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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 June 2026

 

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 June 10, 2026, 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 June 10, 2026

 

 

 

 

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: June 11, 2026 By: /s/ John Landry
  Name: John Landry
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Information on the total number of voting rights and shares

 

June 10, 2026

 

REGULATED INFORMATION

 

Information on the total number of voting rights and shares

 

Mont-Saint-Guibert (Belgium), June 10, 2026, 11:00 pm CET / 5:00 pm ET – In accordance with article 15 of the Law of May 2, 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels and Nasdaq: NYXH) publishes the below information following the issuance of 55,232,558 new shares in connection with its previously announced underwritten public offering in the United States, which included shares sold in a private offering to certain qualified or institutional investors outside the United States, including within the European Union.

 

·Share capital: EUR 7,073,687.00

 

·Total number of securities carrying voting rights: 99,926,284 (all ordinary shares)

 

·Total number of voting rights (= denominator): 99,926,284 (all relating to ordinary shares)

 

·Number of rights to subscribe to securities carrying voting rights not yet issued (on May 31, 2026): 3,322,832 (all granted subscription rights; this number excludes 462,677 subscription rights that were issued but not yet granted)

 

·Total number of convertible bonds: 225 convertible bonds with a nominal value of EUR 83,000 per bond

 

·Total number of voting rights that can be obtained in case of conversion of all 225 convertible bonds at the current (revised) conversion price of EUR 1.48 per share: 12,618,243 (this number does not take into account the conversion of interest)

 

*

 

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Contact:

Nyxoah

John Landry, CFO

IR@nyxoah.com

 

Attachment

 

·2026 06 10 - Press release - Number of shares (ENG)