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 October 2024
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 October 15, 2024, 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 October 15, 2024 |
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: October 15, 2024 | By: | /s/ Loic Moreau |
| Name: | Loic Moreau | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
REGULATED INFORMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium), October 15, 2024, 10:30 pm CET / 4:30 pm 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 three transparency notifications as detailed below.
Jürgen Hambrecht
On October 15, 2024, Nyxoah received a transparency notification from Jürgen Hambrecht and Jürgen Hambrecht’s controlled undertaking JH Capital GmbH following an acquisition or disposal of voting securities or voting rights. Based on the notification, Jürgen Hambrecht (together with JH Capital GmbH) holds 1,344,000 voting rights, representing 3.91% of the total number of voting rights on September 5, 2024 (34,373,015).
The notification dated October 14, 2024 contains the following information:
| · | Reason for the notification: acquisition or disposal of voting securities or voting rights | |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: | |
| - | Jürgen Hambrecht | |
| - | JH Capital GmbH, Römerweg 36, 67434 Neustadt, Germany | |
| · | Date on which the threshold was crossed: September 5, 2024 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 34,373,015 |
| · | 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 | |
| Jürgen Hambrecht | 1,047,029 | 72,589 | 0 | 0.21% | 0.00% |
| JH Capital GmbH | 0 | 1,271,411 | 0 | 3.70% | 0.00% |
| Subtotal | 1,047,029 | 1,344,000 | 3.91% | ||
| TOTAL | 1,344,000 | 0 | 3.91% | 0.00% | |
| · | Full chain of controlled undertakings through which the holding is effectively held: JH Capital GmbH is controlled by Jürgen Hambrecht. |
1
BlackRock, Inc.
On October 10, 2024, Nyxoah received a transparency notification from BlackRock, Inc. and related persons following an acquisition or disposal of voting securities or voting rights. Based on the notification, BlackRock, Inc. (together with its controlled undertakings) holds 1,116,421 voting rights, consisting of 1,065,121 shares and 51,300 equivalent financial instruments, representing 3.25% of the total number of voting rights on October 8, 2024 (34,389,015).
The notification dated October 9, 2024 contains the following information:
| · | Reason for the notification: acquisition or disposal of voting securities or voting rights | |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: | |
| - | BlackRock, Inc. (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) | |
| - | BlackRock Advisors, LLC (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) | |
| - | BlackRock Fund Advisors (with address at 400 Howard Street, San Francisco, CA, 94105, U.S.A.) | |
| - | BlackRock Investment Management (UK) Limited (with address at 12 Throgmorton Avenue, London, EC2N 2DL, U.K.) | |
| - | BlackRock Investment Management, LLC (with address at 1 University Square Drive, Princeton, NJ, 8540, U.S.A.) | |
| · | Date on which the threshold was crossed: October 8, 2024 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 34,389,015 | |
| · | 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 | |
| BlackRock, Inc. | 0 | 0 | 0.00% | ||
| BlackRock Advisors, LLC |
1,006,161 | 1,038,361 | 3.02% | ||
| BlackRock Fund Advisors |
46 | 446 | 0.00% | ||
| BlackRock Investment Management (UK) Limited |
1,080 | 1,080 | 0.00% | ||
| BlackRock Investment Management, LLC | 25,234 | 25,234 | 0.07% | ||
| Subtotal | 1,032,521 | 1,065,121 | 3.10% | ||
| TOTAL | 1,065,121 | 0 | 3.10% | 0.00% | |
2
| B) Equivalent financial instruments | After the transaction | |||||
| Holders of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise period or date | # of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement |
| BlackRock Advisors, LLC |
Securities Lent | 50,800 | 0.15% | physical | ||
| BlackRock Fund Advisors |
Securities Lent | 500 | 0.00% | physical | ||
| TOTAL | 51,300 | 0.15% | ||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||
| 1,116,421 | 3.25% | |||||
| · | Full chain of controlled undertakings through which the holding is effectively held: |
BlackRock, Inc.
BlackRock Finance, Inc.
Trident Merger, LLC
BlackRock Investment Management, LLC
BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock Holdco 3, LLC
BlackRock Cayman 1 LP
BlackRock Cayman West Bay Finco Limited
BlackRock Cayman West Bay IV Limited
BlackRock Group Limited
BlackRock Finance Europe Limited
BlackRock Investment Management (UK) Limited
BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Holdco 4, LLC
BlackRock Holdco 6, LLC
BlackRock Delaware Holdings Inc.
BlackRock Fund Advisors
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BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Capital Holdings, Inc.
BlackRock Advisors, LLC
| · | Additional information: The disclosure obligation arose due to voting rights attached to shares for BlackRock Advisors, LLC going above 3%. |
BlackRock, Inc.
On October 14, 2024, Nyxoah received a transparency notification from BlackRock, Inc. and related persons following a passive downward crossing of the lowest threshold. Based on the notification, BlackRock, Inc. (together with its controlled undertakings) holds 1,116,421 voting rights, consisting of 1,065,121 shares and 51,300 equivalent financial instruments, representing 2.99% of the total number of voting rights on October 9, 2024 (37,389,015).
The notification dated October 11, 2024 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: | |
| - | BlackRock, Inc. (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) | |
| - | BlackRock Advisors, LLC (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) | |
| - | BlackRock Fund Advisors (with address at 400 Howard Street, San Francisco, CA, 94105, U.S.A.) | |
| - | BlackRock Investment Management (UK) Limited (with address at 12 Throgmorton Avenue, London, EC2N 2DL, U.K.) | |
| - | BlackRock Investment Management, LLC (with address at 1 University Square Drive, Princeton, NJ, 8540, U.S.A.) | |
| · | Date on which the threshold was crossed: October 9, 2024 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 37,389,015 |
4
| · | 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 | |
| BlackRock, Inc. | 0 | 0 | 0.00% | ||
| BlackRock Advisors, LLC | 1,038,361 | 1,038,361 | 2.78% | ||
| BlackRock Fund Advisors | 446 | 446 | 0.00% | ||
| BlackRock Investment Management (UK) Limited | 1,080 | 1,080 | 0.00% | ||
| BlackRock Investment Management, LLC | 25,234 | 25,234 | 0.07% | ||
| Subtotal | 1,065,121 | 1,065,121 | 2.85% | ||
| TOTAL | 1,065,121 | 2.85% | |||
| B) Equivalent financial instruments | After the transaction | |||||
| Holders of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise period or date | # of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement |
| BlackRock Advisors, LLC | Securities Lent | 50,800 | 0.14% | physical | ||
| BlackRock Fund Advisors | Securities Lent | 500 | 0.00% | physical | ||
| TOTAL | 51,300 | 0.14% | ||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||
| 1,116,421 | 2.99% | |||||
| · | Full chain of controlled undertakings through which the holding is effectively held: |
BlackRock, Inc.
BlackRock Finance, Inc.
Trident Merger, LLC
BlackRock Investment Management, LLC
BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
5
BlackRock Holdco 3, LLC
BlackRock Cayman 1 LP
BlackRock Cayman West Bay Finco Limited
BlackRock Cayman West Bay IV Limited
BlackRock Group Limited
BlackRock Finance Europe Limited
BlackRock Investment Management (UK) Limited
BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Holdco 4, LLC
BlackRock Holdco 6, LLC
BlackRock Delaware Holdings Inc.
BlackRock Fund Advisors
BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Capital Holdings, Inc.
BlackRock Advisors, LLC
| · | Additional information: The disclosure obligation arose due to total holdings in voting rights for BlackRock, Inc. going below 3%. Additionally, voting rights attached to shares for BlackRock, Inc. went below 3%. Additionally total holdings in voting rights for BlackRock Advisors, LLC going below 3%. Additionally, voting rights attached to shares for BlackRock Advisors, LLC. went below 3%.. |
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Contact:
Nyxoah
Loic Moreau, CFO
IR@nyxoah.com
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