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 April 2023
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 April 20, 2023, 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 April 20, 2023 |
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: April 20, 2023 | By: | /s/ Loic Moreau |
| Name: | Loic Moreau | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
REGULATED INFOMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium), April 20, 2023, 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.
Together Partnership
On April 18, 2023, Nyxoah received a transparency notification from Together Partnership following the crossing of the 10% threshold by Together Partnership on March 30, 2023. As of such date, Together Partnership held 2,948,285 shares, representing 10.42% of the total number of voting rights on March 30, 2023 (28,286,985).
The notification dated April 17, 2023 contains the following information:
| • | Reason for the notification: acquisition or disposal of voting securities or voting rights |
| • | Notification by: a person that notifies alone |
| • | Persons subject to the notification requirement: Together Partnership (with address at Van Putlei 31, 2018 Antwerp) |
| • | Date on which the threshold was crossed: March 30, 2023 |
| • | Threshold that is crossed: 10% |
| • | Denominator: 28,286,985 |
| • | 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 |
Linked to securities |
Not linked to | |
| Together Partnership | 2,503,500 | 2,948,285 | 10.42% | ||
| TOTAL | 2,948,285 | 0 | 10.42% | 0.00% | |
| • | Chain of controlled undertakings through which the holding is effectively held: Together Partnership is not a controlled entity. |
1
ResMed Inc.
On April 18, 2023, Nyxoah received a transparency notification from ResMed Inc following the crossing of the 5% threshold by ResMed Inc on March 30, 2023. As of such date, ResMed Inc held 1,499,756 shares, representing 5.30% of the total number of voting rights on March 30, 2023 (28,286,985).
The notification dated April 16, 2023 contains the following information:
| • | Reason for the notification: acquisition or disposal of voting securities or voting rights |
| • | Notification by: a person that notifies alone |
| • | Persons subject to the notification requirement: ResMed Inc. (with address at 9001 Spectrum Center Boulevard, San Diego, CA 92123, USA) |
| • | Date on which the threshold was crossed: March 30, 2023 |
| • | Threshold that is crossed: 5% |
| • | Denominator: 28,286,985 |
| • | 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 |
Linked to securities |
Not linked to | |
| ResMed Inc. | 794,235 | 1,499,756 | |||
| TOTAL | 1,499,756 | 0 | 5.30% | 0.00% | |
| • | Chain of controlled undertakings through which the holding is effectively held: No indirect holding of voting securities. ResMed Inc. is not a controlled entity. |
*
* *
Contact:
Nyxoah
David DeMartino, Chief Strategy Officer
david.demartino@nyxoah.com
+1 310 310 1313
2