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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 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 July 28, 2023, Nyxoah SA (the “Company”) issued two press releases, copies of which are attached hereto as Exhibit 99.1 and 99.2.

 

The information in the attached Exhibit 99.1 and Exhibit 99.2 are 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 28, 2023
   
99.2 Press Release, dated July 28, 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: July 28, 2023 By: /s/ Loic Moreau
  Name: Loic Moreau
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1 

 

 

REGULATED INFORMATION

 

Information on the total number of voting rights and shares

 

Mont-Saint-Guibert (Belgium), July 27, 2023, 10:30 pm CET / 4:30 pm ET – In accordance with article  15 of the Law of 2 May 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels and Nasdaq: NYXH) publishes the below information following the issue of new shares.

 

·Share capital: EUR 4,924,151.05

·Total number of securities carrying voting rights: 28,663,985 (all ordinary shares)

·Total number of voting rights (= denominator): 28,663,985 (all relating to ordinary shares)

·Number of rights to subscribe to securities carrying voting rights not yet issued:

 

o20 “2016 ESOP Warrants” issued on November 3, 2016, entitling their holders to subscribe to a total number of 10,000 securities carrying voting rights (all ordinary shares);

o100 “2018 ESOP Warrants” issued on December 12, 2018, entitling their holders to subscribe to a total number of 50,000 securities carrying voting rights (all ordinary shares);

o410,500 “2020 ESOP Warrants” issued on February 21, 2020, entitling their holders to subscribe to a total number of 410,500 securities carrying voting rights (all ordinary shares); and

o1,267,000 “2021 ESOP Warrants” issued on September 8, 2021, entitling their holders to subscribe to a total number of 1,267,000 securities carrying voting rights (all ordinary shares); and

o700,000 “2022 ESOP Warrants” issued on December 28, 2022, entitling their holders to subscribe to a total number of 700,000 securities carrying voting rights (all ordinary shares).

 

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Contacts:

Nyxoah

David DeMartino, Chief Strategy Officer

david.demartino@nyxoah.com

+1 310 310 1313

 

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Exhibit 99.2 

 

 

REGULATED INFOMATION

 

Publication relating to a transparency notification

 

Mont-Saint-Guibert (Belgium), July 27, 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 a rectification of an earlier transparency notification.

 

On July 25, 2023, Nyxoah received the rectification of the April 16, 2023 transparency notification that it had received from ResMed Inc. in relation to the upward crossing of the 5% threshold by ResMed Inc. on March 30, 2023. The correction relates to the number of shares and the percentage of voting rights held by ResMed Inc. on March 30, 2023: ResMed Inc. held 1,619,756 shares, representing 5.73% of the total number of voting rights (and not 1,499,756 shares or 5.30% of the voting rights as stated in the April 2023 notification).

 

The notification dated July 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: ResMed Inc., 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 to the

securities

 Linked to
securities

Not linked to the

securities

ResMed Inc. 794,235 1,619,756   5.73%  
  TOTAL 1,619,756 0 5.73% 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.

 

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Contact:
Nyxoah
David DeMartino, Chief Strategy Officer
david.demartino@nyxoah.com
+1 310 310 1313

 

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