Greetings, and welcome to Nano-X Imaging Ltd. Fourth Quarter and Full Year 2020 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.

It is now my pleasure to introduce, Bob Yedid of LifeSci Advisors. Thank you. You may begin..

Thank you, Daryl, and thanks to everyone for joining the Nano-X Imaging fourth quarter 2020 conference call. On the call today, 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 cause such a difference include, but are not limited to, those described in the company’s filings with the Securities and Exchange Commission. 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 with our press release, with the primary differences being stock-based compensation and class-action related expenses. With those prepared remarks, it’s now – it’s my pleasure to turn the call over to Nano-X’s Chairman and CEO, Rand Poliakine.

Rand?.

Hey, hello. Thank you very much, Bob and thank you everyone for joining our fourth quarter update call. As Bob mentioned, also joining me on this call this morning is Itzhak Maayan, CFO. So we had a very exciting Q4, our fourth quarter of the year. And we would like to share with you some of the outcome.

Before we’ll dig down into the details, I would like to cover numerous number of things that we successfully accomplished in this quarter, which I think would give you a little bit of the feeling of the activity that is going on in the company. So, first and foremost, we successfully demonstrated the Nanox System at the RSNA 2020 meeting.

That was a huge milestone for the company, as we demonstrated the technology, the system, and also got two radiologists from the U.S. to that those images and we’ll touch upon it in a minute. We also further invested in Korea, as you well-known, Korea is a major part of our supply chain.

And during the last quarter, we invested a lot in human resources, investment and actually a lot of work, basically making sure that our supply chain is in line with our plans, which are basically starting to ship products still with this year, we talked about 1,000 units that will get into Q1 of 2022.

To do that, we rented an interim manufacturing facility in Korea for MEMs production. We invested a lot of capital into expenditure for the advanced semiconductor manufacturing equipment, and we even purchased the land, which would be the major site for Nanox in the Far East.

We purchased a land that will be our permanent establishment for the MEMs chief facility as well as other R&D matters, all of that in South Korea. The next point that we did and we accomplished in this quarter is really, we added to the senior leadership team a new COO, CTO and CMO.

All of them came to guide the company expansion and execution plan to build out our team, so that we can deliver on the promise.

We extended our technology collaboration by signing agreement with Ambra Health to facilitate – I would say, to facilitate the transfer of our files to Ambra Health platform into medical hospitals and medical imaging providers in the U.S., that’s something that is very much tuned to fitting our operation in the U.S. to work.

We added two additional strong board members. One of them is Dan Suesskind, used to be former CFO of Teva Pharmaceutical, actually for 25 years even served on the Board as a board member there. And the second one is Noga Kainan, who’s very known in Israel to be the Head of the CFO Forum for Israel. Both extremely experienced in publicly traded company.

I think this is – the next one is a news that everybody wanted me to say. So indeed, we submitted a comprehensive response to the U.S. Food and Drug Administration, the FDA, which Nanox believes addresses the agency outstanding question on the company’s 510(k) submission seeking U.S. regulatory clearance of its single-source Nanox.ARC.

Nanox expect that it can obtain U.S. regulatory clearance of the single source quite soon. And the last one, I think that you all pretty much was publicly shown, we completed a successful offering of 3.1 million shares by certain non-director, non-officer selling pre-IPO shareholders.

So that’s kind of highlight of how exciting this quarter was and we’ll get into details in a minute, but just before then, allow me for a additional couple of minutes, just to remind for those of you that are not following the company on a daily basis, just to kind of set the ground.

So what we have developed is proprietary imaging technology based on a novel digital MEMs semiconductor cathode, we believe that we can achieve the same functionality than the legacy x-ray system on analog cathode, while allowing for lower cost production than existing medical imaging system. So this is really our trick.

Now the Nanox.ARC product is a 3D tomosynthesis full body imaging system generated high resolution 3D x-ray images that reconstruct the human body or images specific body parts and can be read by medical professionals. So it’s a multi-purpose device, the Nanox.ARC, this is very important point.

A touch to the ARC with the Nanox.CLOUD, which is a software piece, which is now in prototype stage. And those images that we took from the Nanox.ARC can be sent to the cloud where it can be viewed, stored, matched with radiologists reviewed using diagnostic AI, and send for billing and reporting. So that’s the other side of the system.

So we have the Nanox.ARC and then the Nanox.CLOUD. Again very quickly, so just to make everybody familiar with what we do.

Our business model is very innovative, we call it MSaaS, which is medical-screening-as-a-service, but really it’s a SaaS model, business model that provides Nanox.ARC at no or little cost to the healthcare provider, removing the large capital expenditure associated with traditional systems that is upfront or in this payment.

We’re building a global network to deliver imaging availability. We have signed nine of those MSaaS agreements for global deployment of over 5,000 units of our Nanox.ARC and additional 5,500 units through strategic collaboration agreements. So again, business model is very novel.

It’s all due to the fact that we can reduce the cost dramatically and the connectivity to the cloud. Now, the next point that I want to everybody knows, but still, I want to mention it, that we have to date a very strong balance sheet. And of course, our CFO will touch upon it.

But it’s important to know that we ended the year 2020 with $213 million, zero debt. And all of that is to fund continue development, manufacturing and distribution of Nanox.ARC, or in other words, this is the money we need for execution of our plan. And we’re clearly going to use it for that.

The next point is that we’re continuing to build the coalition of strong business partners. So just to mention, SK Telecom and Fujifilm and folks on all of those relationships are heavily being managed. We have a lot of initiative there and it sort of comes together to an integrated solution that we hope we can achieve very soon.

So that’s kind of again, going back to the beginning, what is Nanox and what we’re here to do. And with that in mind, I would like to start give you a little bit more color on the different activities. So let’s start with the RSNA demonstration.

So we successfully demonstrated our Nanox.ARC next-generation x-ray prototype at the 2020 Radiology Society of North America virtually, it was virtual this year annual meeting. People know this is RSNA.

We made the live demonstration, which was viewed by a global audience of thousands, featured the range of 2D and 3D images procedures using our groundbreaking digital x-ray tube in a unique multi-source array structure.

I would like to review a few highlights from the demonstration, which featured analysis and commentary by two U.S.-based radiologists of images generated by the Nanox.ARC as compared with images generated by legacy source.

So in other words, we demonstrated the systems with technology, but not only the technology, we also brought on board two radiologists from the U.S. to give the validation there. In the first demonstration, a single source to the image of my hand, my physical hand was captured.

The radiologists noted that the Nanox.ARC based image provided excellent image quality, even smaller details with good contrast between the bone and soft tissues. They were quite impressed. And by the way, this movie of this demonstration is available on our website. So everybody that’s wants to see it, it’s there.

In the second demonstration, a multi-source Nanox.ARC employing multiple tubes was used to capture a 3D tomosynthesis of a phantom hand. The image was compared to a conventional 2D x-ray taken the day before the nearby hospital. The radiologists were impressed with the high resolution of Nanox.ARC image.

And we’re able to see things on that image that’s we’re not able to see on a 2D study.

Furthermore, with its overlapping images and angles the multi-source Nanox.ARC generated 3D tomosynthesis images allows radiologists to address the problem of overlapping biomass that often obscure their ability to make accurate diagnosis using a conventional 2D image.

Similarly, a comparison of images of the phantom chest allowed the radiologists to determine that’s what appeared to be a lung nodule in the lateral to the x-ray image, were actually the blood vessels is determined by the 3D tomosynthesis generated by the Nanox.ARC.

Additionally, actual lung nodules not seen on the x-ray or detected by the 3D tomo of Nanox.ARC, you’re not sure clinical practice, the discovery of lungs nodules typically result in an early intervention, such as lung biopsy, which if determined to be a malignant could have significant increasing the patient’s chance of successful medical outcome and prolonging survival.

So this is a key point that we demonstrated. This is our vision for the Nanox.ARC in the Nanox.CLOUD, which it’s reduces the complexity and lower costs compared to a legacy x-ray systems.

We aim to deploy thousands of these machines around the world, provided access to imaging to the roughly two-third of the world population that either have limited or no access to any images today or experienced very long wait time.

Our goal is not to compete with established industry players, but rather to expand the overall market with an innovation for mass deployment to smaller health care facilities, including urgent care centers, outpatient clinics, and rural areas in both developed and developing countries.

As we have said before, currently there is a significant opportunities since access to medical imaging allows for earlier detection of serious disease, such as cancer and cardiovascular disease when they are more treatable. Early detection has the potential to drive improved patient outcomes and reduce cost to healthcare systems around the world.

A replay of the RSNA demonstration is included as part of the investor webinar that we hosted immediately after the RSNA and is available on the investor section of our website. I encourage all interested parties to view it, if you have not already done so. So that’s really summarize the point of the RSNA again, a major milestone for the company.

I’m very proud of the team that we put together this type of demonstration, which was very powerful and actually started a flood of interest and I would say, credibility to the company that involve reaching out to the company from all over the world following this show. Now I want to talk again – to take a step back and talk about the unmet need.

I want to take a step back and for those who may be new to the story, I want to say, as we founded Nanox to address a significant unmet need in medical imaging, since there has been a lack of meaningful innovation in legacy analog x-ray technology, since its invention more than 120 years ago.

High-end x-ray products are costly and complex resulting in machines that are very expensive to purchase, maintain and require a large footprint. In short, these machines are too costly and too complex for most global deployment, despite the fact that everybody realized the power of medical imaging in modern healthcare.

We developed a novel x-ray source based on digital MEMs system. It’s based on semiconductors, it’s a nano-system, actually a chip, that took years to develop, at scale this can be produced at a significant lower cost than analog x-ray cathode.

We believe our device the Nanox.ARC has the potential to revolutionize the global availability of medical imaging. Another key advantage of Nanox.ARC in addition to its size and cost will be it seamless integration with Nanox.CLOUD.

Our cloud-based platform that seamlessly connects to an API, Nanox.ARC with a medical professional, who review and interpret images, regardless of where they are located and it’s a key point to the audience because the ability to disconnect between the patient and the diagnostic is key today, especially after what happened in the last year with COVID-19, et cetera, everybody realized that’s what’s happening in Africa as they get off into New York city and vice versa.

And for that reason, the Nanox.CLOUD is answering the – or giving the capabilities of uploading a scan from one area in the world and getting diagnosed in a totally different area. And that’s a very key point of the Nanox overall offering. The Nanox.CLOUD will provide hospitals and physicians with a faster access to critical information.

And we believe the Nanox.CLOUD will be an important part of our value proposition. Going back to the first quarter development, I just want to turn now into the recent development, the company since our last quarterly report. I covered in high level, now I’m going to go a little bit more in detail.

In January, we announced an expansion of our strategic collaboration with USARAD Holdings, a U.S.

Joint Commission accredited teleradiology and telemedicine company to launch and advanced diagnostic service, this service combines over 300 experts, radiologists just over 20 FDA cleared 510(k) cleared artificial intelligence algorithm to support the medical diagnostic industry.

We’ve planned to use the X-ray based algorithm, including 2D and 3D tomosynthesis to provide analysis of large data sets combined with experts, radiologists interpretation to a unique proprietary workflow. Once operational, the Nanox system is cleared by the FDA. This AI based Second Opinion service will be an integral part of Nanox service offering.

And that’s a key point because it’s not only does we’re going to provide the images, but the diagnostic and the assistance of third-party AI companies is something that is, again, it’s a key in the new era of history.

Recall that in February of last year, we announced a strategic collaboration with USA Radiology to deploy 3,000 Nanox stock units across the U.S., subject to regulatory approval. This new venture strengthen our partnership, where allowing us to jointly offer the latest and emerging AI technologies to our customers.

So again, this is a key development in what happened in the Q4, and we all look forward for a very successful integration of this Second Opinion platform into our overall offering. The next point is Ambra Health. So I’m sure that most of you know about Ambra.

And again, during the fourth quarter, we announced in agreements with Ambra Health, the leading medical data and image management cloud software company to facilitate the transfer of medical images between U.S. hospitals and medical images provider. In the U.S., Ambra will serve as an enterprise image exchange solution integrated with the plant.

Nanox System deployed – deployment via Nanox.CLOUD infrastructure. The Ambra suite of consolidate multiple imaging systems into the cloud storage platform that lets medical imaging be accessed securely anytime, anywhere.

Leading facilities use Ambra to connect directly to multiple modalities and imaging systems creating a unified source of imaging data that is accessible to providers and patient. Ambra is an ideal partner for Nanox, as their solution perfectly complements Nanox.ARC and Nanox.CLOUD. The Ambra network is vast.

It’s includes seven of the top 10 hospitals in the U.S., and six of the top 10 children hospital. The network managed over 8 billion images and it is in over 50 countries. So again, this is the major developments for the company.

This is how we’re setting up ourselves to actually execute on the value of accessibility, and Umbra is a perfect partner for that. The next point that I touch upon before, and I will touch upon it again, is our Korean subsidiary. As many of you know, we want to fixture the MEMs X-ray chips at our facilities in Japan.

In December, we established a Korean fully owned subsidiary which with support of SK Telecom and its affiliates company SK Hynix. Now, for those of you that do not know, SK Group is a second or third largest company in Korea, and the SK Hynix is one of the largest MEMs manufacture in the world. So the help from them is very, very important.

We got the help from them for the purpose of manufacturing our MEMs X-ray chips for the Nanox.ARC and indeed we did get such a support for them.

For 2021, we have secured an interim facility and are proceeding with tech transfer from our Japanese hub and the purchase of capital equipment, as we prepared to commence full-scale manufacturing later this year. We’ve also secured the land for a larger type of facility.

It’s a permanent chip facility that we will build to collaborate in the collaboration with SK Hynix, which we anticipate will be operational during 2022. So that’s really our long-term plan. And again, for the audience, as you know, Nanox is a – we’re going on the marathon here.

If we are right in our thesis, we’re going to change a health care in many, many ways and for that, you need to build an infrastructure. And that’s exactly what we’re doing, and we’re doing it day in and day out, including the next topic, which is again to expand our leadership team.

So in terms of leadership team, we announced several key hires since our last update, we announced the addition of Jim Dara as Chief Operating Officer, Ofir Koren as Chief Technology Officer, and Tamar Aharon as Chief Marketing Officer. As we advanced along the U.S.

regulatory path and work towards shipping 1,000 commercial units by the end of the first quarter of 2022, having highly qualified individuals is in this position will be critical to further strengthening our operational capacity and preparing for continued business expansion.

I’m pleased that Jim, Ofir, and Tamar have joined us at this important time for Nanox, particularly as we ramp up on manufacturing with our partners Foxconn and prepare to transition to a commercial stage company.

We also recently expanded our Board of Directors with the appointment of Dan Suesskind and Noga Kainan, effective with our special general meeting of shareholders which was held on February 9. Dan serves as the Chief Financial Officer of Teva Pharmaceutical from 1977 to 2008, and also served as Director of Teva for various period through 2018.

Noga Kainan established a forum of owners, chairpersons and CEOs of leading Israeli company, and also established the CFO forum, which I referred before in 1997, which brings together leading Israeli CFOs. We welcome Dan and Noga to the Board and look forward for their contribution. The next topic I want to touch upon is of course, regulatory.

I mean we are all expecting the regulatory path to take place and that our units will be cleared. So we can start and embark our execution plan in the U.S. and other countries. And at this point, I would like to provide a brief update on our U.S. regulatory approval process.

Recall that in January 2020, we submitted the 510(k) application to the FDA under third-party review program for single source version of Nanox.ARC.

In March 2020, we received a request for additional information from the third-party reviewer, which we responded in September of 2020, we made an additional progress as the third-party reviewer recommended to single source Nanox.ARC to the system, to the FDA for clearance in December.

In late January of 2021, we received an additional information requests from the FDA to which we have now submitted a complete and comprehensive response that we believe fully addresses the agency’s remaining questions. Importantly, we are now in a direct contact with the FDA in addition to the third-party reviewer.

And we believe that the process towards 510(k) clearance will go smoothly from here. We continue to believe that we will receive FDA approval of both our single source and multi-source device still within this year. If approved, we anticipate that the Nanox.ARC imaging procedure in the U.S.

will be covered by existing radiology CPT reimbursement codes regarding the review we plan to submit the multi-source version on the Nanox.ARC CE mark approval this year as well. At this point, I would like to turn the call over to Itzhak to discuss the financials. Itzhak, please..

Thank you very much, Rand. On our last conference call, which was our first as a public company, I went into great detail describing our MSaaS pay-per-scan based business model.

The significant upfront capital cost of acquiring an X-ray machine is a material obstacle for many healthcare facilities, particularly those that are smaller in rural areas with all capital constraints. With the Nanox.ARC, we intend to ship and deploy units with no upfront cost to the facility.

We will be paid on a pay-per-scan basis, which does in minimum service fee stipulated in our standard contract with our service providers. This makes our technology more broadly attainable by healthcare facilities of all sizes while providing Nanox with recurring and predictable long-term revenue.

With our MSaaS model together with our integrated AI image transfer capabilities, we are pioneering a new model and we extended the medical imaging industry to follow. Our MSaaS model is clear and the positive impacts on our early sales effort.

As of today, we have executed contracts for the deployment of 5,150 systems with nine service providers in 13 countries, contingent upon regulatory approval, customer acceptance, and other factors. In addition, we have previously announced strategic collaboration with USARAD for the deployment of 3,000 Nanox.CLOUD machines in the U.S.

during the next two year, as well as the multi-faceted collaboration with SK Telecom. That’s among other things called for the deployment of 2,500 Nanox.CLOUD machine in South Korea and Vietnam.

We are also in active negotiations with many additional – in many additional countries suggesting that we are well positioned to achieve our primary goal of the deploying 15,000 operational Nanox.CLOUD community globally by the end of 2024. Now turning to the financial.

Non-GAAP net loss to ordinary share for the fourth quarter 2020 was $8.4 million compared to the non-GAAP net loss of $2.8 million for the same period in 2019.

The reconciliation between GAAP net loss and non-GAAP net loss for the three-month period ended December 31, 2020 and 2019 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 in mainly due to share-based compensation and class-action related expenses.

Non-GAAP research and development expenses for the fourth quarter of 2020 were $2.1 million, compared to $1.3 million for the comparable period in 2019, reflecting the increased development activities of our Nanox System.

Non-GAAP marketing expenses for the fourth quarter of 2020 were $1.6 million as comparable to $0.2 million for the comparable period in 2019, as we continue building our brand awareness and product marketing capabilities.

Non-GAAP general and administrative expenses for the fourth quarter of 2020 were $4.8 million as compared to $1.2 million for the comparable period in 2019, as we ramp up our investment in extending our management team and overall organizational infrastructure, in addition to increase costs related with the Company’s IPO.

Net cash used in operating activities during the fourth quarter were $13.3 million, as compared to $3.5 million for the comparable period in 2019. As of December 31, 2020, we had approximately 46.1 million shares outstanding. We ended the fourth quarter of 2020 with cash and cash equivalent at approximately $213.5 million and no debts.

We believe our current cash is sufficient to fully execute on our plan of manufacturing, shipping and installing 15,000 Nanox Systems globally, which are targeting by the end of 2024, while continuing to expand our delivery capabilities and invest in our clinical and product roadmap.

Before opening the call to questions, I would like to comment on the secondary offering ordinary shares that we completed just few weeks ago. As you may have seen, we priced a underwriting offering of approximately 3.1 million ordinary shares by a certain share in shareholders. The company received no proceeds from this offering.

A few points worth making, first, this was mostly long-term – long time story, pre-IPO shareholders many of who have been invested in the company since its founding more than eight years ago, looking for follow-up portfolio diversification.

Second, the selling shareholders and not the company were responsible for paying the underwriting fees associated with the offering while the company was responsible for accounting, legal and other costs and sell.

And for us, most importantly, those things shareholders as they agreed to enter into a new lock up for the remaining 845,000 share for initial period of 90 days.

And after that, they are restricted from selling more than one-third of the remaining position in each of the three subsequent 30 day split for a total of 180 days to extend selling restriction. We see this as a sign of support and compliment that they would commit to this new restriction.

And with that, we would like to open the call for the question. Operator, please start the Q&A session..

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question comes from the line of Steve Halper with Cantor Fitzgerald. Please proceed with your question..

Okay. Good morning. So it sounds like, I just want to confirm that you did send in the response to the last set of questions that you received in December of 2020.

Is that correct?.

That’s absolutely correct..

Okay.

What is the window for the FDA response now for the single source? Is there a set time limit for them?.

As far as we know they should given our call with the examiner that should be within the next 30 days..

Okay.

And so you’ve had direct communication with the examiner?.

Correct. Correct. We just clarified exactly..

Not just the third-party reviewer?.

Correct. So when we got the new letter, which was something we addressed, we decided to make sure that this time it’s – we provide – we understand exactly, we provide exactly what the examiners want to see. So we conducted direct contact with the examiner at the FDA. We got the guidance. We got the clarification of what needs to be clarified.

We worked hard to complete a very comprehensive answer that was submitted. That could take as long as 30 days. We hopefully will hear much before..

Okay.

And then the other question is, can you just give us a timing update on the multi-source application?.

Yes, I mean, I think, just to be cautious and again, depending on given the fact that we’re depending on external laboratories. But it’s very hard to predict their timeline. We’re still in very good shape. We believe to get clearance within this year, which means that we would need to submit in the coming weeks.

I cannot confirm – I can confirm this from the company’s point of view, we’ll be ready. We are working with external laboratories for the different safety tests, et cetera. So that may shift a bit, but overall, we’re still on the same timeline, which calls for clearance within this year and shipment of major amount of product stayed within this year.

And moving into Q1 of 2022, that’s another cautious move that we took, even though I think it was published on the internet to give you so that we are in full production. I mean, we have three sites were producing products right now. So the products are in production and it’s subject to regulatory clearance to be commercial. That’s it..

Great.

And where were those products being produced, in Israel now?.

Yes. So again, as mitigation for the Corona situation, which do not allow us to travel much, we are working very closely with Foxconn. However, we also found a local partner that is making as we speak the first 1,000 units. And it’s done in full transparency also to go Foxconn..

Yes.

And does that change – there was a little bit of a change, obviously due to COVID, but does that change the economics of those first devices?.

No. I think, we also – we always envisioned that the first 100 units will be a bit more expensive than the target cost of between $10,000 to $15,000, however, for the 1,000 units or the 900 units we are getting very close to the targeted price. That’s our estimation..

Great. Thank you..

And the reason, Steve, is because the tubes and the semiconductors are coming from Korea and Japan and the molded parts are coming from China. So basically what we’re doing in Israel is integration and testing, which is not big part of the overall machine..

Very helpful. Thank you..

Our next question is, come from the line of Ravi Misra with Berenberg. Please proceed with your questions..

Good morning, Rand and Itzhak. Thank you for taking the questions. So I guess I’m going on pass on the FDA questions for now, leave those to others.

But I want to talk a little bit about commercial prospects and some of the contract signings that you may be looking forward to do, doing? Just curious in terms of negotiations as they stand now, when you came to market last year, you had announced a number of contracts with service providers in terms of commitment, but not really much sense.

Just curious, in terms of discussions or negotiations, number one, I mean, what kind of companies are you – or what kind of service providers are you speaking with, if you could give us some color around that? And then number two is, do you think that kind of the next round of service providers are going to be more contingent on FDA or regulatory approval? Or what’s the kind of thinking there around that approval process as it pertains to the commercial process? Thanks..

Yes. Okay. Thank you, Ravi and good morning. Itzhak, if you don’t mind, I will take that and you can add if you want. So I think what we are facing right now, we’re trying to bridge the gap between our extreme success on the commercial side.

I mean, before we had one product cleared, we managed to get contracts for 5,150 a units and additional 5,000 units as part of our strategic collaboration. Of course, everything is subject to regulatory approval at the designated country, but that’s a huge achievement that we now need to live up to our promise.

So the focus of the company is really, really right now is simply to make the products, get them through the approval process. We do receive huge amount of inbound traffic from following the RSNA demonstration and we’re managing that.

Managing it slowly because I think what we want to see, we want to see this year that’s where clear that lifted the U.S., Korea and Israel. That’s what we want to see. We want to find homes for thousands – I’m sorry, for a hundred and thousand even, a few units still within this year or maximum end of first quarter of next year.

We want to keep pushing the regulatory process with our existing contracts. And so we are submitting the CE and that’s would take some time, but we do have to contract very important with key service providers in the Italy and Spain. We also want to service the other countries as we sign.

So basically, I think right now my direction to the team is let’s bridge the gap between the promise of the contract to actually ability to deliver let’s focus on three territories that are key which are U.S., Korea and Israel, and continue to service the contracts we already signed and evaluate as we speak the other contracts that we’re negotiating.

I will not tell you what was not completed, but we are in negotiation with several service providers in different countries, as we speak right now. The second source of commercial I would say development that I want you to be aware of is of course, the OEM partners.

As Itzhak said before, I think and me too, we are not – we are welcoming the big guys to really play with our technology and see how they can utilize it. And following the RSNA demonstration, when I believe that was actually seen the technology in action, we received a dramatic amount of new approaches.

That seems to be more serious from the top companies in the world, we’re dealing with it. And actually they were putting a team together to deal with it because it’s a lot of fork. And of course in the future, we would like to see our technology embedded within the systems of not only Nanox.ARC, but also other big healthcare companies.

And to that end, I think that we are building a good infrastructure of relationship and testing environment for those guys to get comfort and actually work with us very closely.

So this is where we are – where we at, I think 2021 is execution here, and we would see more commercial agreements, but what we need to show I believe is our ability to make those products in MSaaS, deploy them, support the business model and get our customers to be very happy. And that’s what we’re doing..

Great. Thanks for the detail. Maybe if I could just ask a follow-up on the partnerships that with the big guys, as you mentioned obviously FDA approval is going to be a contingent there too, but just ahead of that….

No, it’s not true. Ravi, it’s not true..

No. Okay. So you could theoretically sign a partnership with before..

Yes. Because it’s a component, the FDA approved the system. When you – okay. So this partners of ours willing need to clear the system as a whole, including our component anyways. So none of – just to clarify for the audience, just to, I know you understand but I want to clarify. We have a technology and we have a product.

Our product is Nanox.ARC, and that’s what needs to be – it’s a full system that needs to be cleared by the FDA or the relevant regulatory authority. If so ever, you collaborate, like we did with Fujifilm that was announced.

And other companies that are coming now in line, you’re actually providing your technology and it becomes their responsibility to clear the system. So it’s not subject to FDA clearance to work with them..

Okay. Thank you for the clarification..

Thank you. Our next question has come from the line of Suraj Kalia with Oppenheimer. Please proceed with your question..

Good morning, Rand, Itzhak.

Can you hear me all right?.

Yes..

Perfect. So Rand, Itzhak, congrats, I know you all made a lot of progress.

A bunch of questions from my side, what was the exact date of the single source submission that you believe starts this 30 day clock? I guess what I’m trying to understand is, was it submitted mid-February? Hence we are looking at another couple of weeks from now, or is it, any guideposts you can provide?.

Okay. So that’s a good point. Actually one of my team member clarified this to me. We had the management call just before this call. And my understanding is that it may be the date that we started the count may be the date that the letter was received.

So in other words, we’re looking at a couple of weeks, but to be conservative, I just answered 30 days just because I don’t know for sure. It seems like the 30 days starts from the letter we received rather than the submission. But so that’s why I gave you the 30 days. There are other views that it’s actually a couple of weeks for now..

Got it. And Rand, the multi-source application, do you all intend to use a third-party or go directly? And I presume you’re already preparing the multi-source application as we speak..

Yes. I think that our team thinks right now that given the fact that we have this experience with a third-party we will submit the multi-source directly to the FDA, in order to save some of the misunderstanding that obviously occurred in the single source submission.

I would tell you that talking to the – talking directly and in communication with third-party, but directly to the examiner, the FDA had to fill out to close the gaps of communication..

Are you had liberty to talk about the predicate device for the multi-source?.

At Liberty, but I don’t want to do it right now because I think until we submit – my team is still looking at all the options and strategies, and yes..

Completely understood. Okay.

Ron, the 10 prototypes that y’all had mentioned on the Q3 call for partner evaluation, can you give us a status on that? Have they been shipped? Are your partners – your commercial partners already evaluating, what’s going on?.

No. So, I mean, those 10 are becoming now 100 and actually we’re going to publish the new design for the system. It’s a industrial design that is a bit improved. I think it was leaked somehow already. So we’re going to share with everybody the new design, we’re building 100 of those.

For those systems that we build, we are going to – I would say, two main activities. One is activity related to testing and compliance in order to submit perfect submission of the multi-source for that we need five systems actually, or parts of the systems. And the other, systems are being used for the clinical validation.

As you recall, we have what we call Nanox.ATLAS, which is basically the intended use or the ability to use our system, multi-source system to meet multiple indications that are covered by CPT codes.

So we have a group of radiologists and clinicians that are working with the existing system we have and additional systems that we build actually, in order to really create the recipe for different procedures.

So all of the units that were produced so far are being used internally in order to complete the testing and the compliance to the different submission. And remember, we signed contracts for 13 countries actually. So we have different submissions that we need to do. So a lot of work done there and empower it to the FDA submission.

We envision that we’re going to submit in many other countries actually. And the second work is done by the clinician that are adding a new feature or new indication as they go to check different parts of the body and come up with a useful recipe for those multi-source devices..

Got it. And final question, Ron, from my side. This Korean subsidiary that you’ll mentioned this morning that, and please correct me if I misunderstood this, that is wholly by Nanox. I thought this was supposed to be a JV with SK Telecom.

And a sub part of that question is, how long will this – before this facility is validated, the tech transfer is complete and also are the ceramic tubes going to be manufactured in this facility. Thank you for taking my questions..

Okay, great. So let me clarify. It’s a fully-owned subsidiary of Nanox. Nanox had the philosophy and that’s why we invest tens of millions of dollars in Korea. Our philosophy is that the secret sauce, the heritage we got from Sony’s days always need to be manufactured at-home and at-home means by facility and by employees that are all employed by Nanox.

So this is our secret sauce. We have many patents, but we have a lot of know-how that we want to keep close to our chest. And for that reason, we ask and we received huge amount of support from SK Telecom, but not to the level that they became a JV partner for the manufacturing of the core of this technology, which is a chip.

So that answering maybe the question of fully-owned subsidiary, yes, by Nanox and the support by SK is giving to us simply because they are very good shareholders and big shareholder in the company. And they have access to a lot of resources that can help us in setting up. However, when it’s all done, it’s Nanox only. So that’s the answer to that.

And the reason for that is actually that we want to keep the nano technology on the chip proprietary for Nanox and without any leaking of information outside of the company, because we believe this is very – this is a core value of the company of technology.

As to the tubes, currently we’re working on the ceramic tube with two partners in Korea, but the intent is definitely to acquire some of the technology of their tube and to make it in-house. I’ll give you an example. The tube itself is a standard ceramic tube that you can buy from Toshiba or any other thing.

The trick is how to put the cold cathode and the chip to stand this temperature and to manage the thermodynamic and all of the know-how. This know-how we want to have within Nanox. So sometimes we’ll use partners for some of this production.

And overall, we believe that the know-how of the full know-how of the tube should be also resides within Nanox for flexibility reasons and IP. So initially initial batch of ceramic tubes are coming from partners in Korea, later on, we have the flexibility to manufacture or to final assembly – to make the final assembly in our own permanent facility..

Thank you. Our next question comes from the line of Rahul Rakhit with LifeSci Capital. Please proceed with your questions..

Ron, good morning. Thanks for taking the questions.

I guess, the first one for me, just kind of echoing on the South Korea facility, how long will it take to get that facility up and running?.

So the construction work has done now as we speak. So again, just to clarify, for 2021 shipment, which is 1000 units, we are all set. We have secured actually everything we need in terms of chips and tubes and actually metal parts for the system.

So for the 1000 systems that we intend to make and ship this year or latest first quarter of next year, were set. The permanent establishment is based in order with the view of supplying 2022 demand and being able to supply a huge amount of demand above and beyond the 15,000 units that we are planning to the first wave.

Now, the land was bought, construction is – I mean, design is done. Construction is already started. We believe that we will open the factory for ramp up of production of the semiconductors by – let’s say, early December of this year.

And we’ll have first quarter of next year ramp up production with the hope that from Q2 of next year everything that comes in terms of chip will come from our permanent facility and slowly we’ll move also the tubes to be – the final assembly to be in our permanent facility. So timeline for full production in Q2 of next year..

Got it. Okay. That makes sense. And then just the other one for me was kind of in terms of thinking about your work with some of the AI partners and Ambra with image sharing.

Can you remind us where you are in terms of integrating those services with the Nanox system? Are you supplying them with phantom images to guide the API development? Or do they need access to prototypes as well to kind of get that to a place where it can be commercially viable. Thank you..

Yes. So I think, first of all, the integration would be through an API. So it’s very simple. We have the platform now working and we define the API for everyday – every one of the third-party partners, other than Ambra, that’s already defined their API.

So as Ambra there, the case is a bit different because they have an installed base customer that is huge, and they have multimodality image storage archive and sharing system. So it’s Ambra, they’re providing us the API and we connect to our system with all the others, we’re providing them the API and they are connecting.

This integration is not yet done. And it’s supposed to be simple, but not yet done. I would expect that it’s not a big technical issue and it should get done before we are starting to ship our first systems in the Q4 of this year..

Got it. Okay. And I’ll maybe ask one more, do you guys still expect to submit an application for CE Mark in the first half of this year? Assuming you get clearance, would that be sufficient to pursue regulatory approval in any of your target ex-U.S.

markets?.

Yes. Well, I think we are absolutely going to submit the CE Mark submission for our Nanox.ARC. I would say shortly after we submit the FDA. We believe that this could be clear this year. However, if you know, what’s going on in the Europe, they have an issue with the new rule of the notifying bodies.

So everybody’s talking about some delays and that’s why we’re being very conservative. I will tell you that we’re absolutely going to submit it quite soon. And we will expedite as much as we can control it. The response could be as soon as Q3, but it could also delayed to next year. We don’t know that.

Now, of course, for us, it’s important because we do have two major customers so far in the big list of customers in Europe. So that’s very important to us. I will tell you that from the company’s point of view, we’re absolutely going to submit and expedite everything.

So it will be within this year, we cannot control the timing of the notifying bodies. And I think following the COVID-19 and the new rule, we should be aware of that there may be some delays..

Got it. Okay. That’s really helpful. I appreciate that. Well, thanks again for taking the questions..

Welcome..

Thank you. Rejoining the queue is Steve Halper with Cantor Fitzgerald. Please proceed with your questions..

Yes. Just wanted to confirm that the operating cash and the cash use in the quarter was $13.3 million.

Is that correct?.

Correct..

Okay. Thank you..

Thank you. There are no further questions at this time. I would like to turn the call back over Ron Poliakine for any closing comments..

Thank you very much. And really – I really want to thank everybody for joining us today. We concluded our calls this morning having now successfully demonstrated our technology in a range of medical imaging applications. We are very excited. We are as excited as ever about the potential of the Nanox.ARC to fundamentally disrupt the imaging market.

As I said, 2021 is a very important year for us as we seek to gain regulatory approvals and prepare to ship commercial units, and we look forward to keeping you updated on our progress. Thank you again, and have a good day..

Thank you for your participation this morning. This does conclude today’s teleconference. You may disconnect your lines at this time. Have a great day..