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 September 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): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Nyxoah SA
On September 1, 2021, Nyxoah SA (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1.
The information in the attached Exhibit 99.1 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 September 1, 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: September 2, 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 INFORMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium), September 1, 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 two transparency notifications as detailed below.
Robelga SRL / Robert Taub
On August 27, 2021, Nyxoah received a transparency notification from Robelga SRL following the passive downward crossing by Robelga SRL of the 3% threshold on July 7, 2021. As of such date, Robelga SRL held 696,000 shares, representing 2.78% of the total number of voting rights on July 7, 2021 (25,002,609).
The notification dated August 27, 2021 contains the following information:
| · | Reason for the notification: passive crossing of a threshold |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: Robelga SRL (with address at Avenue Blücher 63, 1180 Uccle), BMI Estate (with address at Avenue Blücher 63, 1180 Uccle) and Robert Taub |
| · | 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 the securities | Linked to securities | Not linked to the securities | ||||||||||||||||
| Robert Taub | 2,121,470 | 2,121,470 | 8.48 | % | ||||||||||||||||
| BMI Estate | 0 | 0 | 0.00 | % | ||||||||||||||||
| Robelga SRL | 696,000 | 696,000 | 2.78 | % | ||||||||||||||||
| Subtotal | 2,817,470 | 2,817,470 | 11.27 | % | ||||||||||||||||
| TOTAL | 2,817,470 | 0 | 11.27 | % | 0.00 | % | ||||||||||||||
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| · | Chain of controlled undertakings through which the holding is effectively held: Robelga SRL is 100% owned by BMI Estate (a partnership (société simple) without legal personality). Robert Taub has 100% usufruct and Robert Taub’s children have 100% bare ownership of BMI Estate. |
| · | Additional information: |
| 1. | On 23 June 2021, MINV SA (former shareholder) was absorbed (merger by absorption) by Robelga SRL. |
| 2. | The participation of Robelga SRL passed below the 3% threshold. The participation of the group Robelga SRL and Robert Taub stays above the 10% threshold. |
| 3. | BMI Estate is the new name of Romata (mistakenly referred to as "Ronata" in the previous transparency notification). |
Together Partnership
On August 27, 2021, Nyxoah received a transparency notification from Together Partnership following the passive downward crossing of the 10% threshold on July 9, 2021. As of such date, Together held 2,503,500 shares, representing 9.84% of the total number of voting rights on July 9, 2021 (25,437,859).
The notification dated August 27, 2021 contains the following information:
| · | Reason for the notification: passive crossing of a threshold |
| · | Notification by: a person notifying alone |
| · | Person subject to the notification requirement: Together Partnership (with address at Uitbreidingstraat 10-16, 2600 Berchem) |
| · | Date on which the threshold was crossed: July 9, 2021 |
| · | Threshold that is crossed: 10% |
| · | Denominator: 25,437,859 |
| · | 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 the securities | Linked
to securities | Not
linked to the securities | ||||||||||||||||
| Together Partnership | 2,503,500 | 2,503,500 | 9.84 | % | ||||||||||||||||
| TOTAL | 2,503,500 | 9.84 | % | |||||||||||||||||
| · | Chain of controlled undertakings through which the holding is effectively held: Together Partnership is not a controlled entity. |
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Contact:
Nyxoah
Fabian Suarez, Chief Financial Officer
fabian.suarez@nyxoah.com
+32 10 22 24 55
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