As filed with the Securities and Exchange Commission on March 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NYXOAH SA
(Exact name of registrant as specified in its charter)
| Belgium (State or other jurisdiction of incorporation or organization) |
Not Applicable (I.R.S. Employer Identification No.) |
Rue Edouard Belin 12
1435 Mont-Saint-Guibert,
Belgium
(Address of principal executive offices)
2025-2 Warrants Plan
(Full title of the plans)
Corporation Service Company
1090 Vermont Avenue N.W.
Washington D.C. 20005
United States
Telephone: +1 800 927 9800
(Name, address and telephone number, including area code, of agent for service)
Copies to:
|
John T. Rudy, Esq. Jason S. McCaffrey, Esq. Alok Choksi, Esq. Mintz, Levin, Cohn, Ferris, Glovksy & Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542 6000 |
Philippe Remels NautaDutilh BV/SRL Chaussée de La Hulpe 120 1000 Brussels, Belgium +32 2 566 80 00 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer x |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a) the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Commission on March 26, 2026;
(b) the Registrant’s Current Reports on Form 6-K furnished to the Commission on January 14, 2026, January 30, 2026 and March 19, 2026 (other than portions of the foregoing expressly excluded from incorporation by reference) (No. 001-40552); and
(c) the description of the Registrant’s Ordinary Shares which is contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40552) filed with the Commission on June 28, 2021, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents (the “Incorporated Documents”).
Any statement contained herein or in any Incorporated Document shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. The Registrant’s directors may be liable to the Registrant and to third parties for infringement of the Registrant’s articles of association or Belgian company law. Under certain circumstances, directors may be criminally liable.
The Registrant maintains liability insurance for the Registrant’s directors and officers, including insurance against liability under the Securities Act.
The New Belgian Companies Code that entered into force on January 1, 2020, includes a cap on liability for directors (including persons in charge of daily management) for any damages they cause due to mismanagement, including breaches of the articles of association and the New Belgian Companies Code. This liability cap applies towards the company and third parties. For the Registrant, the cap amounts to €12,000,000. The cap applies irrespective of the number of claimants or defendants for the same (set of) facts. However, the cap does not apply to repetitive minor misconduct, serious error or cases of fraud. Furthermore, the cap does not apply to directors’ liability under the special liability regimes relating to payment of withholding tax, VAT and social security contributions.
Certain of the Registrant’s non-executive directors may, through their relationships with their employers or partnerships, be insured and/or indemnified against certain liabilities in their capacity as members of the Registrant’s board of directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit Number |
Exhibit Description | Incorporated
by Reference herein from Form or Schedule |
Filing Date | SEC
File/ Reg. Number | ||||
| 4.1 | Articles of Association, as amended (English Translation) | 20-F (Exhibit 1.1) | March 26, 2026 | 001-40552 | ||||
| 5.1* | Opinion of NautaDutilh BV/SRL | |||||||
| 23.1* | Consent of EY Réviseurs d’Entreprises / EY Bedrijfsrevisoren SRL/BV, independent registered public accounting firm | |||||||
| 23.2* | Consent of NautaDutilh BV/SRL (included in Exhibit 5.1) | |||||||
| 24.1* | Power of Attorney (included on the signature page hereto) | |||||||
| 99.1 | Form of 2025-2 Warrants Plan (English Translation) | 20-F (Exhibit 4.17) | March 26, 2026 | 001-40552 | ||||
| 107* | Filing Fee Table |
*Filed herewith
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mont-Saint-Guibert, Belgium, on the 26th day of March, 2026.
| NYXOAH SA | ||
| By: | /s/ Olivier Taelman | |
| Olivier Taelman | ||
| Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the directors and officers of Nyxoah SA, whose signature appears below hereby severally constitutes and appoints Olivier Taelman and John Landry, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Nyxoah SA, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Olivier Taelman | Chief Executive Officer and Director (principal executive officer) |
March 26, 2026 | ||
| Olivier Taelman | ||||
| /s/ John Landry | Chief Financial Officer (principal accounting officer and principal financial officer) |
March 26, 2026 | ||
| John Landry | ||||
| /s/ Robert Taub | Chairman of the Board of Directors | March 26, 2026 | ||
| Robert Taub, acting via Robelga SRL | ||||
| /s/ Kevin Rakin | Director | March 26, 2026 | ||
| Kevin Rakin | ||||
| /s/ Jürgen Hambrecht | Director | March 26, 2026 | ||
| Jürgen Hambrecht | ||||
| /s/ Pierre Gianello | Director | March 26, 2026 | ||
| Pierre Gianello | ||||
| /s/ Rita Johnson-Mills | Director | March 26, 2026 | ||
| Rita Johnson-Mills | ||||
| /s/ Virginia Kirby | Director | March 26, 2026 | ||
| Virginia Kirby | ||||
| /s/ Daniel Wildman | Director | March 26, 2026 | ||
| Daniel Wildman, acting via Wildman Ventures LLC | ||||
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Nyxoah SA, has signed this registration statement on Form S-8 on March 26, 2026.
| NYXOAH, INC. | ||
| By: | /s/ Olivier Taelman | |
| Name: | Olivier Taelman | |
| Title: | Chief Executive Officer, President and Secretary | |
Exhibit 5.1
| AVOCATS |  | |
Chaussée de La Hulpe 120 1000 Brussels T +32 2 566 8000 F +32 2 566 8001 |
Brussels, 26 March 2026
Nyxoah SA Rue Edouard Belin 1 1435 Mont-Saint-Guibert Belgium
(the “Addressee”) |
Ladies and Gentlemen,
We have acted as Belgian legal counsel to Nyxoah SA, a limited liability company organized and existing under the laws of the Kingdom of Belgium, with its statutory seat at rue Edouard Belin 12, 1435 Mont-Saint-Guibert, and registered under company number 0817.149.675 (the "Company"), on certain legal matters of Belgian law in connection with the Company's Registration Statement on Form S-8 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), in respect of up to 760,000 ordinary shares without nominal value of the Company to be issued upon the exercise of outstanding warrants under the warrant plan 2025-2 of the Company (the “Plan”). The amount of 760,000 ordinary shares to be issued under the Plan are referred to as the “Shares”.
This opinion letter is solely given for the information of the Addressee. It may only be relied upon in connection with the Registration Statement by the Addressee. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in any document.
The section headings used in this opinion letter are for convenience or reference only and are not to affect its construction or be taken into consideration in its interpretation.
This opinion letter sets out our opinion on certain matters of Belgian law as at today’s date and the opinions and statements expressed in this opinion letter are limited in all respects to and are to be construed and interpreted in accordance with, Belgian law.
Unless otherwise specifically stated herein, we do not express any opinion on tax law, on public international law or on the rules promulgated under or by any treaty organisation, except insofar as such rules are directly applicable in Belgium, nor do we express any opinion on Belgian or European competition law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes under Belgian law subsequent to today’s date.
As Belgian lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Registration Statement under any applicable law other than Belgian law and the obligations of the parties thereto, and we have made no investigation of such meaning and purport. Our review of the Registration Statement has therefore been limited to the terms of such documents as they appear to us on their face.
| ||
| 2 |
In this opinion letter, legal concepts are expressed in English terms. The Belgian legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Belgian legal concepts described by the English terms. As far as the word "non-assessable" used in this opinion letter is concerned, this word has no legal meaning under the laws of Belgium and is used in this opinion letter only to mean that, with respect to the issuance of the Shares of the Company, subject to the terms and conditions of the Plan and the terms of issuance of the Shares, (i) the initial beneficiary of the Warrants will have no obligation to pay to the Company any additional amount in excess of the exercise price and (ii) the holders of the Shares will not be liable, solely because of their status as a holder of the Shares, for additional calls of funds on the Shares by the Company or its creditors.
In rendering the opinions expressed herein, we have exclusively reviewed and relied upon the documents set out in Exhibit A to this opinion letter (the “Documents”), together with such other publicly available documents as we have considered it necessary or desirable. We have not investigated or verified any factual matter disclosed to us in the course of our review, nor do we opine on the accuracy of representations and warranties contained in documents reviewed by us. For certain matters of fact, we have relied, without independent verification, on a certificate of the secretary of the Company.
The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Belgian law. The competent courts at Brussels, Belgium have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter and all matters related to the legal relationship between yourself and NautaDutilh BV/SRL, including the above submission to jurisdiction, are governed by Belgian law and the general terms and conditions of NautaDutilh BV/SRL1.
ASSUMPTIONS
For the purposes of this opinion letter, we have assumed that:
| a. | all documents reviewed by us as originals are complete and authentic and the signatures thereon are the genuine signatures of the persons purporting to have signed the same; all documents reviewed by us as drafts of documents or as fax, photo or electronic copies of originals are in conformity with the originals thereof (which have been or will be executed) and such originals are complete and authentic and the signatures thereon are the genuine signatures of the persons purporting to have signed the same; |
| b. | the Registration Statement will be filed with the SEC and will become effective, in the form referred to in this opinion letter; |
| c. | the Company's board of directors (or its proxyholders) has duly authorized the Plan; |
| d. | the Company's board of directors (or its proxyholders in accordance with the terms of the Plan) has duly granted all Warrants under the Plan relating to the Shares and the beneficiaries have accepted the Warrants granted to them in accordance with the terms of the Plan; |
| e. | the Plan is and will remain effective upon each granting of Warrants and upon each issue of Shares pursuant to the exercise of Warrants and in accordance with the Board Report; |
1 The applicable general terms and conditions of NautaDutilh BV/SRL can be found at all times at www.nautadutilh.com.
| ||
| 3 |
| f. | the Plan has been, and will at all times be, operated in accordance with its terms; |
| g. | the exercise of the Warrants (including, but not limited to the exercise price, the exercise notices, vesting periods and maximum duration of warrants) complies with the terms of the Plan, the applicable Belgian law and the Articles of Association (as defined in Exhibit A); |
| h. | the statements of facts contained in the Documents are accurate and complete; |
| i. | the Resolutions (as defined in Exhibit A) are in full force and effect and correctly reflect the resolutions taken by the board of directors (or its proxy holders), on their respective dates and were adopted at properly convened meetings; |
| j. | publication of the deed recording the resolutions taken by the board of directors of the Company or its proxy holders has taken or will take place in accordance with all applicable regulations; |
| k. | the Shares will be issued, delivered and paid for as set forth in the Plan; |
| l. | the opinion in this opinion letter will not be affected by any foreign law. |
OPINION
Based upon and subject to the foregoing and subject to any matters, documents or events not disclosed to us, we express the following opinion:
| • | the Shares to be issued upon exercise of any outstanding Warrants granted under the Plan, to the extent that they will be issued by the Company in compliance with the then applicable provisions of the Articles of Association, the laws of Belgium, the terms of such Warrants and the Plan, and that the Company will have received in full all amounts payable by the participants under the Plan in respect of such Shares, will be validly issued, fully paid-up and non-assessable. |
This opinion is addressed to, and is solely for the benefit of, the Company and, except with our prior written consent, is not to be transmitted or disclosed to or used or relied upon by any other person. We however hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC hereunder.
Faithfully,
/s/ NautaDutilh BV/SRL
NautaDutilh BV/SRL
| ||
| 4 |
exhibit A
List of documents
| 1. | a copy of the Form S-8 Registration Statement under the Securities Act of 1933, dated March 26, 2026 (the "Registration Statement"); |
| 2. | a copy of the French version of the co-ordinated articles of association of the Company dated November 20, 2025 (the “Articles of Association”); |
| 3. | a copy of the rules of the Plan; |
| 4. | a copy of the resolutions taken by the Company's board of directors held on October 13, 2025 (the "Resolutions"); |
| 5. | a copy of the special report of the board of directors of the Company (the “Board Report”) dated October 13, 2025 issued pursuant to Articles 7:180 juncto 7:179 and 7:191 BCCA submitted to the board of directors with regard to the Plan, and |
| 6. | a certificate of the Company's secretary dated March 26, 2026. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2025-2 Warrants Plan of Nyxoah SA of our report dated March 26, 2026, with respect to the consolidated financial statements of Nyxoah SA, included in its Annual Report (Form 20-F) for the year ended 31 December 2025, filed with the Securities Exchange Commission.
/s/ EY Réviseurs d’Entreprises/ EY Bedrijfsrevisoren SRL/BV
Diegem, Belgium
March 26, 2026
|
Calculation of Filing Fee Tables |
|||
|
|
|||
|
|
|||
|
Table 1: Newly Registered Securities |
|---|
|
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
|
|
|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
|
||||||
|
Total Fee Offsets: |
$
|
|||||||
|
Net Fee Due: |
$
|
|||||||
|
Offering Note |
|
1 |
|
||||||
|
|
|||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||