December 07, 2021

A departure

A 6-K is filed after hours.  Stock not moving.  That could change.

On December 3, 2021, Jung Ho Park, a member of the board of directors of NANO-X IMAGING LTD (the “Company”), informed the Company of his intent to resign effective December 6, 2021, and the Company accepted his resignation. Mr. Park informed the Company that he decided to resign to fully devote his time to his role for the SK Group following recent reorganization in the Group.  His decision to resign did not arise or result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. 

Under the Investor Rights Agreement between the Company and SK Telecom TMT Investment Corp (“SKT”), SKT has a right to appoint another director to the Company’s board of directors to complete Mr. Park’s term of three years and SKT intends to appoint a successor to Mr. Park

Ok, but what about disagreement not related to the company's operations, policies or practices?  And why wait for the successor appointment? 

cropped from image by Julian Brandt

Update December 8, 2021:  The so-called "recent" reorganization was announced back in August, when Mr. Park's new role was set to commence on November 1.  Why did he wait until December 3?   The departure is also suspicious for another reason:  the Korean fab, supposedly established with the "support" (per Prospectus) of SK Telecom, was supposed to receive its final equipment in November and start pilot production in its new building next month.  However, the comprehensive equipment list, complete with inventory numbers, on Nanox Korea website does not reflect any recent equipment acquisition, and just talks about making chips for household appliances (with outdated, over 20-year-old equipment that was there before November).

Update #2 December 8, 2021:  Mr. Park was given 100,000 options, in exchange for his employer investing 1,250,000 shares at $16 a share in June 2020.  The options vested on a quarterly basis, 6,250 at a time.  Mr. Park has not exercised any of them (the last batch vested on the day he resigned, December 3, I guess), at least as of the date of the annual report, and at this point, he won't make much, even if he does.  His "successor," if ever appointed, is supposed to be given 62,500 options with the same $16 strike, if I am reading the Prospectus correctly - again, not very appealing.  All this pales in comparison with what Dr. Kim, the convicted felon formerly at SK Telecom and now at the helm of Nanox Korea, received.

At the same time the investment was made, Nanox and SK Telecom agreed to 

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.

which is quite bizarre, really, since SK Telecom is no distributor of medical devices or a healthcare provider.  The agreement was supposed to be in effect until the end of this month, but "may be extended."  Sure enough, now the definite agreement is not likely to be signed, with Mr. Park gone.  Interestingly, neither South Korea nor Vietnam require FDA clearance, so the current "delay" with the FDA is no reason for not signing the agreement.  Nanox CEO did promise that Nanox had all the stuff needed to complete at least 1,000 Nanox.Arc units earlier this year.  But, for some reason, Nanox does not want to make them or ship them yet.

Finally, the official stance by SK Telecom in September, 2020 that 

major investors had already verified Nanox's technology and recognized its potential, 

and that 

We [that is, SK Telecom] have thoroughly reviewed our technology and investment value internally, 

now seems quite ridiculous given the ongoing SEC investigation, the RSNA 2021 infomercial, the chips for household appliances, and the new all time low of $13.90 the stock hit on December 6, the effective resignation date.

1 comment:

  1. No one resigns on a 3 day notice when things are just fine. The guy probably just found out he was conned to believe things are better than they actually are.

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