Nyxoah (NASDAQ: NYXH) raises $95M in U.S. share sale
Rhea-AI Filing Summary
Nyxoah entered an underwriting agreement for an underwritten public offering of 55,232,558 ordinary shares at $1.72 (€1.48) per share, with underwriters holding a 30-day option to buy up to 8,284,883 additional shares at the same price, less fees. The deal is expected to generate gross proceeds of about $95 million and net proceeds of approximately $88.5 million (€76.3 million), assuming no exercise of the option, and is expected to close around June 9, 2026 subject to customary conditions. All shares are issued by Nyxoah under its effective Form F-3 shelf, and the company plans to use proceeds to fund U.S. commercialization, Genio system R&D and upgrades, international rollout, clinical research, and general corporate purposes including potential debt repayment and acquisitions. Nyxoah also intends to draw €13.8 million from the second tranche of its European Investment Bank loan in Q2 2026.
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Insights
Nyxoah executes a sizable primary share sale to fund growth and R&D.
Nyxoah is conducting an underwritten public offering of 55,232,558 ordinary shares at $1.72 per share, with a 30-day option for 8,284,883 additional shares. Gross proceeds are expected to be about $95 million, with net proceeds of around $88.5 million assuming no option exercise.
The capital raise is structured under an effective Form F-3 shelf, with standard indemnities and closing conditions. Nyxoah plans to allocate proceeds across U.S. commercialization, Genio system upgrades and cost reduction, international rollout, clinical research, and general corporate uses including potential debt repayment and acquisitions.
The filing also notes an intended draw of €13.8 million from a European Investment Bank loan in Q2 2026, adding to available funding. Overall impact depends on execution of growth initiatives and the balance between new capital and share dilution; this document does not quantify dilution relative to existing share count.
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
Genio system medical
Obstructive Sleep Apnea medical
forward-looking statements regulatory
European Investment Bank loan financial
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
When is Nyxoah’s June 2026 underwritten offering expected to close?
What additional financing does Nyxoah expect alongside the equity raise?
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
Entry into Underwriting Agreement.
On June 5, 2026, Nyxoah SA (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering of 55,232,558 ordinary shares (“Shares”), no nominal value per share, at a public offering price of $1.72 (€1.48) per ordinary share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days after the date of the Underwriting Agreement, to purchase up to an additional 8,284,883 ordinary shares (the “Option Shares” and together with the Shares, the “Securities”) at the public offering price less the underwriting discounts and commissions. The offering is expected to close on or about June 9, 2026, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately $88.5 million (€76.3 million), after deducting underwriting discounts and commissions and estimated offering expenses, assuming no exercise by the Underwriters of their option to purchase the Option Shares.
The Securities will be issued pursuant to the Company’s shelf registration statement on Form F-3 (Registration Statement No. 333- 285982) that was previously filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 20, 2025 and which was declared effective on April 1, 2025 (the “Registration Statement”). A final prospectus supplement relating to the offering dated June 5, 2026 was filed with the Commission.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the legal opinion and consent of NautaDutilh BV/SRL relating to the validity of the issuance and sale of the Securities is attached as Exhibit 5.1 hereto and is incorporated by reference herein.
The information included under the heading “Entry into Underwriting Agreement,” including Exhibits 1.1 and 5.1 hereto, shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (Registration Numbers 333-261233, 333-269410, 333-283103, 333-285960, and 333-294644) and Form F-3 (Registration Number 333-285982) (including any prospectuses forming a part of such registration statements) and is 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.
Other Events.
Offering Press Releases
On June 4, 2026, the Company issued a press release announcing the public marketing of the underwritten public offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 5, 2026, the Company issued a press release announcing the pricing of the underwritten public offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in the attached Exhibits 99.1 and 99.2 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 or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the completion of the offering and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s other filings with the Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995, as amended.
Exhibits
| 1.1 | Underwriting Agreement, dated June 5, 2026, by and between the Company and BofA Securities, Inc., as representative of the several underwriters named therein |
| 5.1 | Opinion of NautaDutilh BV/SRL |
| 23.1 | Consent of NautaDutilh BV/SRL (contained in exhibit 5.1) |
| 99.1 | Press Release, dated June 4, 2026 |
| 99.2 | Press Release, dated June 5, 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 8, 2026 | By: | /s/ John Landry |
| Name: | John Landry | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Nyxoah Announces Proposed Offering of Ordinary Shares
June 4, 2026
INSIDE INFORMATION
REGULATED INFORMATION
Nyxoah Announces Proposed Offering of Ordinary Shares
Mont-Saint-Guibert, Belgium – June 4, 2026, 10:02 pm CET / 4:02 pm ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on developing innovative solutions for Obstructive Sleep Apnea (OSA), today announced the commencement of a proposed underwritten public offering in the United States, which may include shares sold in a private offering to certain qualified or institutional investors outside the United States, including within the European Union. All of the ordinary shares are being offered by Nyxoah and there are no selling shareholders participating in the proposed offering. In addition, Nyxoah expects to grant the underwriters a 30-day option to purchase additional ordinary shares in an amount of up to 15% of the number of shares sold in the offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Nyxoah intends to use the net proceeds from the proposed offering (i) for expanding commercialization activities in the United States; (ii) to further finance research and development activities related to Genio system upgrades, re-designing its products for manufacturability and cost reduction initiatives, and to continue to build a pipeline of new technologies and explore potential collaboration opportunities in the field of monitoring and diagnostics for OSA; (iii) to advance commercialization of the Genio system in its initial target markets outside of the United States and to continue gathering clinical data and to support physician initiated clinical research projects related to OSA patient treatments; and (iv) for other general corporate purposes, including, but not limited to, working capital, repayment of debt financing, capital expenditures, investments, acquisitions, should the Company choose to pursue any, and collaborations.
BofA Securities is acting as the lead bookrunner for the offering. Bank Degroof Petercam SA/NV is acting as an additional bookrunner and B. Riley is acting as a co-manager for the offering.
The public offering in the United States will be made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-285982) that was filed by Nyxoah with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on April 1, 2025. A preliminary prospectus supplement will be filed with the SEC and the accompanying prospectus relating to and describing the terms of the offering will be and are available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement, when available, and the accompanying prospectus may be obtained by contacting BofA Securities at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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.
Following the successful completion of the BLAST OSA study, the Genio system received its European CE Mark in 2019. Nyxoah completed two successful IPOs: on Euronext Brussels in September 2020 and NASDAQ in July 2021. Following the positive outcomes of the BETTER SLEEP study, Nyxoah received CE mark approval for the expansion of its therapeutic indications to Complete Concentric Collapse (CCC) patients, currently contraindicated in competitors’ therapy. Additionally, the Company announced positive outcomes from the DREAM IDE pivotal study and received approval from the FDA for a subset of adult patients with moderate to severe OSA with an AHI of greater than or equal to 15 and less than or equal to 65.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
Important Information
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (as amended, the “EU Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The offering referred to in this announcement will not be subject to a prospectus approved by the Belgian Financial Services and Markets Authority (the “FSMA”). To the extent necessary, an information document prepared in accordance with Article 1(5)(ba)(iii) and Annex IX of the EU Prospectus Regulation will be filed by the Company with the FSMA and published on the Company’s website. In any member state of the European Economic Area (the “Member States”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation.
With respect to any Member State, no action has been or will be taken in order to permit an offer of securities to the public which would require the publication of a prospectus or Annex IX document in any Member State. As a result, the ordinary shares of the Company can only be offered or sold and will only be offered or sold in any Member State (a) to qualified investors as defined in the EU Prospectus Regulation or (b) in accordance with the other exemptions set forth in Article 1(4) of the EU Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication, in any form and by any means presenting sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.
In the United Kingdom, the transaction to which this press release relates will only be available to, and will only be engaged in with, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024) who also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or (ii) are “high net worth companies” (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2) (a) to (d) of the Order (any such person being referred to as a “Relevant Person”). In the United Kingdom, any person who is not a Relevant Person should not take any action on the basis of this announcement and should not act or rely on it.
The underwriters in the offering may not necessarily undertake stabilization transactions aimed at supporting the market price of the securities during the stabilization period, which begins at the time the offering is priced and continues for 30 days thereafter, and if they do, such stabilization may cease at any time. Stabilization by the underwriters may take place in the United States on the Nasdaq Global Market and on Euronext Brussels.
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 reflect the Company’s or, as appropriate, the Company directors’ or managements’, 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 Company’s commercialization strategy and entrance to the U.S. market; 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. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome and financial effects of the plans and events described herein. Additionally, these risks and uncertainties include, but are not limited to, the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 26, 2026, and subsequent reports that the Company files with the SEC. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward-looking statements contained in this press release regarding past trends or activities are not guarantees of future performance and should not be taken as a representation that such trends or activities will continue in the future. In addition, even if actual results or developments are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. No representations and warranties are made as to the accuracy or fairness of such forward-looking statements. As a result, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based, except if specifically required to do so by law or regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
Contacts:
Nyxoah
John Landry, CFO
IR@nyxoah.com
Rémi Renard
Head of Investor Relations & Corporate Communication
IR@nyxoah.com
Attachment
· ENGLISH_Launch Press Release_FINAL
Exhibit 99.2
Nyxoah Announces Pricing of $95 Million Underwritten Public Offering
June 5, 2026
INSIDE INFORMATION
REGULATED INFORMATION
Nyxoah Announces Pricing of $95 Million Underwritten Public Offering
Mont-Saint-Guibert, Belgium – June 5, 2026, 5:25 pm CET / 11:25 am ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on developing innovative solutions for Obstructive Sleep Apnea (OSA), today announced the pricing of an underwritten public offering in the United States, which includes shares sold in a private offering to certain qualified or institutional investors outside the United States, including within the European Union, of 55,232,558 of its ordinary shares at an offering price of $1.72 (EUR 1.48) per share, before underwriting discounts and commissions. All of the ordinary shares are being offered by Nyxoah and there are no selling shareholders participating in the offering. In addition, Nyxoah has granted the underwriters a 30-day option to purchase up to an additional 8,284,883 ordinary shares at the offering price, before underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Nyxoah, are expected to be approximately $95 million (approximately EUR 81.7 million), excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or around June 9, 2026, subject to the satisfaction of customary closing conditions.
Nyxoah intends to use the net proceeds from the offering (i) for expanding commercialization activities in the United States; (ii) to further finance research and development activities related to Genio system upgrades, re-designing its products for manufacturability and cost reduction initiatives, and to continue to build a pipeline of new technologies and explore potential collaboration opportunities in the field of monitoring and diagnostics for OSA; (iii) to advance commercialization of the Genio system in its initial target markets outside of the United States and to continue gathering clinical data and to support physician initiated clinical research projects related to OSA patient treatments; and (iv) for other general corporate purposes, including, but not limited to, working capital, repayment of debt financing, capital expenditures, investments, acquisitions, should the Company choose to pursue any, and collaborations. In the second quarter of 2026, Nyxoah intends to draw EUR 13.8 million from the second tranche of the Company’s European Investment Bank loan.
BofA Securities is acting as the lead bookrunner for the offering. Bank Degroof Petercam SA/NV is acting as an additional bookrunner and B. Riley is acting as a co-manager for the offering.
The public offering in the United States is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-285982) that was filed by Nyxoah with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on April 1, 2025. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained by contacting BofA Securities at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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.
Following the successful completion of the BLAST OSA study, the Genio system received its European CE Mark in 2019. Nyxoah completed two successful IPOs: on Euronext Brussels in September 2020 and NASDAQ in July 2021. Following the positive outcomes of the BETTER SLEEP study, Nyxoah received CE mark approval for the expansion of its therapeutic indications to Complete Concentric Collapse (CCC) patients, currently contraindicated in competitors’ therapy. Additionally, the Company announced positive outcomes from the DREAM IDE pivotal study and received approval from the FDA for a subset of adult patients with moderate to severe OSA with an AHI of greater than or equal to 15 and less than or equal to 65.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
Additional Information
The following information is provided pursuant to Article 7:97 of the Belgian Code on companies and associations. Prior to the launch of the offering, Robert Taub, permanent representative of Robelga SRL, who is the chairman of the board of directors, and Jürgen Hambrecht and Kevin Rakin, who are both independent directors, had expressed an interest to participate in the offering and potentially purchase (either directly or indirectly through entities controlled/managed by them or otherwise) offered shares, it being understood that the number of offered shares allocated to them (if any) and the applicable subscription price would depend on the outcome of the offering process.
As Robert Taub, Jürgen Hambrecht and Kevin Rakin qualify as a related party of the Company, the board of directors applied the related parties procedure of Article 7:97 of the Belgian Code on companies and associations in connection with the potential participation of Robert Taub, Jürgen Hambrecht and Kevin Rakin (either directly or indirectly through entities controlled/managed by them or otherwise) to the offering. Within the context of the aforementioned procedure, prior to resolving on the offering, a committee of three independent directors of the Company consisting of Rita Johnson-Mills, Virginia Kirby and Wildman Ventures, LLC, represented by Daniel Wildman (the “Committee”) issued an advice to the board of directors in which the Committee assessed the participation of Robert Taub, Jürgen Hambrecht and Kevin Rakin in the offering. In its advice to the board of directors, the Committee concluded the following: “Based on the information provided, the Committee considers that the proposed transaction is in line with the strategy pursued by the Company, will be done on market terms, and is unlikely to lead to disadvantages for the Company and its shareholders (in terms of dilution) that are not sufficiently compensated by the advantages that the transaction offers the Company”.
When approving the offering, the Company’s board of directors did not deviate from the Committee's advice.
The Company’s statutory auditor's assessment of the Committee's advice and the minutes of the meeting of the Company’s board of directors, is as follows: “Based on our assessment, we have not identified any facts that would cause us to believe that the financial and accounting information included in the advice of the committee of independent directors dated 4 June 2026 and in the minutes of the board of directors’ meeting dated 4 June 2026, justifying the proposed transaction, is not fairly presented and sufficient, in all material respects, in light of the information available to it in the performance of its mandate”.
Important Information
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (as amended, the “EU Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The offering referred to in this announcement will not be subject to a prospectus approved by the Belgian Financial Services and Markets Authority (the “FSMA”). The Company will prepare and file with the FSMA an information document in relation to the admission to listing and trading on the regulated market of Euronext in Brussels of 55,232,558 new ordinary shares that will be issued in the offering in accordance with Article 1(5)(ba) (iii) and Annex IX of the EU Prospectus Regulation. The information document will be drawn up in English and will be made available through the following link: https://investors.nyxoah.com /financials. In any member state of the European Economic Area (the “Member States”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation.
With respect to any Member State, no action has been or will be taken in order to permit an offer of securities to the public which would require the publication of a prospectus or Annex IX document in any Member State. As a result, the ordinary shares of the Company can only be offered or sold and will only be offered or sold in any Member State (a) to qualified investors as defined in the EU Prospectus Regulation or (b) in accordance with the other exemptions set forth in Article 1(4) of the EU Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication, in any form and by any means presenting sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.
In the United Kingdom, the transaction to which this press release relates will only be available to, and will only be engaged in with, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024) who also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or (ii) are “high net worth companies” (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2) (a) to (d) of the Order (any such person being referred to as a “Relevant Person”). In the United Kingdom, any person who is not a Relevant Person should not take any action on the basis of this announcement and should not act or rely on it.
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 reflect the Company’s or, as appropriate, the Company directors’ or managements’ 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 Company’s commercialization strategy and entrance to the U.S. market; 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. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome and financial effects of the plans and events described herein. Additionally, these risks and uncertainties include, but are not limited to, the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 26, 2026, and subsequent reports that the Company files with the SEC. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward-looking statements contained in this press release regarding past trends or activities are not guarantees of future performance and should not be taken as a representation that such trends or activities will continue in the future. In addition, even if actual results or developments are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. No representations and warranties are made as to the accuracy or fairness of such forward-looking statements. As a result, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based, except if specifically required to do so by law or regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
Contacts:
Nyxoah
John Landry, CFO
IR@nyxoah.com
Rémi Renard
Head of Investor Relations & Corporate Communication
IR@nyxoah.com
Attachment
· ENGLISH_Pricing Press Release_FINAL