UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2021
Commission File Number: 001-40552
NYXOAH SA
(Translation of registrant’s name into English)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Nyxoah SA
On July 14, 2021 and July 19, 2021, Nyxoah SA (the “Company”) issued press releases, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively.
The information in the attached Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Exhibits
| 99.1. | Press Release, dated July 14, 2021 |
| 99.2 | Press Release, dated July 19, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NYXOAH SA | ||
| Date: July 20, 2021 | By: | /s/ Fabian Suarez Gonzalez |
| Name: |
Fabian Suarez Gonzalez, acting via ActuaRisk Consulting SRL | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
PRESS
RELEASE
REGULATED INFOMATION
Publication relating to a transparency notification
Mont-Saint-Guibert (Belgium), July 14, 2021, 10:30pm CET / 4:30pm ET – In accordance with article 14 of the Act of 2 May 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received a transparency notification as detailed below.
On July 12, 2021, Nyxoah received a transparency notification from Deerfield Partners, L.P. following the acquisition of voting securities or voting rights on July 7, 2021 after which Deerfield Partners, L.P. holds 899,300 shares, representing 3.60% of the total number of voting rights on July 7, 2021 (25,002,609).
The notification dated July 12, 2021 contains the following information:
| · | Reason for the notification: acquisition of voting securities or voting rights |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: |
| - | James E. Flynn |
| - | Deerfield Partners, L.P. (with address at 345 Park Ave S, 12th FL, New York, NY 10010 United States) |
| - | Deerfield Mgmt, L.P. (with address at 345 Park Ave S, 12th FL, New York, NY 10010 United States) |
| - | J.E. Flynn Capital, LLC (with address at 345 Park Ave S, 12th FL, New York, NY 10010 United States) |
| - | Deerfield Management Company, L.P. (with address at 345 Park Ave S, 12th FL, New York, NY 10010 United States) |
| - | Flynn Management LLC (with address at 345 Park Ave S, 12th FL, New York, NY 10010 United States) |
| · | Date on which the threshold was crossed: July 7, 2021 |
| · | Threshold that is crossed: 3% |
| · | Denominator: 25,002,609 |
| · | Notified details: |
| A) Voting rights | Previous notification | After the transaction | ||||||||||||||||||
| # of voting rights | # of voting rights | % of voting rights | ||||||||||||||||||
| Holders of voting rights | Linked to securities | Not
linked to | Linked to securities | Not
linked to | ||||||||||||||||
| James E. Flynn | 0 | 0 | 0 | 0.00 | % | 0.00 | % | |||||||||||||
| Deerfield Partners, L.P. | 0 | 899,300 | 0 | 3.60 | % | 0.00 | % | |||||||||||||
| TOTAL | 899,300 | 0 | 3.60 | % | 0.00 | % | ||||||||||||||
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| · | Chain of controlled undertakings through which the holding is effectively held: Deerfield Partners, L.P. is controlled by (i) Deerfield Mgmt L.P., which is controlled by J.E. Flynn Capital, LLC and (ii) Deerfield Management Company, L.P., which is controlled by Flynn Management LLC. Both Flynn Management LLC and J.E. Flynn Capital, LLC are controlled by James E. Flynn. |
*
* *
Contact:
Nyxoah
Fabian Suarez, Chief Financial Officer
fabian.suarez@nyxoah.com
+32 10 22 24 55
2
Exhibit 99.2
PRESS
RELEASE
REGULATED INFOMATION
Publication relating to a transparency notification
Mont-Saint-Guibert (Belgium), July 19, 2021, 10.30pm CET / 4.30pm ET – In accordance with article 14 of the Act of 2 May 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received a transparency notification as detailed below.
On July 16, 2021, Nyxoah received a transparency notification from BNP Paribas Asset Management SA following the passive downward crossing of the lowest threshold on July 7, 2021. As of such date, BNP Paribas Asset Management SA (through its affiliate BNP Paribas Asset Management France SAS) held 696,562 shares, representing 2.79% of the total number of voting rights on July 7, 2021 (25,002,609).
The notification dated July 16, 2021 contains the following information:
| · | Reason for the notification: passive crossing of a threshold; downward crossing of the lowest threshold |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: BNP Paribas Asset Management SA (with address at SA 47000-75318 Parias cedex 09-France) |
| · | Date on which the threshold was crossed: July 7, 2021 |
| · | Threshold that is crossed: 3% |
| · | Denominator: 25,002,609 |
| · | Notified details: |
| A) Voting rights | Previous notification | After the transaction | ||||||||||||||||||
| # of voting rights | # of voting rights | % of voting rights | ||||||||||||||||||
| Holders of voting rights | Linked to securities | Not
linked to | Linked to securities | Not
linked to | ||||||||||||||||
| BNP Paribas Asset Management SA | 0 | 0 | 0 | 0.00 | % | 0.00 | % | |||||||||||||
| BNP Paribas Asset Management France SAS | 134,907 | 696,562 | 0 | 2.79 | % | 0.00 | % | |||||||||||||
| BNP Paribas Asset Management UK Ltd | 529,473 | 0 | 0 | 0.00 | % | 0.00 | % | |||||||||||||
| Subtotal | 664,380 | 696,562 | 2.79 | % | ||||||||||||||||
| TOTAL | 696,562 | 2.79 | % | |||||||||||||||||
1
| · | Chain of controlled undertakings through which the holding is effectively held: BNP Paribas Asset Management France SAS and BNP Paribas Asset Management UK Ltd are controlled by BNP Paribas Asset Management SA, which in turn is controlled by BNP Paribas SA which benefits from the exemption to aggregate its participations with the participations of its subsidiaries that are investment companies, in accordance with article 21 paragraph 2 of the Royal Decree of 14 February 2008 on the disclosure of large shareholdings. |
| · | Additional information: BNP Paribas Asset Management France SAS is an investment company that exercises voting rights in a discretionary way. |
*
* *
Contact:
Nyxoah
Fabian Suarez, Chief Financial Officer
fabian.suarez@nyxoah.com
+32 10 22 24 55
2