratio of the emitter cones, which is typically unity. The

emission current for stable operation in excess of 12,000 h is 20 A per tip. For high-

emission-current condition, a maximum emission current of 1 mA has been measured

from a single Spindt emitter tip for an applied inter-electrode (diode mode) field of 300

V/cm. However, Spindt arrays are subjected to unreliable behavior, which is associated

with flashover along the oxide walls and field stress of the tip or the vacuum arcing,

triggered principally by emission from the triple junction at the emitter base. Post-

supported conical tips have been demonstrated to minimize flashover; though not

immediately associated with overheating or emitter sublimation, enhancement of the

emitter’s thermal stability stands to immediately improve high field operation, particularly

when coupled to the use of high temperature stable refractory metals. Thermal loading is

likely the main cause for tip degradation and subsequent decline in emission current with

time. Since these interrelated effects are current-dependent, the height, location, and tip

radius of the emitter arrays are controlled to optimize all FEAs for high current and time-

stable emission.

At this stage, it is important to reference the intricacies of manufacturing FE emitters using

the Spindt techniques. We highlight a sample FE emitter manufacturing process in a

paper published by Zhu et al. (source: Micromachines, 2017). We note that details on

Nanox’s manufacturing process are proprietary; hence, we reference this paper only to

detail the steps that need to be undertaken to demonstrate consistency and durability in

commercial applications.

In this paper, the authors report on the fabrication of highly uniform FEAs with an

integrated self-aligned extraction gate from bulk Mo. All critical dimensions of the emitter

tip were determined by a single process step of Inductively Coupled Plasma (ICP) etching

and a new fabrication process of large-area self-aligned gated FEAs developed to improve

current emission and reliability. Thick gate insulators were used to prevent gate dielectric

breakdown. Exhibit 17 below depicts the self-aligned gated field emitter. The bulk Mo

emitter and the surrounded aluminum (Al) gate are isolated by a dielectric silicon dioxide

(SiO2) stack. The electric field surrounding the tip is generated by applying a bias voltage

between the extraction gate and the emitter. A sharp emitter tip and the presence of the

gate in close proximity are necessary to achieve field emission at low voltage.

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Exhibit 17. Representative Molybdenum-based FEA in Zhu et al. Paper

(a) Schematic and (b) Cross-sectional view of the self-aligned gated field emitter ;(c) Simulation of the electric field distribution; (d)

Simulation of the relationship between electric field at the emitter tip and height difference for different gate aperture radii

Source: Zhu et al, Micromachines, 2017

The authors then investigated the average transmission efficiency through a 3D self-

consistent ray tracing simulation of the particle trajectories. This can predict the emission

current leakage considering unavoidable space charge effects. The simulations showed

that the field-emitted current was intercepted by the gate structure, resulting in a gate

leakage current of around 20% and the average transmission efficiency of around 80%,

which is independently corroborated by the authors’ empirical studies. Due to the lack of

an integrated extractor gate, these devices operate at high extraction voltages, and 60%

of the total emitted current is intercepted by the extraction gate. The authors then added

an integrated gate to improve the robustness of the device, and then a higher-current

density beam and lower power consumption can be expected.

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Exhibit 18. Simulation Verification of Gate Leakage Phenomenon; Electron Trajectories

Source: Zhu et al, Micromachines, 2017

We next highlight the FEA fabrication process more so to showcase the delicate steps that

are a necessity and will likely determine commercial success. The fabrication process flow

of self-aligned-gate Mo-FEA’s is shown in the exhibit on the next page. The whole process

requires one single lithography mask. The fabrication steps comprise deposition of SiO2

and Al layer, anisotropic etching of gate aperture, and isotropic etching of emitter cone

and removal of sacrificial SiO2/Al stack. The substrate is a 4-inch high purity double-sided

polished Mo wafer, with a thickness of 400 m. First, a SiO2 layer with a thickness of 1 m

was deposited as the gate dielectric using plasma enhanced chemical vapor deposition.

Next, a 500 m Al film was deposited by magnetron sputtering on top of the oxide layer as

shown in Exhibit 19, panel 3b. This Al film was patterned by dry-etching in CH3F plasma

as defined by a photoresist mask. The patterned Al film concurrently functions as the SiO2

etching hard mask and also latterly as the gate electrode. The patterned

SiO2/Al/photoresist stacks on the bulk Mo. The perimeter shadowing of the gate aperture

is attributed to the preferential directional bombardment of reactive ions in the dry etching

process. The center of the emitter tip, relative to the gate electrode, is thus self-aligned

during this process. SEM graphs (false color) of the device at different steps of the

fabrication are also shown.

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Exhibit 19. In order: Fabrication process flow of the bulk Mo-FEAs a) PECVD SiO2; b) Deposition of

Al layer; c) Spin coating with PR; d) Lithography and gate-stack etching; e) Strip photoresist; f) ICP

etching of Mo emitter cone; g) Ultra-sonication; SEM images including a) gate-stack etching; b)

Inductively coupled plasma; c) Emitter cone releasing by ultra-sonication

Source: Zhu et al, Micromachines, 2017

The FEA after photoresist stripping shows a flat surface with no noticeable residues. The

Mo FEA tips were etched by SF6/Ar dry etching. Optimized ICP etcher process conditions,

such as pressure, plasma power, and gas flows were used as reported in literature. In the

last process step, ultrasonic agitation of 15 W was used to remove the sacrificial SiO2/Al

stack. Here, device yield is defined as the sacrificial stack goes off and the exposed tip is

sharp. A device yield of 90% was therefore obtained. The final ultra-sonication principally

limits the attainable yield here, and the authors note that future wet-etching is perhaps one

good alternative, provided that the selectivity between the gate metal and bulk Mo is high.

A completed FEA is shown in the final image in the previous exhibit, where an enlarged

view of a single emitter is shown in the inset. Mo-FEAs with various geometries of patterns

were investigated to control the geometry of the resultant tips. For all patterns, the

effective radius of the mask geometries was in the range of 2.5–5.0 m; gate apertures

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were in the range of 5–15 m due to the limitation of fabrication and the cost; and the pitch

was in the range of 10–30 m.

Exhibit 20. (a) Electron micrographs of the measurement configuration consisting

of the anode, gate and ground landed electrodes, and (b) Magnified view. (c)

Measured I–V characteristics of one gated Mo field emitter, and (d) the

corresponding Fowler–Nordheim (F–N) plots

Source: Zhu et al, Micromachines, 2017

Emission characteristics as a function of gated voltage were studied in-situ using an SEM

equipped with four tungsten micro-anode probes, operated with an anode–cathode

separation of approximately 50 μm and at a base pressure of 3×10 −5

mbar. The emission

current was measured for arrays consisting of approximately 2500 tips. The electron

emission from the cathode was investigated using a tungsten probe anode carefully

placed adjacent to one Mo tip as shown in (b) above. Mo-FEAs of field emitters 6 μm in

height with 20 μm pitch were tested. The emission current gave a mean per tip emission

of 33.6 nA/tip measured at the gate voltage of 110 V, and there was 6.7 nA leakage

current at the gate. The average area of each emitter is 20 μm X 20 μm, such that the

current density was about 8.4 mA/cm2. Average transmission efficiency was

approximately 80%, which was consistent with the simulation. This specific example

highlights the intricacies of FEA manufacturing, which have bedeviled the industry

and been the Achilles’ heel for “commercialization.”

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CNT Cold-Cathode X-ray Technology (Source: Avachat et al., Radiation Research, Vol 193, 2020; Parmee et al., Nano

Convergence, Vol 1, 2014; Tolt et al., Journal of Vacuum Science Technology, Vol

26, 2008; Carestream DRX Nano Whitepaper, etc.)

Basics of CNT X-rays

The only other cool-cathode technology in development/partial commercialization

that we know of is the carbon nanotube (CNT)-based approach. The typical layout

of a CNT field emission X-ray tube is shown below. It is composed of a high

vacuum enclosure, often sealed, in which a cold electron gun, which consists of a

CNT cathode and an extraction grid, and a metallic target face each other.

Electrons are emitted by the electron gun (cathode) and accelerated toward the

target (anode) by a high voltage electric field (tens to hundreds of kilovolts)

depending on the application. X-rays are produced by the collision of the high

velocity electrons on the target. The extraction grid is held in close proximity to the

CNT cathode.

Exhibit 21. Rendition of a CNT-based Cool-Cathode X-ray Tube

Source: https://aetjapan.com/english/hardware_detail.php?micromini_xray_source

When it is biased positively relative to the cathode, the electrical field between the

grid and the cathode extracts electrons from the cathode. A host of criteria need to

be met in order for a CNT cathode to be qualified for commercial X-ray tube

production. Having a low extraction field for electron emission and delivering

enough current are only a small part of it, and had been the major concerns in CNT

cathode development. However, emission stability over both the long and short

terms is critical. Short-term emission stability has more often been neglected in

CNT cathode development while, in practice, it is essential for an X-ray source in

any instrument to be able to deliver a specified dose of X-ray over the data

acquisition time period. In addition, if the electron beam is to be focused, the angle

at which electrons launch from the cathode surface is important for the spot size of

the beam. All those cathode emission characteristics are also somewhat affected

by the cathode preconditioning.

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Emission performance alone, however, cannot qualify a cathode. It also has to be

able to survive the standard vacuum tube production processes. The

manufacturing process also has to factor in high baking temperatures, sometimes

at 450 °C, for an extended time to achieve a vacuum of 10−9 torr (units of

pressure) in the envelope. The baking process is done to allow the cathode to age

in a controlled manner up to one and a half times the tube operation voltage, and

to prevent any loose carbon particles being pulled out by high electrical stresses.

As a result, the CNT cathode has to have a high thermal and mechanical stability.

Any loose carbon or other particles induced from the cathode at the end of

processing and during emission will cause arcing or current leakage, and therefore,

a failed tube, even if it is the smallest amount of particles undetectable by any

means.

Manufacturing CNT-based Cathodes

CNTs have some of the highest attainable aspect ratios, high thermal conductivity, low

chemical reactivity in non-oxidizing atmospheres, highly parallelized en masse fabrication,

a low sputtering cross-section, a low secondary electron coefficient, and insensitivity to

direct ion-bombardment. CNTs are becoming increasingly inexpensive with the release of

new, ever larger growth reactors. However, field emitters require ultrahigh vacuum (<10 −8

mbar) to provide stable operation. This limits their practical application as the material

platform on which the emitters are fabricated largely dictates the tip robustness toward

poor or compromised vacuum conditions which result in aggressive local ionization. CNT

have been manufactured over the last 10–12 years using a variety of techniques such as

thin film deposition, electrophoresis, chemical vapor deposition, Drop cast and spray

techniques, etc. The choice of the manufacturing technique profoundly influences the

emission characteristics of the specific CNT. A complete description of the different

techniques is beyond the scope of this report, but Parmee et al. (Nano Convergence,

2014) provide a detailed manuscript on the same.

Exhibit 22. Methods of Manufacturing CNT Thin Films Used in X-rays

Source: Parmee et al, Nano Convergence, Vol 1, 2014

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Performance Characteristics of CNT-based X-ray Tubes

A snapshot of the performance characteristics of various CNT-based cool cathode X-rays

tubes developed over the years is shown in the exhibit below. Each of these endeavors is

marked by some incremental change in the manufacturing, operational, or design

parameters. As can be seen, the performance metrics are relatively widespread, pointing

to the challenges of consistently manufacturing CNT-based, cool-cathode X-ray tubes.

Exhibit 23. Performance Characteristics of Some CNT cool-cathode X-ray Tubes

Source: Parmee et al, Nano Convergence, Vol 1, 2014

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Key Performance/Design/Manufacturing Issues

Key issues from a design, manufacturing, and commercialization perspective need

to be considered (for any cool-cathode technology):

 A necessary step in X-ray tube design is electron optics modeling. The

modeling of electron trajectories requires an understanding of the initial

conditions at the surface of the emitting cathode. Models have existed for

thermionic cathode emission but none for monolithic CNT cathode

emission.

 How is the manufacturing process “optimized” to get CNTs (or for that

matter, other materials) consistently “formed” in a certain “aspect ratio”

that determines emission characteristics? How do you maintain

“homogeneity” and “stability” of the various emitters, while preventing

“noise” and “edge effects?” How do you reduce temporal instabilities?

 Electron beam density and photon flux density will depend on the incident

current on the cathode, coupled with the electric field applied between the

two electrodes to accelerate the electrons. The question then remains . . .

how do you employ digital switching to generate enough electrons to get

adequate X-ray exposure to get a clear image?

 In thermionic sourced X-rays, the emission is intimately dependent on the

filament temperature—as increasing the emitter temperature allows for

much of the electron population to pass over the surface barrier—such

tubes enable analog control over the magnitude of the emission current.

This beam current is controlled by monitoring the anode current and

adjusting the inferred filament temperature using a closed-loop control

system. The intrinsic finite thermal inertia of the heated coil, when coupled

to the lagging response of such feedback control results in a

comparatively slow time response, often several hundreds of

milliseconds. In addition, care must be taken to limit the filament drive

current to prevent excessive power dissipation, with subsequent damage

or destruction of the filament. Issues with severe electron migration can

be a significant challenge. How does such a “feedback” loop exist in a

closed-loop system?

 What does life-cycle testing for the system look like? Under what

conditions has the system been stress-tested?

 How do electron beam dynamics look like? How do you account for edge

effects and asymmetries?

 How does software compensate for some of the system shortcomings?

 For a certain focal spot, what does the exposure-time and digital toggling

sequence look like for a certain mA current and kVP electric field level?

 How does durability of the system look under repeat wear-tear

conditions?

 For any emitter, what is the redundancy factor built in?

 How do you ensure “consistency” in product manufacturing? To point out

the obvious, images delivered by any system have to be consistent,

accurate, and artifact-free.

 Finally, how do you compare images developed with CNT-based (or for

that matter any cool-cathode technology based) source to conventional

thermionic systems, especially in critical applications such as oncology?

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Nanox Technology—A Primer (Source: Company Reports)

Nanox is developing the first cold cathode stationary nanoscale field emission (FE)

technology, akin to “digital ignition” for the “engine,” i.e., the X-ray tube. We have not been

able to glean the specifics of the manufacturing process for the Nanox ARC FE array

using Molybdenum. The company’s Form F-1 specifically states that it has “optimized the

MEMs proprietary manufacturing process and currently is using its own equipment in the

clean rooms located at the University of Tokyo to manufacture the MEMs X-ray chip.”

Exhibit 24. In order: Silicon Chip with MEMS-based X-ray emitter; Close-up nanocone Electron Firing

Source: Company Reports

The few specifics that we have gleaned are (source: company documents):

 Proprietary MEMS techniques to fabricate millions of nanoscale gates and diode

phase shifters (DPSs) on each silicon chip. Nanox emitters are more uniform

than carbon nanotubes, and smaller than conventional Spindt-type cathodes.

 High efficiency due to sturdy gate design, millions of nanogates manufactured on

a nanoscale chip, and no risk of tungsten metal deposition on work function.

 Longevity: Limited metal edge exposure, high efficiency and longevity.

 Uniformity & Stability: High tip uniformity and low burn off due to only tip cone

exposure.

 Maximizes power management (<50 V).

 Nanox’s cold cathode can generate a certain current irrespective of the anode

voltage. The Nanox gate electrode practically “ejects” the electrons from the

cathode and controls the amount of X-ray radiation, enabling independent control

of the X-ray current (mA tube current) and the energy (KVp), that is set at the

anode. The graphs show that the current is not influenced by the anode voltage,

if it is higher than 10kV, and therefore it can be controlled only by the gate

voltage independently from the anode and can be switched within microseconds.

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Exhibit 25. In order: Schematic of FE gate in Nanox System; Current Voltage

Independence; Emission Effectiveness with Low Gate Voltage

Source: Company Reports

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The crux of Nanox’s success will be in its secret sauce for MEMS manufacturing

techniques, and the scalability to put a consistent and durable product in the field. As the

company further expands its business in connection with the commercialization of its

technology, it expects to obtain access to other clean rooms provided by third parties. The

company plans to retain its core X-ray source technology production activities for the

foreseeable future, and expects to expand manufacturing capacity, including through the

establishment of a wholly owned subsidiary in Korea with the support of SK Telecom, to

meet anticipated needs.” Nanox also expects to rely on third-party manufacturers for the

commercial production of the other components of the Nanox.ARC, if cleared or approved

by the requisite regulatory authorities. It expects to manufacture a small number of

Nanox.ARC units in Israel that will be used for the acceptance tests under its MSaaS

agreements. Moreover, it has entered into a contract manufacturing agreement with

Foxconn (FITI) to manufacture the Nanox.ARC, with a goal to enable the commercial

production of ~15,000 Nanox.ARC units that Nanox plans to deploy over the next 3-4

years. Under the contract manufacturing agreement, FITI will negotiate and subcontract

with other third parties for the commercial supply of the components of the Nanox.ARC in

accordance with the pre-approved supplier list and on the terms to be agreed upon by

both parties, except for the MEMs X-ray chip and the X-ray tube.

Consistency in manufacturing the cold cathode, scale-up in manufacturing, and

reliability of the core technology under actual performance conditions will be

critical to this story. The company contends that it has the necessary infrastructure

and expertise to implement the above key ingredients, although we note that scale-

up and actual performance testing will only happen over time once units are

deployed and tested in the field.

Exhibit 26. In order: Nanox Cold-Cathode Tube; University of Tokyo Manufacturing Lab

Source: Company Reports

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Potential Benefits of Nanox MEMS X-ray Technology (Source: Company Reports)

Key Comparative Metrics

The table below provides a qualitative picture of the “potential” benefits of Nanox’ cold-

cathode X-ray technology. We specifically use the word “potential” given that this is a pre-

regulatory approval story, and real-world field testing has not been done yet.

Exhibit 27. Approximate Comparison between Thermionic vs. Nanox X-ray Source

Source: Company Reports; Oppenheimer estimates

Improving on Motion-induced Blur

The fundamental process of X-ray generation using thermionic emission creates certain

limitations to device design, which in turn lead to compensatory efforts that need to be put

in place in terms of software, hardware, and operator techniques. Almost all thermionic

Thermionic Systems Nanox MEMS Cool Cathode Systems

Cost $300K - $2M depending on application $10 - $40K depending on application

Tube length 50mm + 35mm

Voltage 1kV <50V

Current density 0.5 - 2.0A/cm 2 depending on usage >2.5A/cm

2

Switching No switching Digital switching within microseconds allows for

manipulating x-ray intensity

Motion 5 revolutions/sec in typical CT scanner

Rotating gantry in some cases

No motion. Multiple x-ray sources.

Radiation Exposure 0.02 - 7.0 mSc effective dose for

x-rays of chest - barium enema.

Theoretically 8 - 80% lower radiation dose

depending on application

2 - 10.0 mSc effective dose for

CT scan

Average life span of x-ray

tube

1 - 2 years Not Known. Theoretically, life span will be dictated

by nanocone design and emission criteria.

Anode Heat Capacity 100 - 10,000W depending on general x-ray to

CT use

No cooling required

Throughput Few hundred thousand patients Theoretically, 1M or more patients

Response time 2 - 4 secs Few hundred microseconds

Correlation between applied

voltage and electron current

Direct correlation Independent

Multispectral Imaging Depth of capture possible with increasing x-ray

dosage and longer duration of exposure

Using different kV's, multipspectral imaging is

easier.

Typical scan time 15 secs 0.5 secs

Patient Wait times 15 - 20 mts between sessions, depending on

application

Theoretically no wait times due to digital switching

and cold cathode technology

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digital radiography sources employ only one X-ray source, and a large amount of the effort

in design is then spent on thermodynamics and heat transfer to allow for faster scan times

and more accurate images. There also remains a constant balancing act between the total

radiation levels and exposure times needed to reconstruct the area of interest. One of the

fundamental issues that operators have to deal with in diagnostic imaging is that of

mitigating artifacts, or in other words, any interference that will reduce image quality and

make the diagnostic assessment more problematic. The artifacts can arise due to patient

motion, surrounding objects, inherent patient characteristics, the diagnostic modality being

used and the device design itself. Importantly though, the specific parameters of images

also have an effect of the sensitivity and specificity. A sharp image requires a small focal

spot by definition. Blurring is caused by a large focal spot due to penumbra, i.e., blurring at

the edges of the image. The actual size of penumbra (P) depends on the focal spot size

(F), focus-object distance (H) and object-film (image receptor) distance (h) and is given

by:

P = (F x h) / H

.

To reduce patient motion blurring, the exposure time is made extremely short, and this

can be achieved only by using rotating tubes. Here, the actual focal spot is a small area,

but the heat produced by electron bombardment is dissipated over a very large circular

annular area. In conventional or digital radiographic units, the exposure time is kept down

to a few tens of milliseconds but in CT scanners, the exposure time is more (1 or 2

seconds at best) because the X-ray tube rotates around the patient. Multi-detector CT

scanners cover a larger patient area (with greater number of slices per scan) in a small

exposure time. The spin rate of ~120 revolutions/minute introduces motion-induced

artifacts that require compensation in the reconstructed images. A cone beam spiral CT is

a glorified example of the limitations of thermionic emission technologies, and the

“surrounding infrastructure” that needs to be implemented to correct images.

Exhibit 28. In order: Step & shoot mode in GE mammography unit; Continuous

Mode in Hologic Breast tomosynthesis unit; Image reconstruction due to motion in

a CT scanner

(exhibit continues next page)

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Source: https://www.slideserve.com/eze/basic-principles-of-computed-tomography; Company Reports

The interconnected issues of thermionic emission restricting use of multiple X-ray sources,

and that necessitating motion of the X-ray source to capture images and reconstruct on

the other end (2D to 3D, etc.) are what cold-cathode technology such as Nanox’s MEMS

approach “could” potentially address. However, as we have noted multiple times before,

the technology needs to be validated in the real world after being shown to be

manufactured reliably.

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Intellectual Property (Source: Company Reports)

A snapshot of Nanox’s IP portfolio is shown in the exhibit below. As is the case

with any technology, certain manufacturing techniques and processes proprietary

to any company are specifically intended to make replication more difficult. In

Nanox’s case, as stated before, we do not have a grasp on numerous aspects of

the manufacturing process, which is ultimately what will determine commercial

success of this technology. At the same time, Nanox’s business strategy to

“license” the core technology to strategic partners for a particular

indication/geography can be viewed in a somewhat benign manner as an attempt

to avoid getting drawn into IP litigation battles, while promoting adoption of its cold-

cathode technology.

Exhibit 29. Nanox IP portfolio

Source: Company Reports

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Competition—Cold Cathode (Source: www.vecimaging.com; www.medidensha.com; www.carestream.com)

Most of the cool cathode X-ray technology being developed, in various forms, is

that of carbon nanotubes (CNT). Most prominent programs in the development of

CNT cool cathode technologies are highlighted below.

VEC Imaging

VEC Imaging was formed in 2019 as a joint venture between Varex Imaging and

H+P Advanced Technology. Not much is publicly available on VEC’s technology

specifics, although we have been advised by Varex Imaging that VEC has made

considerable progress in “life-cycle” testing of CNT-based cool-cathode

technology, and is currently working with large OEMs on beta-testing the

technology. As discussed in the earlier sections, the inherent challenges of

manufacturing consistent CNT has stymied the commercialization of this

technology, and it will be interesting to see how VEC overcomes some of these

challenges. A key component of VEC’s proprietary technology has to do with a

proprietary manufacturing process with improved chemical and thermal stability,

better electrical and thermal conductivity, and enhanced field emission properties

(high emission current and higher emission stability). VEC Imaging’s process is

based on curable liquid adhesives, instead of rigid adhesive tape. This process is

stated to be not highly sensitive to process parameters that are difficult to control,

such as the adhesive strength and applied pressure. Instead, activation results can

be controlled with greater accuracy by controlling easily controllable process

parameters—curing temperature and time. The applications for this CNT-based

cool-cathode approach are in the entire domain of Varex’s current customer

base—CT/dental/mammography/industrial/NDT/oncology/etc.

Exhibit 30. 3D Renderings of VEC’s Breast Tomosynthesis and C-arm Imaging

Source: https://www.vecimaging.com/tomo.php

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Carestream

Carestream, based in California, is a private company providing digital X-ray

imaging solutions to hospitals, imaging centers, medical group practices, women's

healthcare and dental practices. Pertinent to the discussion of Nanox is

Carestream’s DRX Nano Dental X-ray system based on CNT technology (shown

below) developed by Micro-X in Australia. We do not have access to the current

commercial uptake numbers for DRX Nano; hence, we refrain from speculating on

commercial uptake rates and consistency of product performance.

Exhibit 31. Carestream DRX Nano Dental X-ray Scanner with CNT Technology

Source: www.carestream.com

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Meidensha Corporation

Meidensha Corporation, based in Tokyo, Japan, claims to have developed a CNT-

based cool-cathode technology with a dramatically reduced footprint for the X-ray

tube, and applicability across the spectrum of X-ray scanning needs. The

company’s website states that, “according to a Meiden study, the product is smaller

than half the size of conventional hot cathode products and thus expected to

downsize and lighten X-ray inspection system.” We highlight the tube configuration

from the company’s website, while stating the obvious that there is no publicly

available data to parse through on the “consistency” and “durability” of the

technology.

Exhibit 32. Meiden Cool-cathode X-ray Tube

Source: https://www.meidensha.com/news/news_03/news_03_01/1231258_3190.html

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Competition—Thermionic Cathode (Source: Philips; Siemens; GE; Hologic; Toshiba; etc.)

The thermionic X-ray based market is dominated by key players such as Philips, GE,

Toshiba, Siemens, Hologic, Carestream, Canon, Fujitsu, etc. A complete description of

the intricacies of each and every type of X-ray device is beyond the scope of this report.

Suffice it to say that the each device format is catered to the specific application, therefore

bringing a certain flavor to device design and performance. The incumbents are well

financed and well accepted in the marketplace, and the logistics of image procurement,

reimbursement, and services are finely tuned in the marketplace. Hence, for a disruptive

player like Nanox to make inroads, the “validation” required to make it equal or better than

the incumbents will have to be initially in run of the mill applications such as broken bones,

chest X-rays, preventative screens, etc.

Exhibit 33. In order: Philips’ Line of X-ray Machines (Partial List); GE X-ray Machines; Siemens

Source: Company Reports

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Analysis of Contracts (Source: Company Reports)

Guaranteed Contracts backed by LOC

A key component of the Nanox story is the existence of negotiated guaranteed minimum

annual contracts signed over the last few months with various third parties in different

geographies. These contracts serve as a backdrop of a certain stream of revenues over

the next three years. Nanox has entered into nine MSaaS Agreements to deploy 5,150

Nanox Systems in 12 regions as described in the exhibit below. Under the terms of each

agreement, Nanox has granted the other party a limited, non-transferable, exclusive, sub-

licensable right to access and operate the Nanox System in the region indicated for such

party. Nanox will provide the specified number of Nanox Systems to each entity as

indicated based on agreed shipment schedules, subject to local regulatory approval and

material compliance with acceptance test protocol. The other party undertakes to deploy

the systems to provide a minimum number of scans per year (based on 7 scans per day

and 23 days per month) on a pay-per-scan basis at a minimum of $14 per scan, and to

pay a minimum annual fee (including payments to its partners) in the amount indicated

below. The payments are expected to be guaranteed by a standby letter of credit in the

amount equal to the minimum annual fee in favor of NNOX after receipt of the conditions

precedent. Title to the Nanox Systems provided under each agreement remains with

Nanox, and the other party will only have a limited license to use the Nanox Systems.

Nanox will undertake billing, radiology, and maintenance services and provide training for

a local medical professional workforce to operate the Nanox.ARC. Our read of the MSaaS

agreements with Golden Vine International Company, Ltd. and APR 1998 S.L. does

stipulate an escape clause based on market evidence after launch, or a 6-month trial

period, respectively.

Exhibit 34. Key Contract Terms Signed by Nanox with Third parties

Source: Nanox F-1 filing and press releases

Entity Date of MSaaS

Agreement Region

Number of NNOX

Systems to be

Provided

Min. Annual Fee and

Amount of LOC

Initial

Term

Renewal

Term

The Gateway Group, Ltd. 11-Feb-20

Australia, New

Zealand and

Norway

1,000 $58M 3 years 3 years

Golden Vine International

Company, Ltd. 28-May-20

Taiwan and

Singapore 500 Up to $29M 5 years 5 years

Promedica Bioelectronics

s.r.l. 29-May-20 Italy 500 $29M 4 years 3 years

JSC Roel Group 29-May-20 Russian

Federation 500 $12.6M 5 years 5 years

Clarity Medical Solution, a

division of “Grodnobioproduct”

LLC

4-Jun-20 Belarus 100 $3.7M 3 years 4 years

Gold Rush 16-Jun-20 South Africa 500 $15.5M 3 years 3 years

LATAM Business

Development Group Ltd. $4.8M ($9M LOC in Yr 1

$14.5M Year 2;

$24.2M Year 3

APR 1998 S.L. 25-Jul-20 Spain 420 $11.4M 5 years 5 years

SPI Medical 9-Sep-20 Mexico 630 $17M 7 years Not Spec.

TOTAL 5,150 $181M

​ 6-Jul-20 Brazil 6 years 3 years1,000

49

Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Nanox has also entered into certain business development agreements with finders to

obtain MSaaS agreements in specified countries. Once the standby letter of credit (LOC)

has been issued in connection with each MSaaS agreement above, Nanox will grant

warrants to purchase its ordinary shares to the finder who caused such MSaaS agreement

to be signed between the company and the entity. The warrants will be granted in an

amount equal to 30% of the amount of the standby letter of credit divided by 35.36 and

have an exercise price equal to the fair market value of the company’s ordinary shares at

the time of the grant. The finder will also be entitled to 5% of the gross amount that NNOX

receives from scans made by the Nanox Systems under the MSaaS agreement. If a finder

causes an MSaaS agreement to be signed with a minimum of 23 scans per day at a

minimum of $30 per scan, once the standby letter of credit has been issued, Nanox will

grant the finder warrants to purchase ordinary shares in an amount equal to 5% of the

amount of the standby letter of credit divided by the fair market value of the ordinary

shares at the time of issuance of the warrant. If a finder causes a letter of intent to be

signed with an entity that will cooperate to deploy Nanox Systems, Nanox will grant the

finder warrants to purchase ordinary shares in an amount equal to $300,000 divided by

the market price of its common shares.

Other Agreements

USARAD

Nanox entered into a non-exclusive collaboration agreement, dated January 22, 2020,

with USARAD. Under the terms of the agreement, USARAD will use best efforts to contact

official public health authorities of governments and/or medical center operators in the US,

to facilitate the closing of commercial agreements between Nanox and the third parties for

the deployment of 3,000 Nanox Systems and to promote the Nanox.CLOUD services with

radiologists for joining the Nanox diagnostics services platform. Nanox is expected to

provide the deployed Nanox Systems on a pay-per-scan subscription basis using the

Nanox.CLOUD. Subject to FDA clearance and a satisfactory Nanox System pilot testing

by the Medical System Operator, USARAD undertakes to use best efforts to engage

Medical System Operators that will undertake an annual subscription to a minimum

number of scans per year. USARAD also undertakes to establish connections with the

radiologist community in the US. USARAD will receive a fee-per-scan, which will be

subject to an upfront subscription commitment and fees. Nanox will fully finance the cost

of the Nanox Systems to be deployed in accordance with any commercial agreements

with the end customer and their ongoing maintenance, as well as to provide training for

the Nanox System operations. USARAD undertakes to make introductions to local

maintenance contractors that are qualified to maintain medical equipment for the purpose

of providing ongoing maintenance services for the Nanox Systems on the company’s

behalf. The agreement will be in effect for 12 months from the date of the agreement and

will be automatically renewed for additional 12-month periods. The agreement may be

terminated by 90 days’ advance written notice by either party, by notice of the non-

breaching party in case of a material breach of a party's material obligations, or by either

party in case of the bankruptcy or insolvency of the other party.

50

Nano-X Imaging Ltd. NNOX (PERFORM) - NA

SK Telecom

On June 4, 2020, Nanox entered into a collaboration agreement with SK Telecom,

pursuant to which the company and SK Telecom will further explore and engage in good

faith to develop a definitive agreement within six months of the date of the agreement for

the deployment of 2,500 Nanox Systems in South Korea and Vietnam. Further, Nanox will

use commercially reasonable efforts to establish a wholly owned subsidiary in South

Korea with the support of SK Telecom for the purpose of manufacturing MEMs X-ray chips

for the Nanox.ARC.

AI Partners

In 2019 and 2020, Nanox entered into collaboration agreements with certain artificial

intelligence partners, including Brainomix Limited, CureMetrix, Inc., IMedis AI Ltd. and

Qure.ai Technologies Pyt. Ltd. In 2020, it entered into non-binding agreements with Lunit

Inc. and VUNO Inc.. CureMetrix will support the development and testing of Nanox’

technology together with medical imaging scans, in a diagnostic advisory capacity.

Brainomix, IMedis and Qure.ai will each collaborate with Nanox in the testing of the

Nanox.ARC and the Nanox.CLOUD together with proprietary AI algorithms used for the

analysis of brain damage caused by stroke, chest and abdomen X-rays, and chest and

head X-rays, respectively, in medical imaging scans. Lunit and VUNO will each cooperate

with Nanox to jointly conduct research and development for commercializing medical AI

solutions based on digital X-ray and CT technology.

A-Labs

Nanox has signed a consulting agreement with A-Labs for services in connection with

various transactions. Per the agreement, Nanox has agreed to pay A-Labs an advance

payment of $1M, and the agreement calls for 1.5% cash payment for a Triggering Event,

defined as an IPO or an M&A transaction. If Nanox receives proceeds exceeding $150M

in the Triggering Event and has a pre-transaction valuation of at least $400M, A-Labs will

be entitled to 2.5% in cash of all amounts received. In addition, Nanox has granted A-Labs

an amount of warrants to purchase Nanox’s ordinary shares equal to 2.5% of all shares

issued in the IPO. A-Labs has agreed not to sell or transfer any of the ordinary shares

during the one-year period commencing from the closing of this offering. The agreement

will be in effect until December 31, 2020.

Suffice it to say, how these contracts are executed will determine the success of the

Nanox story, post-regulatory clearance and commercial manufacturability.

51

Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Financials As Nanox has referenced in its Form F-1, the three key pillars of its business strategy are:

Subscription Model

The foundation of the subscription model is an integrated offering of the Nanox.ARC and

the Nanox.CLOUD. Under the subscription model, the company expects to sell the Nanox

System, if cleared or approved by the requisite regulatory authorities, either at low cost or

at no cost, and to receive a portion of the proceeds from each scan as the right-to-use

licensing fee, and fees for usage of the Nanox.CLOUD, artificial intelligence capability and

maintenance support, with the remaining amount allocated among its partners, including

the local operators, radiologists, cloud storage providers, medical AI software providers

and others, on a case by case basis. While the actual pricing charged by local operators

may be greater than our suggested retail price, the retail price per scan in all markets

other than the US is still expected to be substantially less than the global average of

approximately $300. In the US, Nanox expects the retail price to represent a significant

reduction compared to the $3,275 average cost of a CT scan. The Nanox System will be

operated by local operators independent from the company, but there is the possibility to

contract with third parties to provide day-to-day maintenance of the Nanox System.

Accordingly, Nanox plans to produce and deploy approximately 15,000 Nanox.ARC units.

Key to the subscription model, and the basis of our entire pro forma model based on the

signed guaranteed contracts, is the $14/scan for 7 scans/day for 23 days/month minimum.

The overall cost of these scans is expected to be ~$40/scan in the subscription model,

and the expected distribution of this amount is shown in the exhibit below.

Exhibit 35. Approximate Cost Breakdown @$40/scan for the Nanox Subscription Model

Source: Company Reports

We caveat Nanox’s expectations below with the same points as mentioned earlier—these

are predicated on successful regulatory clearances, sustainable manufacturing, and

durable and consistent real-world results. The company’s early-stage nature necessitates

a redundant qualification of these inherent risks in the story. As mentioned in the F-1, the

company expects the initial wave of revenue to come from deploying ~15,000 Nanox.ARC

systems globally, which is primarily comprised of eight signed MSaaS long-term contracts

Nanox royalty 35%

Regional service

provider cut 25%

Radiologist fee 40%

52

Nano-X Imaging Ltd. NNOX (PERFORM) - NA

(four to six years), for 5,150 Nanox.ARC units to be deployed across 12 countries as

described in the earlier section. Along with these 5,150 systems to be deployed with

guaranteed contracts backed up by letters of credit, Nanox has also signed two

collaboration agreements in the US and in South Korea/Vietnam for deployment of

additional 5,500 units through USARAD and SK Telecom. Under the executed contracts,

Nanox, expects to receive a contracted fee of ~$14 per scan that covers right-to-use plus

AI, cloud storage and maintenance. The contracts specifically call for minimum 7

scans/day backed by customer SBLC.

While the company has its own internal pro forma projections based on a certain

interpretation and expectation of launch dates and commercialization, we believe it is

prudent to be on the conservative side, especially given the inherent execution risks in the

early-stage nature of the company. The contracts guaranteed by LOC are a positive, but

we believe our 50–60% discount from company expectations is prudent given:

 Real-world validation will need to be performed.

 Expectation is that it will take 45-days to commission a system.

 How does the Nanox CLOUD work? Is there a workaround? How reliable will the

Nanox CLOUD be?

 The logistics of who will do the scans (preventative or otherwise) need to be

worked out. At the same time, how do you contract with local radiologists (or

otherwise remote) to do the readouts? How do you ensure liability risk is

adequately managed?

 The contracts specifically call for 7 scans/day for 23 days/month. How does the

credit enforcement mechanism work if a particular center falls short of these

metrics?

 How does revenue recognition happen when any covenants/minimum amounts

get tripped?

 What happens in the event of a default?

Licensing Model

For some market participants, Nanox expects to provide an intermediate solution through

which they will adopt its X-ray source technology for their existing systems. Under the

licensing model, Nanox would be engaged to tailor its X-ray source to the specific systems

of medical imaging device manufacturers or to license its X-ray source technology to them

to develop new types of imaging systems for a one-time, licensing fee upfront for the X-ray

source, as well as recurring royalty payments of ~5% for each system sold. The licensees

would be responsible for the operation of the medical imaging systems integrating

Nanox’s X-ray source. Although the company expects to initially rely on the licensing

model, in part, it views the licensing model as a transitional phase, aimed at maximizing

the commercial value of its technology and strategic buy-in from market participants.

FUJIFILM Corporation was the first medical imaging device manufacturer to participate in

Nanox’s licensing model. The terms of the commercial agreement are intended to cover

the exclusive, worldwide licensing of certain patents and know-how related to

mammography medical devices and solutions owned by Nanox to FUJIFILM Corporation

to develop, manufacture, market, distribute, operate and use mammography equipment

and services. As of the writing of this report, Nanox is in discussions on the terms of a

potential commercial agreement with FUJIFILM. We note that in our pro forma model, we

have not included “any” licensing revenues for the next four years, in line with our

approach of prudence given Nanox’s early-stage nature.

53

Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Sales Model

In certain countries, such as China, Nanox intends to commercialize its technology using

the sales model to accommodate specific local regulatory requirements. Under this model,

it expects to sell the Nanox System, if cleared or approved by the requisite regulatory

authorities, for a one-time charge. This retail price is expected to be higher than the up-

front sales price under the subscription model but still substantially lower than the cost of

existing medical imaging systems. Nanox also expects to enter into arrangements with

third-party cloud vendors which will be responsible for providing Nanox.CLOUD services,

and be paid separately by the owner-operators of the Nanox Systems. In addition, the

company expects to contract with third-party service providers to provide maintenance

services for the Nanox Systems at the owner-operators’ own costs. The key construct of

the sales model includes a certain up-front capital expense structured for a local

geography. However, the lack of specifics on the ASP and on potential unit sales in key

geographies forces us to “not” include any revenues from this business strategy also.

To account for all of the above, our pro forma revenue profile is significantly lower than

company expectations. We prefer being conservative at this stage.

Exhibit 36. In order: Unit placements; Quarterly Revenue Profile ($, MM) from Various Business Segments

Source: Company Reports; Oppenheimer estimates

0

100

200

300

400

500

600

700

800

900

1000

Q1-21E Q2-21E Q3-21E Q4-21E Q1-22E Q2-22E Q3-22E Q4-22E

Latam buisness developmen group Ltd. APR JHB / SA Clarity Medical (Oil & Food) ROEL Group Golden Vine (Liao Family) Promedica Gateway Group

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

Q1-20A Q2-20A Q3-20E Q4-20E Q1-21E Q2-21E Q3-21E Q4-21E Q1-22E Q2-22E Q3-22E Q4-22E

Licensing Revenues Non-Contracted Revenues Contracted Revenues

Regulatory Clearance starting Q1-21; Full Manufacturing and deployment assumed 2H21.

54

Nano-X Imaging Ltd. NNOX (PERFORM) - NA

In most countries, other than the US, Nanox expects to primarily market through local

partnerships with national branding and operational market participants in the target

region. These local partners would be engaged in deploying and operating the Nanox

systems, training and recruiting a local medical professional workforce to operate the

systems and, providing medical imaging diagnostics for the systems’ scan results. In the

US, the game plan is to deploy the systems to urgent care units, outpatient clinics, and

retail locations could potentially become medical imaging service providers with the

support of the appropriate partners and radiologists. The company has already initiated

discussions with some of the largest urgent care units, private clinic chains, and retail

locations.

Admittedly, there are various moving parts in the story that make precise estimation

problematic. Our overall approach to the story has been that the science makes sense,

the potential opportunity remains significant, and the presence of guaranteed minimum

contracts is encouraging. However, execution risk is high—both on the manufacturing and

deliverability side, as well as on the post-launch logistics and implementation side. For

these reasons, our pro forma revenue projections are 50–60% lower than “potentially”

possible under these contracts. At the same time, we are being conservative in

forecasting our op-ex profile, modeling in ~$100M in op-ex in FY22. Again, this is

significantly higher than company projections, but we believe it is prudent to create a

buffer given the inherent uncertainties in logistics once the product is launched.

Exhibit 37. Quarterly Op-Ex Profile

Source: Oppenheimer & Co. estimates

Our pro forma models do not envision profitability until at least FY24, given the inherently

conservative assumptions made. To the extent that the company can alleviate any launch

hiccups, and manage commercial manufacturing and launch relatively smoothly, the op-ex

profile should come down. We do not envision additional capital raises for at least two to

three years.

$0

$10

$20

$30

$40

$50

$60

Q1-20A Q2-20A Q3-20E Q4-20E Q1-21E Q2-21E Q3-21E Q4-21E Q1-22E Q2-22E Q3-22E Q4-22E

Q u

a rt

e rl

y E

xp e

n se

P ro

fi le

( $

,M M

)

Other G&A Marketing R&D COGS

55

Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Management Ran Poliakine, CEO

Ran is founder of Nanox, and is Chairman of the Board of Directors. Mr. Poliakine

has served as Chief Executive Officer since September 2019, and served as CEO

of Nanox Gibraltar since August 2018. Prior to that, he served as Chief Strategy

Officer of Nanox Gibraltar from June 2015 to August 2018. Mr. Poliakine is a serial

entrepreneur and has founded numerous companies over the past two decades,

including SixAI Ltd. and its controlled subsidiary (51%) Musashi Ai Ltd., Powermat

Technologies Ltd., Wellsense Technologies Ltd., Tap Systems, Inc. and Illumigyn,

Ltd.. Mr. Poliakine is a member of the board of directors of SixAI Ltd., Powermat

Technologies Ltd., Musashi and CLKIM Ltd. In addition, he currently serves as a

member of senior management of Illumigyn.

Itzhak Maayan, CFO

Itzhak Maayan has served as Chief Financial Officer since November 2019. Prior

to joining Nanox, Mr. Maayan served in different finance leadership roles at Perrigo

Company from 2007 to 2019, including Vice President, Financial Services and

European Investor Relations, Vice President, International Finance, and Vice

President and CFO, Perrigo Israel. Prior to Perrigo Company, he held various

finance leadership roles at Cisco Systems Israel from 2003 to 2007, Xtivia, Inc.

from 1999 to 2003, Kulick & Soffa from 1995 to 1999 and Elscint Ltd. from 1993 to

1995. Mr. Maayan received his bachelor’s degree in economics and accounting

from Haifa University, and is a certified public accountant in Israel.

Tal Shank

Tal Shank has served as Vice President of Corporate Development since

September 2019. Mr. Shank has served as Head of Corporate Development at

Illumigyn from 2017 to date. From 2016 to 2017, he was responsible for the

corporate and governance aspects of Head Start, a company supplier of services

to technology portfolio companies related to Ran Poliakine. Prior to that, Mr. Shank

served as Deputy CEO & Legal Counsel of Speech Modules Holdings Ltd. from

2014 to 2015. From 2009 to 2014, Mr. Shank worked at Guy, Bachar & Co. Law

Firm, where he started as an associate and became partner in 2011. He has

practiced corporate and securities law in Israel since 2003, and holds an M.B.A.

and a LL.M. from Tel Aviv University.

Yoel Raab

Yoel Raab has served as Chief Technology Officer since September 2019. Mr.

Raab serves as CTO of Six-Eye Interactive Ltd., of which Ran Poliakine is the sole

owner, and served as Vice President of Research and Development of Wellsense

from 2014 to 2018. Prior to that, Mr. Raab served as R&D manager and CTO of

Powermat Technologies from 2007 to 2014. He also served as VP of Research &

Development at Magink from 2006 to 2007. From 2003 to 2006, Mr. Raab served

as a consultant and managed the gamma detectors department at Orbotech

Medical. Prior to 2011, Mr. Raab worked at Intel as a process engineer and served

in various development and engineering positions from 1982 to 2001. He received

his bachelor’s degree and his master’s degree in applied physics, microelectronics

from the Hebrew University in Jerusalem.

56

Nano-X Imaging Ltd. NNOX (PERFORM) - NA

Valuation We are initiating coverage of Nanox Imaging with a Perform rating. Nanox’s

MEMS-based, cold cathode, digital X-ray technology represents a potentially

disruptive play in the medical diagnostics and industrial screening sector. Cold-

cathode technology has long been thought to mitigate some of the traditional

issues with conventional X-ray machines that use thermionic emissions at the core,

issues such as heat generation, device lifetime, lower throughput, and image

artifacts due to source motion. Preliminary evidence presented by Nanox is

encouraging, with phantom images suggesting equivalent or better images than

conventional predicate devices on the market. However, the company is in early

stages of its life-cycle, waiting on 510(k) clearance, and then implementing the

manufacturing and subsequent launch. Hence, prudence mandates conservatism

in our modeling outlook. The stock has more than tripled since its IPO, which leads

us to a Perform rating.

Risks Execution Risk

We believe execution risk is by far the greatest risk to this story. Not only does the

company have to garner regulatory clearance for its cold-cathode X-ray technology

in different geographies, but also it has to then manufacture the product on a

consistent basis, and show stability in signal and durability of images produced.

Then, commercialization requires working out various logistics such as device

placement, ensuring throughput per the covenants in its guaranteed contracts,

creating an enforcement mechanism of contracts, revenue recognition, etc. We

bucket all of these issues together into what we define as “execution risk.”

Competitive Risk

Nanox is attempting to disrupt a $22B global X-ray diagnostics market with a new

technology that “could” render the traditional cap-ex model employed by bigger

players such as GE, Philips, Toshiba, Siemens, etc. obsolete. It is to be expected

that there is going to be pushback from the larger players. How Nanox navigates

the competitive landscape given its limited experience and resources will be critical

to long-term success.

Market Risk

Market risk, broadly speaking, is categorized as the uncertainty introduced with the

presence of COVID-19 and the strain on capital budgets worldwide. Nanox’s

MSaaS model seems to be designed to alleviate some of these cap-ex strains in

key geographies worldwide. However, the devil will be in the details, and investors

are advised to factor in market risk.

57

Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Nanox Imaging (NNOX) Suraj Kalia, CFA Statement of Operations

Fiscal Year ends Dec

Quarterly income statements

Numbers in MM (except per share) FY18A FY19A Q1-20A Q2-20A Q3-20E Q4-20E FY20E Q1-21E Q2-21E Q3-21E Q4-21E FY21E Q1-22E Q2-22E Q3-22E Q4-22E FY22E FY23E

Contracted Revenues $0.0 $1.0 $2.8 $7.5 $11.4 $12.5 $19.5 $30.7 $43.3 $106.0 $142.5

Non-Contracted Revenues $0.0 $0.0 $0.0 $0.0 $0.0 $0.9 $1.5 $2.5 $3.8 $8.7 $28.7

Licensing Revenues $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Sales Revenues $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Revenues $0.0 $0.0 $0.0 $0.0 $1.0 $2.8 $7.5 $11.4 $13.4 $21.0 $33.2 $47.1 $114.7 $171.2

Cost of Sales $0.0 $0.0 $0.0 $0.0 $2.0 $4.5 $10.0 $16.5 $13.0 $15.0 $23.0 $29.0 $80.0 $85.0

Gross Profit $0.0 $0.0 $0.0 $0.0 ($1.0) ($1.7) ($2.5) ($5.1) $0.4 $6.0 $10.2 $18.1 $34.7 $86.2

R&D $0.7 $2.7 $2.4 $1.8 $2.0 $2.0 $8.2 $1.0 $1.0 $1.2 $1.5 $4.7 $1.5 $2.0 $2.2 $2.5 $8.2 $10.0

Marketing $0.2 $1.6 $1.0 $0.8 $1.0 $1.0 $3.7 $5.0 $5.5 $6.0 $7.0 $23.5 $6.8 $7.5 $8.0 $10.0 $32.3 $35.0

G&A $1.0 $18.3 $4.0 $3.9 $4.0 $4.0 $15.9 $4.0 $4.2 $4.6 $5.0 $17.8 $6.0 $6.5 $7.0 $8.0 $27.5 $30.0

Other $2.0 $2.2 $2.5 $3.0 $9.7 $4.0 $4.5 $6.0 $7.0 $21.5 $25.0

Total Operating Expenses $1.9 $22.6 $7.4 $6.4 $7.0 $7.0 $27.8 $5.0 $12.9 $14.3 $16.5 $48.7 $7.5 $20.5 $23.2 $27.5 $78.7 $100.0

Operating Income ($1.9) ($22.6) ($7.4) ($6.4) ($7.0) ($7.0) ($27.8) ($5.0) ($13.9) ($16.0) ($19.0) ($53.8) ($7.1) ($14.5) ($13.0) ($9.4) ($44.0) ($13.8)

Financial (income) expenses, net $0.0 ($0.0) $0.1 ($0.1) $0.1 $0.1 $0.2 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Pretax Income ($1.9) ($22.6) ($7.4) ($6.4) ($7.1) ($7.1) ($28.0) ($5.0) ($13.9) ($16.0) ($19.0) ($53.8) ($7.1) ($14.5) ($13.0) ($9.4) ($44.0) ($13.8)

Taxes $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Net Income ($1.9) ($22.6) ($7.4) ($6.4) ($7.1) ($7.1) ($28.0) ($5.0) ($13.9) ($16.0) ($19.0) ($53.8) ($7.1) ($14.5) ($13.0) ($9.4) ($44.0) ($13.8)

EPS ($0.09) ($0.90) ($0.26) ($0.21) ($0.13) ($0.13) ($0.66) ($0.09) ($0.25) ($0.29) ($0.34) ($0.97) ($0.13) ($0.26) ($0.23) ($0.17) ($0.78) ($0.24)

Weighted Avg. Shares (MM) 20.8 25.2 28.9 29.6 55.0 55.0 42.1 55.0 55.2 55.5 56.0 55.4 56.2 56.4 56.7 57.0 56.6 58.0

Margins FY18A FY19A Q1-20A Q2-20A Q3-20E Q4-20E FY20E Q1-21E Q2-21E Q3-21E Q4-21E FY21E Q1-22E Q2-22E Q3-22E Q4-22E FY22E FY23E

Gross Margin NM NM NM NM NM NM NM NM NM NM NM NM 2.73% 28.64% 30.79% 38.37% 30.24% 50.36%

Operating Margin NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM

Pretax Margins NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM

Net Margin NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM

Assumptions FY18A FY19A Q1-20A Q2-20A Q3-20E Q4-20E FY20E Q1-21E Q2-21E Q3-21E Q4-21E FY21E Q1-22E Q2-22E Q3-22E Q4-22E FY22E FY23E

Revenue Growth - - - - - - - - - - - - - - - - - 49.33%

R&D as % of Rev - - - - - - - - 98.59% 42.38% 19.96% 41.37% 11.22% 9.52% 6.62% 5.31% 7.15% 5.84%

Marketing as % of Rev - - - - - - - - 542.25% 211.90% 93.16% 206.86% 50.88% 35.68% 24.07% 21.25% 28.17% 20.44%

G&A as % of Rev - - - - - - - - 414.08% 162.45% 66.54% 156.69% 44.89% 30.92% 21.06% 17.00% 23.98% 17.52%

Tax Rate - - - - - - - - 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Source: Oppenheimer estimates; Company Reports

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Nano-X Imaging Ltd. NNOX (PERFORM) - NA

Nanox Imaging (NNOX) Suraj Kalia, CFA Balance Sheet

Fiscal Year Ends Dec 31

$ in 000s Dec Dec % chg

2018 2019

Assets

Cash and cash equivalents $5 $8,072 NA

Prepaid expenses and other current assets $0 $1,564 NA

Related party prepaid expenses $1,694 $0 -100.0%

Total Current Assets $1,699 $9,636 467.2%

Restricted cash $0 $145 NA

Property and equipment, net $156 $228 46.2%

Deferred offering costs $0 $1,197 NA

Operating lease right-of-use asset $0 $526 NA

Other non-current assets $0 $139 NA

Total Non Cur Assets $156 $2,235 1332.7%

Total Assets $1,855 $11,871 539.9%

Liabilities

Accounts payable $82 $475 479.3%

Accrued expenses and other liabilities $0 $1,828 NA

Related party liability $8,157 $17,820 118.5%

Current maturities of operating leases $0 $140 NA

Total Cur Liab $8,239 $20,263 145.9%

Non-current operating leases $0 $386 NA

Total Long-Term Liab $0 $386 NA

Ordinary shares $58 $75 29.3%

Additional paid-in capital $11,596 $31,748 173.8%

Accumulated deficit ($18,038) ($40,601) 125.1%

Total Shareholders Deficit ($6,384) ($8,778) 37.5%

Tot Liab & Share Def $1,855 $11,871 539.9%

Source: Oppenheimer & Co. estimates; Company Reports

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Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Stock prices of other companies mentioned in this report (as of 9/11/20): Canon Inc. Sponsored ADR (CAJ-NYSE, $16.59, NOT COVERED) Foxconn Technology Co., Ltd. (2354-TAI-Taiwan, $1.80, NOT COVERED) Fujitsu Limited (6702-TKS-Tokyo, $126.17, NOT COVERED) Hitachi Ltd Sponsored ADR (HTHIY-USA-US OTC, $69.82, NOT COVERED) Hologic, Inc. (HOLX-NASDAQ, $62.04, NOT COVERED) Koninklijke Philips N.V. Sponsored ADR (PHG-NYSE, $47.12, NOT COVERED) Meidensha Corporation (6508-TKS-Tokyo, $15.85, NOT COVERED) Shimadzu Corporation (7701-TKS-Tokyo, $31.35, NOT COVERED) Siemens AG Sponsored ADR (SIEGY-US OTC, $69.13, NOT COVERED) TOSHIBA CORP Unsponsored ADR (TOSYY-US OTC, $14.13, NOT COVERED)

Disclosure Appendix Oppenheimer & Co. Inc. does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision.

Analyst Certification - The author certifies that this research report accurately states his/her personal views about the subject securities, which are reflected in the ratings as well as in the substance of this report. The author certifies that no part of his/her compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this research report. Potential Conflicts of Interest: Equity research analysts employed by Oppenheimer & Co. Inc. are compensated from revenues generated by the firm including the Oppenheimer & Co. Inc. Investment Banking Department. Research analysts do not receive compensation based upon revenues from specific investment banking transactions. Oppenheimer & Co. Inc. generally prohibits any research analyst and any member of his or her household from executing trades in the securities of a company that such research analyst covers. Additionally, Oppenheimer & Co. Inc. generally prohibits any research analyst from serving as an officer, director or advisory board member of a company that such analyst covers. In addition to 1% ownership positions in covered companies that are required to be specifically disclosed in this report, Oppenheimer & Co. Inc. may have a long position of less than 1% or a short position or deal as principal in the securities discussed herein, related securities or in options, futures or other derivative instruments based thereon. Recipients of this report are advised that any or all of the foregoing arrangements, as well as more specific disclosures set forth below, may at times give rise to potential conflicts of interest.

Important Disclosure Footnotes for Companies Mentioned in this Report that Are Covered by Oppenheimer & Co. Inc: Stock Prices as of September 15, 2020 General Electric Co. (GE - NYSE, $6.15, PERFORM) Varex Imaging (VREX - NASDAQ, $11.18, PERFORM) Sony Corporation (SNE - NYSE, $77.72, OUTPERFORM)

Rating and Price Target History for: Nano-X Imaging Ltd. (NNOX) as of 09-11-2020

70

60

50

40

30

20

10 2018 2019 2020

Created by: BlueMatrix

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Nano-X Imaging Ltd. NNOX (PERFORM) - NA

Rating and Price Target History for: General Electric Co. (GE) as of 09-11-2020

30

25

20

15

10

5 2018 2019 2020

10/23/17 U:NA

06/26/18 P:NA

Created by: BlueMatrix

Rating and Price Target History for: Varex Imaging (VREX) as of 09-11-2020

45

40

35

30

25

20

15

10 2018 2019 2020

10/21/19 I:O:$40

08/13/20 P:NA

Created by: BlueMatrix

Rating and Price Target History for: Sony Corporation (SNE) as of 09-11-2020

90

80

70

60

50

40

30 2018 2019 2020

03/17/20 I:O:$70

08/05/20 O:$100

Created by: BlueMatrix

All price targets displayed in the chart above are for a 12- to- 18-month period. Prior to March 30, 2004, Oppenheimer & Co. Inc. used 6-, 12-, 12- to 18-, and 12- to 24-month price targets and ranges. For more information about target price histories, please write to Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Equity Research Department, Business Manager.

Oppenheimer & Co. Inc. Rating System as of January 14th, 2008:

Outperform(O) - Stock expected to outperform the S&P 500 within the next 12-18 months.

Perform (P) - Stock expected to perform in line with the S&P 500 within the next 12-18 months.

Underperform (U) - Stock expected to underperform the S&P 500 within the next 12-18 months.

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Nano-X Imaging Ltd.NNOX (PERFORM) - NA

Not Rated (NR) - Oppenheimer & Co. Inc. does not maintain coverage of the stock or is restricted from doing so due to a potential conflict of interest.

Oppenheimer & Co. Inc. Rating System prior to January 14th, 2008:

Buy - anticipates appreciation of 10% or more within the next 12 months, and/or a total return of 10% including dividend payments, and/or the ability of the shares to perform better than the leading stock market averages or stocks within its particular industry sector.

Neutral - anticipates that the shares will trade at or near their current price and generally in line with the leading market averages due to a perceived absence of strong dynamics that would cause volatility either to the upside or downside, and/ or will perform less well than higher rated companies within its peer group. Our readers should be aware that when a rating change occurs to Neutral from Buy, aggressive trading accounts might decide to liquidate their positions to employ the funds elsewhere.

Sell - anticipates that the shares will depreciate 10% or more in price within the next 12 months, due to fundamental weakness perceived in the company or for valuation reasons, or are expected to perform significantly worse than equities within the peer group.

Distribution of Ratings/IB Services Firmwide

IB Serv/Past 12 Mos.

Rating Count Percent Count Percent

OUTPERFORM [O] 405 65.53 189 46.67

PERFORM [P] 211 34.14 67 31.75

UNDERPERFORM [U] 2 0.32 0 0.00

Although the investment recommendations within the three-tiered, relative stock rating system utilized by Oppenheimer & Co. Inc. do not correlate to buy, hold and sell recommendations, for the purposes of complying with FINRA rules, Oppenheimer & Co. Inc. has assigned buy ratings to securities rated Outperform, hold ratings to securities rated Perform, and sell ratings to securities rated Underperform. Note: Stocks trading under $5 can be considered speculative and appropriate for risk tolerant investors.

Company Specific Disclosures In the past 12 months Oppenheimer & Co. Inc. has provided investment banking services for NNOX.

In the past 12 months Oppenheimer & Co. Inc. has managed or co-managed a public offering of securities for NNOX.

In the past 12 months Oppenheimer & Co. Inc. has received compensation for investment banking services from NNOX.

Oppenheimer & Co. Inc. expects to receive or intends to seek compensation for investment banking services in the next 3 months from NNOX.

Additional Information Available

Company-Specific Disclosures: Important disclosures, including price charts, are available for compendium reports and all Oppenheimer & Co. Inc.-covered companies by logging on to https://www.oppenheimer.com/client-login.aspx or writing to Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Equity Research Department, Business Manager.

Other Disclosures

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Nano-X Imaging Ltd. NNOX (PERFORM) - NA

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Nano-X Imaging Ltd.NNOX (PERFORM) - NA