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January 5, 2023

BY E-MAIL AND BY EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

Attn: Tracey Houser

Terence O’Brien

 Re: Nano-X Imaging Ltd.

Form 20-F for Fiscal Year Ended December
31, 2021

Filed May 2, 2022

Form 6-K Filed March 31, 2022

File No. 001-39461

Dear Ms. Houser and Mr. O’Brien:

NANO-X IMAGING LTD (the “Company”)
hereby provides responses to the comments received from the staff (the “Staff”) of the United States Securities and
Exchange Commission (the “Commission”) set forth in the comment letter dated December 6, 2022 (the “Comment
Letter”) with respect to the above-referenced Form 20-F for the fiscal year ended December 31, 2021 (the “Form 20-F”)
filed with the Commission by the Company on May 2, 2022 and Form 6-K (the “March 2022 Form 6-K”) filed with the Commission
by the Company on March 31, 2022.

The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F. All references
to page numbers and captions (unless otherwise stated) under the header titled “Form 20-F for Fiscal Year Ended December 31, 2021”
correspond to the page numbers and captions in the Form 20-F and all references to page numbers and captions (unless otherwise stated)
under the header titled “Form 6-K Filed March 31, 2022” correspond to the page numbers and captions in the March 2022 Form
6-K.

Ms. Tracey Houser and Mr. Terrence O’Brien

Securities and Exchange Commission

January 5, 2023

Page 2

Form 20-F for Fiscal Year Ended December 31, 2021

Item 5. Operating and Financial Review and Prospects

A. Operating Results

Results of Operations, page 82

 1. Please expand your discussion and analysis of cost of revenue to explain why the amount recognized for the AI segment significantly
exceeds the amount of revenue recognized.

Response

The Company acknowledges the Staff’s comment. The
Company will prospectively include discussion and analysis of cost of revenue similar to the below, which relates to the year ended December
31, 2021, to explain why the amount recognized for the AI segment significantly exceeds the amount of revenue recognized in its Annual
Report on Form 20-F for the fiscal year ended December 31, 2022, and any other future filings with the Commission,
to the extent applicable.

“The cost of revenue through the sale
of AI solutions consisted mainly of Salaries and wages expense in the amount of $0.4 million and amortization of intangible assets of
$1.4 million. The amortization of the intangible assets of developed technology and image big data is the periodic amortization expense
with regard to the acquisition of the shares of Nanox AI Ltd since the date of acquisition through the year end. As a result, the
cost of revenue recognized for the AI Solutions segment significantly exceeds the amount of revenue recognized”.

 2. We note that you attribute the increase in general and administrative expenses to (a) the merger with Zebra and the acquisitions of
USARAD and MDWEB and (b) increased headcount due to the expansion of your management team and overall organization infrastructure. When
multiple factors impact the change in your results of operations, quantify the extent to which each factor impacted the corresponding
line items. Refer to Item 303(b)(2) of Regulation S-K for guidance.

Response

The Company
acknowledges the Staff’s comment. The Company will prospectively include discussion and analysis of the increase in general and
administrative expenses similar to the below, which relates to the year ended December 31,2021, to
quantify the extent to which each factor impacted the corresponding line items pursuant to Item 303(b)(2) of Regulation S-K for guidance
in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, and any other future filings with the Commission,
to the extent applicable.

“The increase in general and administrative expenses was primarily attributable to an increase of approximately $3.9 million
due to the merger with Nanox AI, and the acquisitions of USARAD and the assets of MDWEB, and an
increase in the amount of approximately $1.9 million due to an increase in our headcount in connection with the expansion of our management
team as part of our overall organization infrastructure.”

Ms. Tracey Houser and Mr. Terrence O’Brien

Securities and Exchange Commission

January 5, 2023

Page 3

E. Critical Accounting Estimates, page 90

 3. The disclosures you have provided for each of your identified critical estimates appear to provide investors with a discussion as
to how you are accounting for these items in accordance with US GAAP and are similar to your significant accounting policies disclosures
rather than providing investors with an understanding as to what the critical estimates being made are and how the uncertainty associated
with those estimates may impact your consolidated financial statements. Please revise the disclosures for each of your critical estimates
made in preparing your consolidated financial statements to comply with the guidance in Section 501.14 of the Financial Reporting Codification.
Ensure your disclosures sufficiently explain to investors what each critical estimate is; the uncertainties associated with the critical
estimates; the methods and assumptions used to make the critical estimates, including an explanation as to how you arrived at the assumptions
used; the events or transactions that could materially impact the assumptions made; and how reasonably likely changes to those assumptions
could impact your consolidated financial statements. Provide investors with quantified information to the extent meaningful and available.

Response

The Company
acknowledges the Staff’s comment. The Company will prospectively include discussion and analysis of its critical accounting
estimates in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, similar to the below:

“We
have provided a summary of our significant accounting policies, estimates and judgments in Note 2 to our consolidated financial statements.
The following critical accounting estimates discussion pertains to accounting policies management believes are most critical to the portrayal
of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments.

The Company
regularly reviews its accounting estimates and assumptions to determine whether any should be disclosed as critical accounting estimates
or whether sensitivities should be updated for those critical accounting estimates already disclosed. The preparation of financial statements
in accordance with GAAP requires management to make certain estimates and assumptions based on our historical experience and on various
other assumptions which we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual
results could differ materially from the estimates we use in applying these policies.

Goodwill

We determine
the fair value of our reporting units using a discounted cash flow model, which utilizes key assumptions such as projected revenues, cost
of revenues and operating expenses. These assumptions were determined by management utilizing our internal operating plan, growth rates
for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate,
based on the weighted average cost of capital, which is adjusted for current risk-free rates of capital, current market interest rates,
and the evaluation of a risk premium relevant to the business segment.

If our
assumptions relative to revenue growth rates, cost of revenues and operating expenses were to change, our fair value calculation may change,
which could result in impairment. If our assumptions relative to the discount rate and the evaluation of risk premium growth rates were
to change, our fair value calculation may change, which could result in impairment. Management uses the income approach to determine the
fair value of the reporting units because it considers the anticipated future financial performance of the reporting units. Accordingly,
changes in the assumptions described above could have a material impact on our consolidated results of operations.

Our goodwill
is tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or
changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, we record charges for
impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value.

 Ms. Tracey Houser and Mr. Terrence O’Brien

Securities and Exchange Commission

January 5, 2023

Page 4

Income Tax

Valuation allowances are provided unless it is more likely than
not that the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, we consider future reversals
of existing taxable temporary differences and the most recent projections of future business results that may enhance the likelihood of
realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject
to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if we take operational
or tax positions that could impact the future taxable earnings of a subsidiary. Accordingly, changes in the assumptions described above
could have a material impact on our consolidated results of operations.”

Goodwill, page 91

 4. We note that $51.2 million of the $58.3 million in goodwill as of December 31, 2021 was generated from the acquisition of Zebra Medical
Vision Ltd. on November 4, 2021. We further note that the related segment, AI Solutions, has recognized minimal revenues and generated
gross and operating losses. As such, please ensure your disclosures address each of the following:

 · The percentage by which the estimated fair value of your reporting units exceed the carrying value.

 · The methodologies used to estimate the fair value of the reporting units, including the material judgments, assumptions and estimates.

 · A discussion of the degree of uncertainty associated with the key assumptions and the potential impact changes in the key assumptions
would have on your impairment analysis.

 · A discussion of the potential events and/or changes in circumstances that could reasonably be expected to occur and negatively affect
the key assumptions and result in a material impairment charge.

Refer to Item 303(b)(3) of Regulation
S-K and Section 501.14 of the Financial Reporting Codification for guidance.

Response

The
Company acknowledges the Staff’s comment. As of December 31, 2021, the Company performed a qualitative analysis whereby
it assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. The
Company evaluated the significance of the events and circumstances of the factors that may trigger a quantitative impairment as detailed
in ASC 350-20-35-3C.

As of December 31, 2021, the Company
evaluated that there was no notable change in qualitative factors due to the short period of time that had lapsed from the acquisition
date through December 31, 2021. Therefore, the Company did not determine that it was more likely that not that the fair value of each
reporting unit was less than its carrying amount. As such, the Company concluded that no further impairment
testing was required as of December 31, 2021.

The
Company will prospectively include a discussion and analysis of the quantitative impairment testing disclosures, if any, and a discussion
of the potential events and/or changes in circumstances that could reasonably be expected to occur and negatively affect the key assumptions
and result in a material impairment charge in its financial statements to be included in its Annual Report on Form 20-F for
the fiscal year ended December 31, 2022 and going forward.

Ms. Tracey Houser and Mr. Terrence O’Brien

Securities and Exchange Commission

January 5, 2023

Page 5

Item 15. Controls and Procedures, page 129

 5. We note your auditor has included the following material weakness, “did not design and maintain effective internal controls
over certain information technology (“IT”) general controls for applications used in the preparation of the Company’s
consolidated financial statements.” However, your disclosure of the material weaknesses did not include this item. Please advise.
In this regard, we note one of your remediation efforts is to implement a new ERP system.

Response

The Company acknowledges the
Staff’s comment and in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, when describing
the Company’s material weaknesses, if any, the Company will make a specific reference to IT general controls, including a description
of the remediation efforts carried out by the Company.

Note 2 - Significant Accounting Policies

h. Intangible Assets, net

Goodwill, page F-11

 6. Please expand your accounting policy to disclose the date you are testing goodwill for impairment and to clarify the level at which
you are testing goodwill for impairment (i.e., at the operating segment level or at a component of your operating segments level). Refer
to ASC 350-20-35-28 and ASC 350-20-35-33 through 35-38 for guidance.

Response

The Company acknowledges the Staff’s comment
and will prospectively include disclosure relating to its accounting policy to disclose the date it is testing goodwill for impairment
and to clarify the level at which it is testing goodwill for impairment in its financial statements to be included in its Annual Report
on Form 20-F for the fiscal year ended December 31, 2022, as follows:

“Our
goodwill is assigned to the reporting units of the AI Solutions segment (which was recorded in the acquisition of Nanox
AI) and the Radiology Services segment (which was recorded in the acquisition of USARAD)
and tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or
changes in circumstances indicate the carrying value of a reporting unit may not be recoverable"

l. Revenue Recognition, page F-13

 7. Please expand your accounting policy to specifically address the following:

 · The disclosure requirements in ASC 606-10-50-12 and 50-18 through 50-19. In this regard, it is unclear when your performance obligations
for your radiology services are satisfied and whether revenue is recognized over time or at a point in time; what the significant payment
terms are; and the nature of the services you have promised to provide, including whether you are acting as the principal or agent in
the transactions.

Ms. Tracey Houser and Mr. Terrence O’Brien

Securities and Exchange Commission

January 5, 2023

Page 6

 · The disclosure requirements in ASC 606-10-50-17 and 50-20 regarding the transaction price and whether there is any variable consideration.

Response

The Company acknowledges the Staff’s comment
and will prospectively include disclosure in its financial statements to be included in its Annual Report on Form 20-F for the
fiscal year ended December 31, 2022, substantially as follows:

“The teleradiology services have one performance obligation where the Company acts as principal to its customers (imaging centers, hospitals,
and other healthcare providers). Revenue is recognized at a point in time when such perf