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 25, 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 25, 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 28, 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 25, 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 a transparency notification as detailed below.
Vestal Point Capital
On October 23, 2024, Nyxoah received a transparency notification from Vestal Point Capital following an acquisition or disposal of voting securities or voting rights. Based on the notification, Vestal Point Capital holds 3,000,688 voting rights, representing 8.03% of the total number of voting rights on October 9, 2024 (37,389,015).
The notification dated October 22, 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:
| - | Vestal Point Capital, LLC (with address at 632 Broadway, Suite 602, New York, NY 10012, USA) |
| - | Vestal Point Capital, LP (with address at 632 Broadway, Suite 602, New York, NY 10012, USA) |
| - | Ryan Wilder (with address at 632 Broadway, Suite 602, New York, NY 10012, USA) |
· Date on which the threshold was crossed: October 9, 2024
· Threshold that is crossed: 5%
· Denominator: 37,389,015
· 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 | |
| Ryan Wilder | 0 | 0 | 0 | 0.00% | 0.00% |
| Vestal Point Capital, LLC | 0 | 0 | 0 | 0.00% | 0.00% |
| Vestal Point Capital, LP | 3,000,688 | 3,000,688 | 0 | 8.03% | 0.00% |
| Subtotal | 3,000,688 | 3,000,688 | 8.03% | ||
| TOTAL | 3,000,688 | 0 | 8.03% | 0.00% | |
1
| · | Full chain of controlled undertakings through which the holding is effectively held: Vestal Point Capital, LP (investment manager) is controlled by Vestal Point Capital, LLC (general partner). Vestal Point Capital, LLC is controlled by Mr. Ryan Wilder (managing member). | |
| · | Additional information: Vestal Point Capital, LP is the investment management company that can exercise the voting rights at its discretion, in the absence of specific instruction. |
*
* *
Contact:
Nyxoah
Loic Moreau, CFO
IR@nyxoah.com
2