NYXH Nyxoah SA

 

 

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 May 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

 

As previously disclosed, on December 22, 2022, Nyxoah SA (the “Company”) entered into a sales agreement (“Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, with respect to an “at-the-market” offering program (the “ATM Program”) under which the Company may, from time to time, sell ordinary shares of the Company, no nominal value per share (the “Shares”), having an aggregate offering price of up to $50,000,000, through Cantor as sales agent. As of the date of this report, the Company has sold 768,162 Shares in the ATM Program, for aggregate gross proceeds of approximately $5,800,000, before deducting sales agent’s commissions.

 

The Shares issued in the ATM Program were issued pursuant to the Company’s registration statement on Form F-3 (File No. 333-268955) (the “Registration Statement”), previously filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022 and declared effective by the SEC on January 6, 2023, the base prospectus filed as a part of the Registration Statement and the prospectus supplement filed as a part of the Registration Statement (the “Prospectus Supplement”). As disclosed in the Prospectus Supplement, the board of directors of the Company (the “Board”) approved a maximum of 6,000,000 ordinary shares for issuance pursuant to the ATM program. Effective May 22, 2024, the Board reduced the maximum number of ordinary shares to be issued pursuant to the ATM Program to 4,430,861 ordinary shares.

 

Additionally, on May 22, 2024, the Company issued a press release announcing the reduction in the maximum number of ordinary shares to be issued pursuant to the ATM Program. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

This information in this Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-261233 and 333-269410) and Form F-3 (Registration Number 333-268955) of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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 May 22, 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: May 22, 2024	By:	/s/ Loic Moreau
	Name:	Loic Moreau
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

REGULATED INFORMATION
INSIDE INFORMATION

 

Nyxoah Announces Reduction of the Maximum Amount Available Under its At-the-Market Equity Offering Program

 

Mont-Saint-Guibert, Belgium – May 22, 2024, 10:10pm CET / 4:10pm ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA), announced today that it has reduced the maximum amount of 6,000,000 ordinary shares available for issuance under its “at-the-market” offering (announced on December 22, 2022) by an amount of 1,569,139 ordinary shares, or share capital of EUR 269,579 (excluding issuance premium), resulting in (i) a maximum of 4,430,861 ordinary shares to be issued under its “at-the-market” offering, of which 3,662,699 ordinary shares remain available for issuance, and (ii) an increase of the authorized capital that is available to the board of directors by EUR 269,579. For further context, please refer to section 1.5.2 of the May 22, 2024 board report that is available on the investor page of Nyxoah’s website (https://investors.nyxoah.com/financials > Special Reports).

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.

 

About Nyxoah

 

Nyxoah is a medical technology company focused on the development and commercialization of innovative solutions to treat OSA. Nyxoah’s lead solution is the Genio^® system, a patient-centered, leadless and battery-free hypoglossal neurostimulation therapy for OSA, the world’s most common sleep disordered breathing condition that is associated with increased mortality risk and cardiovascular comorbidities. Nyxoah is driven by the vision that OSA patients should enjoy restful nights and feel enabled to live their life to its fullest.

 

Caution – CE marked since 2019. Investigational device in the United States. Limited by U.S. federal law to investigational use in the United States.

 

 

 

 

REGULATED INFORMATION
INSIDE INFORMATION

 

Forward-Looking Statements

 

This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements may be identified by words such as “expects,” “potential,” “could,” or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include express or implied statements relating to, among other things, Nyxoah’s current expectations regarding the Genio^® system; planned and ongoing clinical studies of the Genio^® system; the potential advantages of the Genio^® system; Nyxoah’s goals with respect to the development, regulatory pathway and potential use of the Genio^® system; the utility of clinical data in potentially obtaining FDA approval of the Genio^® system; the Company's results of operations, financial condition, liquidity, performance, prospects, growth and strategies; and statements relating to the offering, including the expected closing, the anticipated proceeds from the offering and the use thereof. These statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, many of which are beyond Nyxoah’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, these risks and uncertainties include, without limitation, risks relating to market conditions and the Company’s inability, or the inability of the underwriters, to satisfy the conditions for the closing of the offering. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. Other risks and uncertainties faced by Nyxoah include those identified under the heading "Risk Factors" in Nyxoah’s most recent Annual Report on Form 20-F filed with the SEC, as well as subsequent filings and reports filed with the SEC. The forward-looking statements contained in this press release reflect Nyxoah’s views as of the date hereof, and Nyxoah does not assume and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 

Contact:

Nyxoah

David DeMartino, Chief Strategy Officer

IR@nyxoah.com

 

 

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