Greetings, and welcome to Nano-X Imaging Ltd's First Quarter 2021 Earnings Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Glenn Garmont, of Investor Relations.

Thank you, Joe, and thanks to everybody for joining the Nano-X Imaging first quarter 2021 conference call. On today's call, we will hear from Rand Poliakine, Chairman of the Board of Directors and Chief Executive Officer; and Itzhak Maayan, Chief Financial Officer. Before we begin, I'd like to remind everyone that management's remarks today may contain forward-looking statements regarding the company's financial results, research and development, manufacturing and commercialization activities, regulatory process operations, the impact of COVID-19 on its business and other matters. These statements are subject to risks, uncertainties and assumptions and are based on management's current expectations as of today and may not be updated in the future. Therefore, these statements should not be relied upon as representing the company's views as of any subsequent date. Factors that may cause such differences include, but are not limited to, those described in the company's filings with the SEC. We will also refer to certain non-GAAP financial measures to provide additional information to investors. A reconciliation of non-GAAP to GAAP measures is provided in our press release, with the primary differences being stock-based compensation and class action-related expenses. With that, I would like to turn the call over to Nano-X’s Chairman and Chief Executive Officer, Ran Poliakine. Rand?

Thank you, Glenn, and thanks to everyone joining our first quarter update call. Also joining me on the call this morning is Itzhak Maayan, our CFO. I would like to start with the FDA 510(k) clearance of Nanox Cart X-ray system. The key highlights since our last quarterly update has been the FDA clearance for our single source system, which we now refer to by its cleared name the Nanox Cart X-ray system. This 510(k) clearance represents a significant milestone for our company. It is the result of 9 years of R&D and the very meaningful leap forward in x-ray technology. We believe that this clearance supports a similar regulatory pathway for the multi-source system. This clearance is an important stepping stone towards our designated commercial multi-source system the Nanox.ARC. That leverages our unique mess chip, low voltage, nanoscale cold cathode X-ray source technology. It is smaller and cheaper to manufacture the legacy hot filament technology that requires special cooling and rotating mechanics, and we believe can replace analog X-ray technology that has been used for over 120 years. As we demonstrated live at RSNA, the Nanox.ARC can produce high resolution, clinical quality imaging in both 2D and 3D across a range of imaging procedure. We believe the result is a simpler, more cost-effective machine with a smaller footprint. Moving now to the supply chain. And manufacturing ramp up update. So our supply chain and manufacturing ramp up, we continue to make important progress building our global supply chain including scaling up our semiconductor fabrication plant in South Korea. The fab is currently in construction and will be built next to the SK Hynix semiconductor cluster in South Korea, the world's largest semiconductor center. The subside is 12,000 square meters, including 1,200 square meters MEMS cleanroom. This overall project cost…

Thank you, Ran. Nanox reported a GAAP net loss applicable to ordinary shares for the first quarter of 2021 of $12.7 million compared to a net loss of $7.4 million for the first quarter of 2020. Non-GAAP net loss applicable to ordinary shares for the first quarter of 2021 was $7.1 million compared to a non-GAAP net loss of $2.6 million for the same period in 2020. A reconciliation between GAAP net loss and non-GAAP net loss for the three months period ended March 31, 2021 and 2022 is provided in the financial results that are part of the press release we issued this morning. The difference between GAAP and non-GAAP net loss to ordinary shares is mainly due to share-based compensation and expenses associated with the secondary offering completed during the quarter. Non-GAAP research and development expenses for the first quarter of 2021 were $2.1 million as compared to $689,000 for the comparable period in 2020, reflecting the increased development activities of our Nanox system. Non-GAAP marketing expenses for the first quarter of 2021 were $1.2 million as compared to $651,000 for the comparable period in 2020 as we continue building our brand awareness and product marketing capabilities. Non-GAAP general and administrative expenses for the first quarter of 2021 were $3.7 million as compared to $1.2 million for the comparable period in 2020 and as we are ramping up our investment in expanding our management team and the overall organizational infrastructure in additional costs related to the company's secondary equity offering. Net cash used in operating activities during the first quarter of 2021 was $4.4 million as compared to $2.3 million for the comparable period in 2020. As of March 31, 2021, we had approximately 47.6 million shares outstanding. We ended the first quarter of 2021 with cash and cash equivalents of approximately $219.3 million, including $13.6 million cash in transit, which were paid soon after the quarter ended and with no debt. For the quarter, cash uses included funding of our operating activities and investing $5.7 million in purchasing property and equipment. Nanox guest position increased versus the year-end 2020 is our financing activities generated $15.9 million, including $2.2 million from option and warrant exercises and $13.6 million we fell by trustee following share option exercises. We believe that our current cash is sufficient to fully execute on our plan of manufacturing, shipping and installing 15,000 of our Nanox.ARC units which we are targeting by the end of 2024, while continuing to expand our delivery capabilities and invest in our clinical and product road map. And with that, we would like to open the call for questions. Operator, please start the Q&A session.

[Operator Instructions] Our first question is from Kyle Mikson with Cantor Fitzgerald. Please proceed.

So I just was wondering if you could provide a bit more detail on why the third-party to manufacturer experience the delays. Just wondering if that's a systemic kind of issue. Just a like a per background, I guess, on the last call, you mentioned two tube suppliers in Korea, but then stated that you wanted to bring that in-house eventually. So just wanted to understand if there's an update there. And also, I was wondering if the delay is indicative of any issues with the ability of the two components to withstand the temperature between cathode and diode.

Okay. Let me take that. Thanks for the question. I would go back again just for the context in terms of our supply chain. So our units is based on, let's say, three main, I would say, critical components. One is the chip, the other one is a tube that enclosed with the chip and the other one is the system. I believe that in terms of the system, what we reported before is that given the mutations of traveling during COVID-19, we mitigate our risk, and we are successfully opened up a manufacturing plant in subcontractor initial for the system integration, and I believe we also issued a press release on that. So that has not changed. In terms of the chip manufacturing, what we've also, I believe, relieved that we do have a long-term investment in a beautiful facility in South Korea. And we are now migrating the technology from Japan to Korea to deliver that by second half of this year, we will have a sufficient ability, we believe, to supply the chip component. In terms of the tubes, we are working currently with three suppliers. Actually, with the supply in Korea that was our leading supplier, and we simply had issues related to the final assembly and testing. They're still working on it. And when we saw that this is delayed, we just opened up two other suppliers, one of which already is in a good position to supply those tubes. And the second one is expecting to show some results later on in this year. And we also believe that even the first supplier that experienced some delays will come around. So what we are doing, we are mitigating the risk of the delays by opening two additional suppliers. And also making sure that we have sufficient, I would say, sufficient access to suppliers that are not only in Korea. So we open up another one in Italy. So that's really what we did. I believe that due to COVID-19, also traveling and making sure that everything is okay, is not easy. So overall, that's why we felt that it will be prudent from the company's point of view to plan and to report that we are not going to ship those 1,000 units on the first quarter, as previously announced.

It's positive, obviously, about the 15,000 placement goal remains in place. But could you just talk about your level of confidence that you'll be able to hit that? Because obviously, it's a pretty kind of steep ramp in '22 and beyond. And then kind of related to that, is there any concern or risk about the X-ray Cart manufactured as well according to the original plans?

I'm sorry, can you repeat the second one? Sorry, I got the first one. But what was the second one? Any risk?

Any risk to be Carts being manufactured. We talked about tubes and chips, but just wondering about the Carts themselves, like.

Okay yes, yes. So I think let me answer the first one first. I mean the good news is that we have in I think unparalleled demand. I mean, we have already, as we reported, 5,150 units that are spoken for in over 13 countries. Based on the prototype that customers have seen. We also have a collaboration agreements with U.S RAD and SK Telecom for additional 5,500 units. And we have a very, very healthy pipeline following the RSNA show. So I think on the demand side, I don't see any reason why we couldn't meet our goal of first wave of 15,000 units. On the supply side, I think that the focus right now will be in two areas. One is to really complete the scaling up of manufacturing and getting units on its way to customers. And that's something that we do believe has very little risk in terms of validity, simply because we have the prototypes, and we just now getting things in line in terms of manufacturing and assembling, we do not see any reason that we cannot meet our numbers even with our facility in Israel. And as we reported before, we expect to open up the facility in Taiwan with Foxconn as soon as the world will open a little bit more. Now all of that, the big caveat we have, and that's really, I think, I believe part of the reasons for our delays is really that while we feel that COVID-19 in some countries, especially in Asia, is kind of taking care of in other countries, it's much more difficult, specifically in Korea, there have been a lot of restrictions. And that's something that we should pay attention to because it could delay somewhat, but not fundamentally, I think. So on the supply side, we don't see any long term risk. We're just experiencing what I believe many other companies are experiencing, which is really the COVID-19 issues as well as the what you would call a normal assembly issues that are all going to be taken care of?

And just one last question for me. In the new expectation for the at least 1,000 placements in 2022, I guess, when do you expect to receive FDA clearance and CE Mark approval? Because I know you want to submit those this year.

Yes. Actually, that's actually the second part of your previous question. The second one that we need to make sure that it's happening in order to meet the demand is really to get the clearances, not only for the FDA, for the U.S. market, but in all those countries that we sign contract with. And our first step toward that was clearly the clearance of the Nanox.Cart, which we got earlier this year. And the next milestone will be to submit the multi-source system, the commercial system, and we believe we will do that with the FDA still within this year. And in parallel or shortly after, we will also submit in other countries, and that's a precondition, obviously, to start and operate the business in all those countries where we got where we got contracts signed with. We do believe that when we deploy in mass in 2022, we should already have clearances in multiple countries. And that's what we're planning on.

Our next question is from Ravi Misra with Berenberg Capital Markets. Please proceed.

So just one on the tubing and kind of how it applies to the multi-source system. Can you just kind of remind us regarding your supplier contracts with the multi-source, is that based on a ceramic tube or is it glass to possible, number one, from a contract perspective. Number two, from an engineering perspective, say you have more unanticipated delays around putting in the ceramic tube. Is this something you can submit to the FDA at kind of the kVp range you've discussed in the past, up to 120 from a glass tube? And then third, maybe just on the multi-source submission, what is the kVp that we're looking at when it comes to the filing that will be submitted for FDA approval?

Yes. Okay. Thank you, Ravi. So I think it's very good question, and the answer is both are possible. I mean, currently, most tubes in the world are based on glass. So there are no limitations in glass tube to reach kVp nor to meet any submission to the FDA. We are working in parallel on both ceramic and glass tubes, as I mentioned in previous calls, the ceramic tubes is mainly due to ease of manufacturing. And we do have confident that in both technology, ceramic and glass one can achieve the required goals, which is, in our case, up to 120 kV in certain MA. And that's something that we feel very confident that we can do, and we demonstrated that at least so far with the glass tube, and we are in process of completing the ceramic tube stabilization, let's call it, as we speak. So I don't see any real concern there. Both of them are totally adequate in order to submit to the FDA. And that's something that will take it to the finish line. We -- it's good that we have two alternatives and three suppliers, and we believe that, that will not be an issue from that area. Now in terms of what we are planning to submit, as we mentioned before, we are planning to submit a submission that is either 100 or 120 kV. That's all related to the procedures that we will include in the submission. And that's something that we are reviewing right now. I want to assure you that the limitation will not be from technology point of view, but rather from procedure's point of view, we will decide on which procedures we want to submit with the FDA or any other regulatory submission. And we'll take it from there. But from a technology point of view, there is absolutely no limitation to go the full range.

And then just maybe on the manufacturing. Let's just -- I just -- I'm trying to kind of quantify the risk around your margin profile. If this thing gets to market as a glass tube you've said in the past kind of 10,000 to 12,000 kind of manufacturing cost. What kind of step-up or delta, what we see here between a system that had glass and versus there something that we should be contemplating there and our margin kind of there.

Well, I don't think so. I think currently, at least, our suppliers with the glass tube quoted $200 in mass production. That was the initial quote, and we believe it's reasonable. It may be a little bit more than the ceramic tube. But remember, we have only 5 tubes in the system. So overall, I think the other component, like the power supply detector, mechanics are much more impactful in terms of meeting the $10,000 goals over time than the tubes themselves. So the answer is not going to have a big impact. The impact that we were mitigating is really scalability and how quickly can we make big quantities? And we now feel that both in the ceramic and the glass, there are ways to make a lot at one bench, and that's something that we feel very comfortable with when our suppliers -- the glass suppliers actually showed us.

Our next question is from Jeffrey Cohen with Ladenburg Thalman. Please proceed.

So I wondered if you could expand upon your regulatory strategy for CE and some of the other territories. Is it your plan to wait until the FDA has cleared the multi-source system and then pursue CE mark and other marks with the other agencies. Or are you planning on taking the single source into other regulatory approvals as well.

Okay. Let me try and answer that. So the first point is that we are not expecting currently to take the single source to be cleared in any other countries other than the U.S. So that's first thing. The second thing is alongside the submission of the multi-source in the U.S. to the FDA shortly after actually going vision submitting into other regulatory authorities. In terms of the fee, we also need to make sure that the company is compatible with certain ISO standard in order to be able to submit to the fee, and that's something we're working on. Overall, the reason why we're waiting until the submission, but not the clearance of the multi-source to the FDA simply because a lot of the testing and a lot of the laboratories, testing that we are conducting for the FDA are very similar to what other countries are acquiring when submission there. So that's the only reason. We are doing it a bit after the submission of the multi-source to the FDA.

And can you talk about software developments during the first quarter, it seems like most discussion has been around the hardware and the regulatory side. Was there any significant milestones on the software side this quarter?

No, no, not everything is planned. I mean, we have -- I mean, our software has the three components. One component really is the operating system for the machine itself and that's fully functional as you could have also get the impression, I believe, from the demonstration at the RSNA. So that's, let's call it, the operating system. The second component has to do with what we call the reconstruction or how we take multiple images from different angles and make sense out of them with the algorithm and mesh technology, which is software that we developed in-house, and that's something that we are -- we have a version, but we're continuing to, obviously, to improve it. And the third one is really the cloud and the uploading and the cloud management and that's something that we are -- in the cloud, we have the operational cloud and the clinical cloud, and that's all in progress as planned. We do believe that alongside with launching the commercial solution all of that should come to a place where it's mature and stable and ready for scalability.

And then lastly for me. You mentioned opening a facility in Italy. Can you just review from my edification, what activities are going to be going on there?

Yes. Actually, we do have a supplier in Italy, which is a leading supplier for tubes that we sign as a mitigation plan to provide us with tubes that including our chips. And that -- so we did a very, very quick. This quarter, actually, we did a very quick education for both sides. And we sent -- it's possible to send people from Israel to Italy. So our engineers spend time there. And so far, so good. We have very good confidence that the suppliers able and capable to supply tubes with our chips. And we're doing it for really for redundancy and in order to make sure that we will have tubes ready for our big vision to deploy many units, and that's happening as we speak. So that's the reason we did that. And again, as you know, we have two suppliers in Korea, but Korea is also going through some still through some COVID-19 limitations. So it's sometimes hard to predict when things will happen. So we took as a mitigation plan, we opened another supplier and brought up to speed very quickly. So now we have three suppliers, and the Italian one is very, very much capable to give us what we need.

Our next question is from Suraj Kalia with Oppenheimer. Please proceed.

Ran, it's -- can you hear me all right?

Yes. Yes.

Perfect. So Ran, a lot has been discussed, and let me see if I can hone in on a few specifics. You mentioned parallel pathing the glass and ceramic tubes for the multi-source. The single source, was it a glass or a ceramic tube, Ran? That would be my first question. And by definition, if the tube architecture is switched and your kVps are changed. The change in tube architecture would mandate a certain level of stability and life cycle testing. Just kind of walk us through, given the switch in suppliers, what you are thinking about the multi-source submission, especially with your comment about parallel pathing glass and ceramic tube.

So the first question is that the Cart itself, the Nanox Cart was using glass tube. So that's to answer your first question. And I think in terms of the tube, I would say that there is no -- I mean, it's the same kVp other than minor mechanics, maybe mechanics that we need to adjust, we can go either with ceramic or glass. So we don't see any concern there. In terms of the electrical system or the housing system, the drivers, the digital driving, it's all the same exact things. You're absolutely right that this supplier that is coming in line needs to meet qualification. Of medical supplier, and that's why we're very happy to say that even the new supplier that we brought from Italy is very famous for tubes for medical equipment. And they need to meet ruggedize test and the acceleration test, and there is a whole list of VNV, what we call, Validation And Verification that we need to go through before we qualify this tube, and that's something that is ongoing as we speak and should not be a concern toward the submission of the application to the FDA. I would say though that given the basic fact that our first supplier in Korea failed to deliver on time, the tubes, by definition, the multi-source submission has been dragged a bit longer. It's still within our guidance. So we are going to submit it within this year, but it will require us to work in parallel with multiple suppliers. And do those tests in a few sites. But I don't think it's a major -- from a risk point of view, I don't see that as a risk. We don't believe it's introducing a risk other than the fact that the submission could have been done earlier than later this year and that's something that we are facing.

So Ran, just to be clear, now that you all are switching suppliers for the ceramic tubes, prior to submission for your 510(k) clearance, would I be right in saying that you all -- it is not possible to finish stability and life cycle testing for this new -- through every supplier has to undergo qualification, right? But you would not have conducted the requisite amount of stability testing. Is that the right way to think about it?

Yes, yes, I think it's absolutely right, Suraj. So what you're doing, you're actually taking the final tubes, put them in a system and runs the system to stability test and all kind of testing of tube assembly and electrical testing and others. And that's something that normally takes between, I don't know, 4 to 6 weeks, and that's something that you need to do anyway. So what we are thinking, what we're doing is doing that in parallel with all suppliers. So we have redundancy again. And again, we are planning to mitigate all possible risk here. But it's true that when you're submitting the system to the FDA, you need the system to be tested. And you need to go through the full testing of a system that includes the said tubes. Now -- so that's what you need to do. And we are totally prepared to do it, and we'll do it within time before the submission. So it's not a big change. It's anyways, you need to do it.

Ran, I know I'm getting in the weeks here, so forgive me, just trying to understand. So your single source tube, it has a focal spot of 0.3 millimeter compared to the predicate and the reference devices, which have like 0.6 to 2 millimeters. So there -- given the difference in the focal spot, right, there will be a difference for the required exposure times so I guess maybe you could just kind of talk about the multi-source system. How should we think about it? Your 5 tubes. Will each tube to be capable only of 40 kVp? Are there going to be any limitations in terms of exposure times and focal spots?

Yes. Well, I think, first of all, our system multi-source system is designed to give away more than 49 kVp, simply because we're looking at a full-body scan and full-body scan requires sometimes 100 kVp or even more. So each one of the tubes is capable of moving from -- all the way from 20 kV all the way to 120 kVp, that are how we plan it. So when you're looking at a soft tissue, you can reduce the KV to a penetration power that we look at soft tissue. And when you're looking to a bone, you can increase the penetration power to 90 kV or whatever you need in that specific procedure. So that flexibility that we have in our unique Nanox X-ray tube that is very unique to us so that's one point. So everyone of our tube is capable of moving through the range of kVp from a very low, which is really soft tissue all the way to very high, which is the hard issue, okay? Now each one of them is operating separately, but in sequence, which means we can control each one of those 5 tubes. And as you recall, they are located in different angles to the target. And we can actually create what we call a recipe, and that's really a sequence of exposures that will be done specifically to a procedure. For instance, if we're doing a tomosynthesis -- if we're trying to do a tomosynthesis imaging for a chest, there will be one recipe or if we're doing something like we demonstrated in the RSNA, which can be a hand or risk, it will be another sequence altogether. That's something that are assisting is fully capable of doing. Now in terms of focus spot, you're right. In most cases, you don't need 0.3 in millimeter focus spot. I think the limitation comes from the thermodynamic and not from the -- because you can go with focused spot as low as you want. At the end of the day, it's the question of thermodynamic, and we have a special design that we believe is optimizing what we need in order to go through procedures that are most popular in a full-body scanner, which are not necessarily going to be the same as the 0. 3 millimeter focus spot of the glass tube for the 49 kV.

Final question, Ran, and I'll hopp back in queue. I remember -- please correct me if I'm wrong, you want a talked about building inventory for the multi-source in anticipation of 510(k), there was some discussion and forgive me, I have to go back and check my notes about building some inventory. Could you give us a status update on that? And have your partners that you'll have signed these contracts with reached out and asked for renegotiations based on any of these delays?

Yes. Well, I think for the first question, I mean, we do have the assembly line in Israel, and we are we already -- we're ready to populate those units, and we are -- we have no problem of scale there. So we do have systems ready in our factory in Israel, waiting for the final integration of the tubes and what we call VNV. And that's something that has not changed from our last -- I think, last call that we had with U.S RAD. So it's the same. And we don't see any problem of scaling that. And in terms of partners, I mean, we are in constant touch with each one of our partners. And the idea there is to send units as soon as we get them even prior to regulatory approval just for them to get through the training session. I mean to put a partner in a way that they can function, you need to train, you need to go through regulatory approval locally. We need to go through acceptance tests. So we are in a very good touch with other partners and also new partners that are trying to get in line. And everybody is expecting the units to be shipped. I think in -- generally speaking, I think everybody expected to be able to start using our device commercially during 2022. So in that sense, we are not really in a delay mode, what is delaying that the submission of -- I'm sorry, the shipment of the first unit right now seems to be delayed. But overall 2022 will be a prime time year for us, and that's our communication to our partners, and they are very eager to start, obviously, like us and using our technology.

[Operator Instructions]. Our next question is from Rahul Rakhit with LifeSci Capital. Please go ahead.

Can you guys hear me?

Yes.

So I apologize if I missed this in the prepared remarks, but can you remind me of the regulatory requirements for the Nanox.CLOUD? Is there going to be a separate 510(k) submission required?

Yes. I mean, when -- before going live, we're going to submit the CLOUD and the ARC, so two separate systems that needs to go through regulatory clearance.

And then the timing of that clearance for that application tied to that of the ARC? Or do you expect the two to come separately?

Yes. I mean, it all comes together to our prime time -- when we start operating the business. So we believe that we're going to submit everything in time within this year. And before we go live, everything will be in place so that we can, not only in the U.S., but also in other countries start to conduct business.

And then following 510(k) clearance, what does time look like for some of those ex U.S. regulatory approvals? I know you touched on it a bit, but maybe you could help me better understand, which regions outside of the U.S. Do you view as low-hanging fruit? In which regions do you expect to have a bit lengthier of a regulatory process just in terms of thinking about some of this earlier revenue?

Yes. Well, I think, first of all, as a reminder, again, we are -- we have agreements in 13 countries today. I think it's very obvious that the U.S. market is a very important market for us. And therefore, that's the first submission that we'll see. We're also looking at Korea, South Korea. We have a strategic partner there. It's a very important market as well as Israel which is a backdoor or backyard for us. Other than that, the CE Mark will give us access to at least right now. Two agreements that we have in Italy and Spain, Spain and Portugal, actually. And I would say that another indication that we're actually studying now is submitting in countries where we believe that the clearance will be short. And I think we also have some additional countries that will come in that category. But overall, I think USA market is a major market for us, South Korea, Israel and all the other countries that we signed either within the CE or other than the CE mark. And all of that will start rapidly to submit once we submitted the multi-source to the FDA later this year.

So I guess, just kind of pushing on that a little bit more of the first 1,000 units that you expect to deploy, do you think the majority of those will be deployed in the U.S. as well as Israel? Or do you think more of those systems will be ex U.S. or in the EU?

Yes. At this point, I don't want to provide any specific numbers, but I think I gave you kind of where we believe the market that will submit first will be -- and we don't know exactly which units are going where because it's also depending on the timing of the regulatory costs. So for instance, if we'll get a regulatory price in the U.S., but other countries, by definition, the 1,000 units will go to the U.S. first. If however, we will get the clearance in the U.S. and in Paladin Israel, first, that would be the first countries will be operating in. The good news is that we have no problem of demand, and that's very good news for our company. Like Nanox because we can -- really, we're sitting now on a very, very big backlog of orders that are subject to except and test and regulatory for us. And that's why I think I cannot give you an accurate answer at this point for that before I get the clearance. For the different countries.

Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to Ran Poliakine for closing remarks.

Thank you very much. So I think that concludes our call for this morning. Again, we are very excited to receive FDA clearance of our single source X-ray Cart system. We delivered on a key milestone this year. We believe this clearance supports a similar regulatory pathway to ultimately gain clearance for our multi-source device. We're working on submission of our 510(k) of our commercially designated multi-source Nanox.ARC device this year. Thank you again, and have a good day.