Nyxoah (Nasdaq: NYXH) posts Q1 2026 surge in revenue but flags funding risk
Rhea-AI Filing Summary
Nyxoah SA reported strong revenue growth and detailed governance items in its latest update. First quarter 2026 revenue rose to €6.4 million, up from €1.1 million a year earlier, driven mainly by U.S. Genio system commercialization and continued international sales. Gross margin was 57% on cost of goods sold of €2.7 million. Operating loss remained high at €20.5 million, with a net loss of €15.9 million, reflecting heavy R&D and U.S. commercial spending. Cash, cash equivalents and financial assets totaled €25.9 million as of March 31, 2026, and management highlights significant doubt about the company’s ability to continue as a going concern without additional funding.
The company will hold its annual shareholders’ meeting on June 10, 2026, immediately followed by an extraordinary meeting to renew authorized capital, ratify change‑of‑control protection in its convertible bonds and reappoint or appoint several directors, including one new independent director.
Positive
- Strong revenue inflection: Q1 2026 revenue reached €6.4 million versus €1.1 million a year earlier, driven by U.S. Genio commercialization and growth in international markets, indicating rapid early adoption of the therapy.
- Healthy gross margin: The company delivered a 57% gross margin on €6.4 million of net revenue in Q1 2026, suggesting the Genio system can support attractive product‑level economics as volumes scale.
Negative
- Going concern uncertainty: Despite the revenue ramp, management states there is significant doubt about the company’s ability to continue as a going concern over 12 months without additional financing, highlighting material funding risk.
- Continued heavy losses and cash burn: Q1 2026 operating loss was €20.5 million and net loss €15.9 million, while cash and financial assets fell to €25.9 million as of March 31 2026, indicating sustained high burn relative to available liquidity.
Insights
Rapid revenue growth offsets, but doesn’t remove, funding risk.
Nyxoah posted Q1 2026 revenue of €6.4 million, up sharply from €1.1 million in Q1 2025, mainly from U.S. Genio commercialization and international markets. Gross margin was 57%, showing the core product can generate attractive unit economics at higher volumes.
However, operating loss stayed large at €20.5 million, with net loss of €15.9 million, reflecting heavy R&D and commercial build‑out. Cash, cash equivalents and financial assets were €25.9 million at March 31 2026, and the company explicitly notes significant doubt about its ability to continue as a going concern without new capital.
Management expects to draw €13.8 million from a second European Investment Bank tranche in Q2 2026 and may access a second convertible bond tranche between July 18 2026 and August 18 2026. Future disclosures on additional financing and the pace of U.S. revenue ramp will be key to understanding the balance between growth and liquidity.
Key Figures
Key Terms
Change of Control financial
Early Redemption Amount financial
recoverable cash advances financial
non-GAAP cash operating expenses financial
going concern financial
hypoglossal neurostimulation medical
Earnings Snapshot
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 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 May 8, 2026, Nyxoah SA (the “Company”) issued a press release announcing that (i) the Company will hold its annual shareholders’ meeting on June 10, 2026 at 2:00 p.m. CET and (ii) the annual shareholders’ meeting will be followed immediately by an extraordinary shareholders’ meeting. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
On May 12, 2026, the Company also issued a press release announcing its financial and operating results for the first quarter of 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Additionally, on May 12, 2026, the Company announced its unaudited first quarter results for 2026, which are further described in a First Quarter 2026 report attached hereto as Exhibit 99.3.
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 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.
The information in the attached Exhibit 99.3 shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-261233, 333-269410, 333-283103, 333-285960 and 333-294644) and Form F-3 (Registration Numbers 333-268955 and 333-285982) 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.
Exhibits
| 99.1 | Press Release, dated May 8, 2026 |
| 99.2 | Press Release, dated May 12, 2026 |
| 99.3 | First Quarter Report 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: May 12, 2026 | By: | /s/ John Landry |
| Name: | John Landry | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
REGULATED INFORMATION
May 8, 2026, 10:05pm CET / 4:05pm ET
NYXOAH SA
(Euronext Brussels/Nasdaq: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(hereinafter the “Company”)
Invitation to attend the annual and the extraordinary
shareholders’ meetings of the Company
to be held on June 10, 2026
The board of directors of the Company is pleased to invite its securities holders to attend the annual shareholders’ meeting of the Company, to be held on Wednesday, June 10, 2026 at 2:00 p.m. CET at the Company’s seat, or at such other place as will be indicated prior to such time. The annual shareholders’ meeting will be followed immediately by an extraordinary shareholders’ meeting.
The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the annual and the extraordinary shareholders’ meetings to follow the meetings remotely and ask questions, as the case may be in writing, during the meetings. The modalities to attend the meetings via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the shareholders’ meetings as referred to in Article 7:137 of the Belgian Code of Companies and Associations (the “CCA”), but will be an extra facility for securities holders to follow the shareholders’ meetings. Holders of securities wishing to attend the meetings via video conference and also validly vote on the items on the agendas, are invited to exercise their voting rights prior to the shareholders’ meetings by following the rules set out in this convening notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company.
In order to facilitate the keeping of the attendance list on the day of the annual and the extraordinary shareholders’ meetings, the holders of securities issued by the Company and their representatives are invited to register as from 1:45 p.m. CET.
Agenda of the annual shareholders’ meeting
| 1. | Acknowledgement and discussion of: |
| a. | the statutory annual accounts for the financial year ended on December 31, 2025; | |
| b. | the consolidated financial statements for the financial year ended on December 31, 2025; | |
| c. | the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2025; |
| d. | the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2025; | |
| e. | the statutory auditor’s report on the statutory annual accounts for the financial year ended on December 31, 2025; and | |
| f. | the statutory auditor’s report on the consolidated financial statements for the financial year ended on December 31, 2025. |
| 2. | Approval of the statutory annual accounts for the financial year ended on December 31, 2025 and the proposed allocation of the result |
Proposed decision: The shareholders’ meeting decides to approve the annual accounts for the financial year ended on December 31, 2025 and the allocation of the result as proposed by the board of directors.
| 3. | Discharge of directors |
Proposed decision: The shareholders’ meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December 31, 2025 for the performance of their mandate during that financial year.
| 4. | Discharge of the statutory auditor |
Proposed decision: The shareholders’ meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December 31, 2025 for the performance of his mandate during that financial year.
| 5. | Acknowledgement and approval of the remuneration report |
Proposed decision: The shareholders’ meeting decides to approve the remuneration report.
| 6. | Approval of all relevant clauses in the Bond Instrument in accordance with Article 7:151 of the CCA |
On December 18, 2025, the Company issued 225 convertible bonds for an aggregate principal amount of EUR 22,500,000 (the “Bonds”) pursuant to a subscription agreement entered into with an entity managed by Heights Capital Management on November 13, 2025, as amended by an amendment and restatement agreement dated December 16, 2025. The Bonds are governed by a bond instrument, as amended on February 2, 2026 (the “Bond Instrument”).
In summary, article 6.8 of the Bond Instrument provides that the Company shall give notice to the holders of the Bonds within five (5) business days following the occurrence of a Relevant Event (which, inter alia, includes the occurrence of a Change of Control). For purposes of the Bond Instrument, a “Change of Control” means the occurrence of an event or series of events whereby one or more persons, acting in concert, acquire control (within the meaning of article 1:14 of the CCA) over the Company.
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Article 7.2 of the Bond Instrument provides that, following the occurrence of a Relevant Event, each holder of Bonds will have the right to require the Company to redeem, in cash, such Bond on the Relevant Event Put Date (as defined in the Bond Instrument) at the relevant Early Redemption Amount. For purposes of the Bond Instrument, “Early Redemption Amount” means in respect of any Bond, the sum of (a) the Make-Whole Premium (as defined in the Bond Instrument); and (b) an amount equal to the greater of: (i) 120 per cent of the principal amount of such Bond outstanding on the Relevant Event Put Date (as defined in the Bond Instrument); and (ii) the relevant Parity Value (as defined in the Bond Instrument) of a Bond.
Proposed decision: The shareholders’ meeting takes note of, approves and ratifies, insofar as required and applicable, in accordance with Article 7:151 of the CCA, article 6.8 and article 7.2 of the Bond Instrument and any other provisions in the Bond Instrument which fall or could be considered to fall within the scope of Article 7:151 of the CCA (relating to the granting of rights to third parties which significantly affect the Company’s assets or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launch of a public takeover bid on the shares of the Company or to a change in the control exercised over it). The shareholders’ meeting also grants a special power of attorney to each director of the Company (each a “Proxy Holder” for purposes of this resolution), each Proxy Holder acting individually and with the right of substitution, to complete the formalities required by Article 7:151 of the CCA with regard to this resolution, including, but not limited to, the execution of all documents and forms required for the publication of this resolution in the Annexes to the Belgian Official Gazette.
| 7. | Reappointment of Robelga SRL (permanently represented by Robert Taub) as director |
Proposed decision: The shareholders’ meeting decides to reappoint Robelga SRL, permanently represented by Robert Taub, as director of the Company until the annual shareholders’ meeting to be held in 2027. The mandate of Robelga SRL will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
| 8. | Reappointment of Jürgen Hambrecht as independent director |
Proposed decision: The shareholders’ meeting decides to reappoint Jürgen Hambrecht as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders’ meeting to be held in 2027. The mandate of Jürgen Hambrecht will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
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| 9. | Reappointment of Kevin Rakin as independent director |
Proposed decision: The shareholders’ meeting decides to reappoint Kevin Rakin as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders’ meeting to be held in 2027. The mandate of Kevin Rakin will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
| 10. | Reappointment of Rita Johnson-Mills as independent director |
Proposed decision: The shareholders’ meeting decides to reappoint Rita Johnson-Mills as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders’ meeting to be held in 2027. The mandate of Rita Johnson-Mills will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
| 11. | Reappointment of Virginia Kirby as independent director |
Proposed decision: The shareholders’ meeting decides to reappoint Virginia Kirby as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders’ meeting to be held in 2027. The mandate of Virginia Kirby will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
| 12. | Appointment of Daniel Wildman as independent director |
Proposed decision: The shareholders’ meeting decides to appoint Daniel Wildman as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders’ meeting to be held in 2027. The mandate of Daniel Wildman will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
| 13. | Reappointment of Pierre Gianello as director |
Proposed decision: The shareholders’ meeting decides to reappoint Pierre Gianello as director of the Company until the annual shareholders’ meeting to be held in 2027. The mandate of Pierre Gianello will be remunerated as provided for the non-executive members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and, as concerns the cash remuneration, as decided by the annual shareholders’ meeting of June 8, 2022.
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Agenda of the extraordinary shareholders’ meeting
| 1. | Acknowledgment and discussion of the special report by the board of directors drawn up in accordance with article 7:199 of the CCA relating to the proposal to renew the authorized capital |
| 2. | Renewal of the authorization to the board of directors to increase the share capital within the framework of the authorized capital |
Proposed decision: The shareholders’ meeting resolves to renew the authorization to the board of directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorization, with an aggregate amount equal to the amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital, and this in accordance with the terms and conditions set forth in the special report of the board of directors prepared in accordance with Article 7:199 of the CCA, as referred to in agenda item 1 of this extraordinary shareholders’ meeting.
Consequently, the shareholders’ meeting resolves to delete the first and second paragraph of Article 7 (“Authorized capital”) of the articles of association of the Company entirely and to replace such first and second paragraph of Article 7 respectively with the following text (whereby (i) the amount referred to between brackets in the first paragraph shall be the amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital, (ii) the date referred to between brackets in the second paragraph shall be the date of the shareholders’ meeting approving the renewed authorized capital, and (iii) the other provisions of Article 7 remain in place and are re-approved):
| a) | text of the first paragraph: “The board of directors is authorized to increase the capital of the company on one or several occasions in accordance with the Code of Companies and Associations by a maximum aggregate amount of EUR [amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital].” |
| b) | text of the second paragraph: “This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian State Gazette of an extract of the minutes of the extraordinary shareholders’ meeting of the company of [date of the shareholders’ meeting approving the renewed authorized capital].” |
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| 3. | Power of attorney to the notary |
Proposed decision: The shareholders’ meeting decides to grant the acting notary, and any other notary of “Berquin Notarissen”, all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law.
Admission formalities and participation in the shareholders’ meetings
In order to attend the shareholders’ meetings on June 10, 2026, the holders of shares, subscription rights and convertible bonds must comply with articles 26 and 27 of the Company’s articles of association and the following formalities.
If the attendance quorum required pursuant to Article 7:153 of the CCA is not met at the extraordinary shareholders’ meeting of June 10, 2026, a second extraordinary shareholders’ meeting will be convened on Thursday, July 9, 2026 at 2:00 p.m. CET, to deliberate and resolve on the agenda items of the extraordinary shareholders’ meeting regardless of the share capital present or represented by the shareholders.
The holders of subscription rights or convertible bonds issued by the Company can, in accordance with Article 7:135 of the CCA only attend the shareholders’ meetings with a consultative vote.
In order to be able to participate in the annual and the extraordinary shareholders’ meetings, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below.
Registration date
The registration date is May 27, 2026 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meetings. The number of securities held by the securities holder on the day of the meetings will not be taken into account.
| - | Holders of registered shares, subscription rights or convertible bonds must be registered in the Company’s share register, subscription rights register or convertible bond register, as the case may be, by midnight (Belgian time) on May 27, 2026. |
| - | Holders of dematerialized shares must deliver, or have delivered, to the Company, at the latest on June 4, 2026 at midnight (Belgian time), a certificate issued by the authorized account holder or by the settlement institution certifying the number of dematerialized shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meetings. This certificate must be sent to the Company by e-mail to shareholders@nyxoah.com. |
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Intention to participate in the meetings
The securities holders must inform the board of directors of the Company by e-mail to shareholders@nyxoah.com no later than June 4, 2026, of their intention to participate in the meetings, indicate the number of securities for which they intend to vote, and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date.
In order to attend the meetings, securities holders and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and their power of representation, at the latest immediately before the start of the meetings.
Voting by proxy or by mail
Shareholders can exercise their voting rights prior to the meetings either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company.
If shareholders vote by proxy, the proxy holder will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions contained in the proxy.
The proxy voting form and the form for voting by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company’s website (https://investors.nyxoah.com/shareholder-information > Shareholders’ Meetings).
If shareholders vote by proxy or by mail, they must, in addition to the above formalities, send by e-mail to shareholders@nyxoah.com a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the Company no later than June 4, 2026.
Note that the proxy voting forms and the forms for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 § 2 of the CCA.
Participation in the virtual shareholders’ meetings
Securities holders wishing to participate remotely, virtually and in real time, to the Company’s annual and extraordinary shareholders’ meetings are required to confirm their participation and communicate their e-mail address to the Company by June 4, 2026 at the latest by e-mail to shareholders@nyxoah.com.
A few days before the shareholders’ meetings, securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company) a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders’ meetings via their computer, tablet or smartphone.
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Just before the start of the shareholders’ meetings, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the case may be enter their user name and password, in order to join the virtual shareholders’ meetings.
Securities holders attending the virtual shareholders’ meetings will have the opportunity to view the live broadcast of the meetings in real time and to ask questions to the directors, as the case may be in writing, during the meetings regarding the items on the agenda.
New agenda items, proposed decisions and right to ask questions
Shareholders holding at least 3% of the capital who wish to request the inclusion of new items on the agenda or to submit proposals for decision must, in addition to the above formalities, establish on the date of their request proof of ownership of the required participation in the capital and send the text of the agenda items and the proposed decisions by e-mail to shareholders@nyxoah.com no later than May 19, 2026. The request must also mention the e-mail address to which the Company will send the confirmation of receipt of the request.
The case being, the revised agenda will be published no later than May 26, 2026.
Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agendas of the annual and the extraordinary shareholders’ meetings, by e-mail to shareholders@nyxoah.com, no later than June 4, 2026. The answers to these questions will be provided during the annual and the extraordinary shareholders’ meetings in accordance with applicable law.
Documentation
All documents concerning the annual and the extraordinary shareholders’ meetings that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company’s website on: https://investors.nyxoah.com/shareholder-information. The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail (shareholders@nyxoah.com). Securities holders may also obtain a hard copy of these documents free of charge by sending an e-mail to shareholders@nyxoah.com.
The aforementioned formalities, as well as the instructions on the Company’s website and on the proxy voting forms and forms for voting by mail must be strictly observed.
Various
Quorum: There is no particular quorum requirement for the deliberation and voting of the decisions proposed in the agenda of the annual shareholders’ meeting.
In accordance with Article 7:153 of the CCA, at least 50% of the share capital must be present or represented for the deliberation and voting on the decisions proposed in item 2 of the agenda of the extraordinary shareholders’ meeting.
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Voting: Each share entitles the holder to one vote.
Majority: In accordance with applicable law, the decisions proposed in the agenda of the annual shareholders’ meeting and the decisions proposed in the agenda of the extraordinary shareholders’ meeting, other than agenda item 2, will be adopted if they are approved by a simple majority of the votes validly cast by the shareholders present or represented at the relevant shareholders’ meeting. In accordance with Article 7:153 of the CCA, the decisions proposed in item 2 of the agenda of the extraordinary shareholders’ meeting will be adopted if they are approved by 75% of the votes validly cast by the shareholders present or represented whereby blank votes and abstentions are not taken into account.
Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company’s shareholders’ meetings.
The processing of such data will be carried out for the purpose of organizing and holding the relevant shareholders’ meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company’s securities holders’ base.
The data include, but are not limited to, the following: identification data, the number and nature of a holder’s securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing.
The processing of such data will be carried out, mutatis mutandis, in accordance with the Company’s privacy notice available on the Company’s website: https://www.nyxoah.com/privacy-notice-nyxoah.
The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled “What rights can you exercise?” of the aforementioned privacy notice.
All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders’ meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at privacy@nyxoah.com.
The board of directors
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Exhibit 99.2
REGULATED INFORMATION
Nyxoah Reports First Quarter 2026 Financial and Operating Results
Strong Genio launch in the U.S. drove 25% sequential quarterly U.S. revenue growth
Continued clarity around HGNS and Genio reimbursement in the U.S.
Mont-Saint-Guibert, Belgium – May 12, 2026, 10:05pm CET / 4:05pm 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), today reported financial and operating results for the first quarter of 2026.
Q1 2026 Financial and Operating Highlights
| · | Financials |
| o | U.S. net revenue first quarter 2026 was €4.3 million (gross revenue was €4.5 million), 25% sequential growth over net revenue fourth quarter 2025 |
| o | Global net revenue first quarter 2026 was €6.4 million (gross revenue was €6.7 million), 13% sequential growth over net revenue fourth quarter 2025 |
| · | Leading U.S. commercial indicators |
| o | 62 new surgeons trained in Q1, bringing the total to 207 surgeons trained |
| o | 34 new accounts activated in Q1, bringing the total to 91 active high-volume accounts |
| o | 241 patients submitted under prior authorization as of March 31st |
| · | U.S. reimbursement landscape – further clarified |
| o | Medicare issued new C-Codes covering Genio and clarified facility and physician payments |
| o | Commercial payers continued reimbursement under existing CPT codes |
| o | 100% prior-authorization approval obtained on reviewed submissions with commercial payers and WISeR program |
| · | As of March 31, 2026, cash, cash equivalents and financial assets amounted to €25.9 million. In the second quarter of 2026, the Company expects to draw €13.8 million from the second tranche of the European Investment Bank loan. |
“Our first quarter revenue results reflect strong execution of our U.S. launch. The 25% sequential quarterly revenue growth was driven by continued strong activity in existing sites, and high growth in new site openings. We continue to see a consistent reimbursement landscape and had a 100% approval rate on closed U.S. prior authorization submissions as of the end of Q1 2026. Reimbursement did not hinder our first quarter results,” commented Olivier Taelman, Nyxoah’s Chief Executive Officer. “Entering our third full quarter of U.S. commercialization, we remain focused on further expanding account activation, treating more patients in active accounts and maintaining operating discipline to deliver sustainable revenue growth in the U.S.”
1
Results for the Three Months Ended March 31, 2026
Revenue
Gross revenue for the first quarter of 2026 was €6.7 million before €0.3 million of deferred revenue mainly related to disposable patches which are delivered over time. Net revenue was €6.4 million, compared to €1.1 million in the first quarter of 2025. The increase in net revenue was primarily driven by the continued expansion of U.S. commercialization activities following FDA approval in August 2025, as well as growth in international markets.
Cost of Goods Sold
Cost of goods sold was €2.7 million for the first quarter of 2026, resulting in a gross profit of €3.6 million and a gross margin of 57%, compared to cost of goods sold of €0.4 million and a gross margin of 62% in the first quarter of 2025. The increase in cost of goods sold was driven by higher volumes associated with the U.S. commercialization. The decrease in gross margin reflects a lower yield, which has been addressed.
Research and Development
For the first quarter of 2026, research and development expenses were €8.8 million, versus €9.0 million for the first quarter of 2025. The decrease in research and development expenses reflects reduced investments in clinical study costs such as DREAM and ACCCESS.
Selling, General and Administrative
For the first quarter of 2026, selling, general and administrative expenses were €15.4 million, versus €12.4 million for the first quarter of 2025. The increase in selling, general and administrative expenses was primarily driven by the continued build-out of the Company’s U.S. commercial organization, including sales, marketing, and market access functions.
Operating Loss
Total operating loss for the first quarter of 2026 was €20.5 million, versus €20.6 million in the first quarter of 2025. The change in operating loss reflects increased net revenue offset by increased commercial investments to support U.S. launch activities, as well as continued investment in research and development.
Cash Position
Cash, cash equivalents and financial assets amounted to approximately €25.9 million at March 31, 2026. In the second quarter of 2026, the Company expects to draw €13.8 million from the second tranche of the European Investment Bank loan.
2
Financial Guidance for the Second Quarter of 2026 and Full Year 2026
| · | The Company expects U.S. net revenue for the second quarter of 2026 to grow sequentially by approximately 25-30% over the first quarter of 2026. |
| · | The Company expects worldwide net revenue for the full year 2026 to be in the range of €36 million to €40 million. |
| · | The Company expects the gross margin for the full year 2026 to be in the range of 60% to 62%. |
| · | The Company expects total operating expenses for the full year 2026 to be in the range of €97 million to €99 million. The Company expects non-GAAP cash operating expenses for the full year 2026 to be in the range of €88 million to €90 million. Non-GAAP cash operating expenses reflect expected total operating expenses less non-cash expenses such as depreciation, amortization, and share-based compensation. |
Conference call and webcast presentation
Company management will host a conference call to discuss financial results on Tuesday, May 12, 2026, beginning at 10:30pm CET / 4:30pm ET.
A webcast of the call will be accessible via the Investor Relations page of the Nyxoah website or through this link: Nyxoah's Q1 2026 Earnings Call Webcast. For those not planning to ask a question of management, the Company recommends listening via the webcast.
If you plan to ask a question, please use the following link: Nyxoah's Q1 2026 Earnings Call Q&A Link. After registering, an email will be sent, including dial-in details and a unique conference call access code required to join the live call. To ensure you are connected prior to the beginning of the call, the Company suggests registering a minimum of 10 minutes before the start of the call.
The archived webcast will be available for replay shortly after the close of the call.
Non-GAAP financial measures
This press release includes non-GAAP (Generally Accepted Accounting Principles) financial measures, including non-GAAP cash operating expenses. Non-GAAP cash operating expenses are calculated by excluding from GAAP certain operating expenses items, including depreciation, amortization, capitalized research and development expenses, impairment losses on intangible assets, and share-based compensation. These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these non-GAAP financial measures as measures of the Company's operating performance and for planning purposes, including the preparation of the Company's annual operating budget and financial projections. The Company believes these measures are useful to investors as supplemental information because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. These non-GAAP financial measures should not be considered alternatives to, or superior to, any other performance measure derived in accordance with GAAP. They should not be construed to imply that the Company's future results will be unaffected by unusual or non-recurring items. The Company's definitions of non-GAAP cash operating expenses are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.
3
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 receipt of 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.
For more information, please visit http://www.nyxoah.com/.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
Forward-looking statements
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company’s or, as appropriate, the Company directors’ or management’s current expectations regarding the Genio system; the potential advantages of the Genio system; Nyxoah’s goals with respect to the 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, future revenue, future operating expenses, future gross margins and strategies. 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. 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 Securities and Exchange Commission (“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.
4
CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS (unaudited) (in thousands)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | € | 6 372 | € | 1 064 | ||||
| Cost of goods sold | (2 734) | (406 | ) | |||||
| Gross profit | € | 3 638 | € | 658 | ||||
| Research and Development Expense | (8 804) | (8 989) | ||||||
| Selling, General and Administrative Expense | (15 374) | (12 392) | ||||||
| Other income | 40 | 84 | ||||||
| Operating loss for the period | € | (20 500) | € | (20 639) | ||||
| Financial income | 6 982 | 2 622 | ||||||
| Financial expense | (2 036) | (4 242) | ||||||
| Loss for the period before taxes | € | (15 554) | € | (22 259) | ||||
| Income taxes | (390 | ) | (125 | ) | ||||
| Loss for the period | € | (15 944) | € | (22 384) | ||||
| Loss attributable to equity holders | € | (15 944) | € | (22 384) | ||||
| Other comprehensive loss | ||||||||
| Items that may be subsequently reclassified to profit or loss (net of tax) | ||||||||
| Currency translation differences | (309 | ) | (2 | ) | ||||
| Total comprehensive loss for the year, net of tax | € | (16 253) | € | (22 386) | ||||
| Loss attributable to equity holders | € | (16 253) | € | (22 386) | ||||
| Basic Loss Per Share (in EUR) | € | (0.369 | ) | € | (0.598 | ) | ||
| Diluted Loss Per Share (in EUR) | € | (0.369 | ) | € | (0.598 | ) | ||
5
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION (unaudited) (in thousands) | ||||||||
| As at | ||||||||
| March 31 2026 | December 31 2025 | |||||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment | 3 930 | 4 052 | ||||||
| Intangible assets | 49 237 | 50 108 | ||||||
| Right of use assets | 2 061 | 1 293 | ||||||
| Deferred tax asset | 11 | 87 | ||||||
| Other long-term receivables | 1 793 | 1 718 | ||||||
| € | 57 032 | € | 57 258 | |||||
| Current assets | ||||||||
| Inventory | 4 348 | 4 660 | ||||||
| Trade receivables | 6 325 | 5 254 | ||||||
| Contract assets | 243 | 261 | ||||||
| Other receivables | 2 645 | 2 209 | ||||||
| Other current assets | 1 071 | 828 | ||||||
| Financial assets | 13 000 | 18 000 | ||||||
| Cash and cash equivalents | 12 934 | 30 001 | ||||||
| € | 40 566 | € | 61 213 | |||||
| Total assets | € | 97 598 | € | 118 471 | ||||
| EQUITY AND LIABILITIES | ||||||||
| Share capital and reserves | ||||||||
| Share capital | 6 511 | 6 505 | ||||||
| Share premium | 337 242 | 335 134 | ||||||
| Share based payment reserve | 13 031 | 12 395 | ||||||
| Other comprehensive income | 815 | 1 124 | ||||||
| Retained loss | (321 728) | (306 029) | ||||||
| Total equity attributable to shareholders | € | 35 871 | € | 49 129 | ||||
| LIABILITIES | ||||||||
| Non-current liabilities | ||||||||
| Financial debt | 17 435 | 17 670 | ||||||
| Lease liability | 1 453 | 637 | ||||||
| Provisions | 1 039 | 1 396 | ||||||
| Deferred tax liability | 34 | - | ||||||
| Contract liability | 709 | 681 | ||||||
| € | 20 670 | € | 20 384 | |||||
| Current liabilities | ||||||||
| Financial debt | 16 471 | 22 990 | ||||||
| Lease liability | 721 | 779 | ||||||
| Trade payables | 12 638 | 13 727 | ||||||
| Current tax liability | 4 355 | 3 939 | ||||||
| Contract liability | 1 120 | 894 | ||||||
| Other liabilities | 5 752 | 6 629 | ||||||
| € | 41 057 | € | 48 958 | |||||
| Total liabilities | € | 61 727 | € | 69 342 | ||||
| Total equity and liabilities | € | 97 598 | € | 118 471 | ||||
6
Non-GAAP Financial Measures
The following tables contain a reconciliation of GAAP operating expenses to non-GAAP cash operating expenses for the three months ended March 31, 2026 and 2025, respectively.
| For the Three Months Ended March 31, | ||||||||
| Unaudited – In thousands | 2026 | 2025 | ||||||
| GAAP R&D Operating Expenses | € | 8,804 | € | 8,989 | ||||
| Depreciation and amortization | (1,276 | ) | (411 | ) | ||||
| Impairment of intangibles | - | - | ||||||
| Share-based compensation | (78 | ) | (310 | ) | ||||
| Capitalized R&D | 159 | 864 | ||||||
| Non-GAAP Cash R&D Operating Expenses | € | 7,609 | € | 9,132 | ||||
| GAAP SG&A Operating Expenses | € | 15,374 | € | 12,392 | ||||
| Depreciation | (440 | ) | (363 | ) | ||||
| Share-based compensation | (803 | ) | (1,665 | ) | ||||
| Non-GAAP Cash SG&A Operating Expenses | € | 14,131 | € | 10,364 | ||||
Contacts:
Nyxoah
John Landry, CFO
IR@nyxoah.com
Rémi Renard
Head of Investor Relations & Corporate Communication
IR@nyxoah.com
7
Exhibit 99.3
INTERIM FINANCIAL REPORT
First quaRter 2026
TABLE OF CONTENTS
| INTERIM FINANCIAL REPORT | 3 | |
| 1. | BUSINESS UPDATE | 3 |
| A. | CLINICAL UPDATE | 3 |
| B. | COMMERCIALIZATION OUTSIDE U.S. | 3 |
| C. | FDA PMA APPROVAL AND US COMMERCIALIZATION | 4 |
| 2. | FINANCIAL HIGHLIGHTS | 4 |
| 3. | 2026 OUTLOOK | 5 |
| 4. | RISK FACTORS | 5 |
| 5. | FORWARD-LOOKING STATEMENTS | 5 |
| Unaudited condensed consolidated interim financial information as at and for the three months ended March 31, 2026 – Interim consolidated statement of financial position | 6 | |
| Unaudited condensed consolidated interim financial information as at and for the three months ended March 31, 2026 - Interim consolidated statements of loss and other comprehensive loss | 7 | |
| Unaudited condensed consolidated interim financial information as at and for the three months ended, March 31 2026 - Interim consolidated statements of changes in equity | 8 | |
| Unaudited condensed consolidated interim financial information as at and for the three months ended March 31, 2026 – Interim consolidated statements of cash flows | 9 | |
| Notes to the unaudited condensed interim consolidated financial information | 10 | |
| 1. | General information | 10 |
| 2. | Material accounting policies | 10 |
| 3. | Critical accounting estimates and assumptions | 11 |
| 4. | Segment reporting | 12 |
| 5. | Fair Value | 12 |
| 6. | Subsidiaries | 13 |
| 7. | Property, Plant and Equipment | 13 |
| 8. | Intangible assets | 14 |
| 9. | Right of use assets and lease liabilities | 14 |
| 10. | Other long-term receivables | 14 |
| 11. | Inventory | 15 |
| 12. | Trade receivables, Contract assets and Other receivables | 15 |
| 13. | Other current assets | 16 |
| 14. | Cash and cash equivalents | 16 |
| 15. | Financial assets | 16 |
| 16. | Share Capital, Share Premium, Reserves | 16 |
| 17. | Share-Based compensation | 18 |
| 18. | Financial Debt | 19 |
| 19. | Provisions | 23 |
| 20. | Trade payables | 23 |
| 21. | Income taxes and deferred taxes | 24 |
| 22. | Other liabilities | 24 |
| 23. | Foreign currency swaps and forwards | 24 |
| 24. | Results of operation | 25 |
| 25. | Employee benefits | 28 |
| 26. | Financial income | 28 |
| 27. | Financial expense | 29 |
| 28. | Earnings/(Loss) Per Share (EPS) | 30 |
| 29. | Other commitments | 30 |
| 30. | Related Party Transactions | 30 |
| 31. | Events after the Balance-Sheet Date | 32 |
| Responsibility statement | 33 | |
2
Interim financial report
First quaRter 2026
| 1. | Business update |
| a. | CLINICAL UPDATE |
DREAM US: IDE PIVOTAL STUDY
Nyxoah initiated its pivotal DREAM IDE trial in the United States in December 2020 to support an application seeking FDA marketing authorization and, ultimately, reimbursement in the U.S. for bilateral hypoglossal nerve stimulation for the treatment of moderate-to-severe obstructive sleep apnea (“OSA”). The DREAM trial is a multicenter, prospective, open-label trial in which patients who undergo implantation of the Genio system will be followed for five years post-implantation to assess the safety and efficacy of the Genio system in patients with moderate-to-severe OSA.
The trial was initially expected to enroll 134 patients who will undergo the implantation procedure with 12-month effectiveness and safety primary endpoints across 18 centers in the United States and six international sites. In April 2022, the FDA approved the Company’s request to reduce the trial’s sample size to 115 patients from 134 after reviewing data from the BETTER SLEEP trial.
The primary safety endpoint is incidence of device-related severe adverse events (“SAEs”) at 12-months post implantation. The co-primary effectiveness endpoints are the percentage of responders with at least a 50% reduction on the apnea-hypopnea index (“AHI”) with hypopneas associated with a 4% oxyhemoglobin desaturation and a remaining AHI with hypopneas associated with a 4% oxyhemoglobin desaturation less than 20, and a 25% reduction on the oxygen desaturation index (“ODI”) between baseline and 12-month visits. Patients with moderate to severe OSA (AHI score between 15 and 65) and aged between 22 and 75 years are eligible for enrolment if they failed, did not tolerate or refused positive airway pressure (“PAP”) treatment. Patients with a body mass index above 32 kg/m2, a complete concentric collapse (“CCC”) observed during a drug induced sleep endoscopy and combined central and mixed AHI above 25% at baseline polysomnography are to be excluded.
On March 19th, 2024, the Company reported the DREAM study met its primary endpoints on an intent-to-treat (ITT) basis, with an Apnea-Hypopnea Index (AHI) responder rate of 63.5% (p=0.002) and an Oxygen Desaturation Index (ODI) responder rate of 71.3% (p<0.001). Additionally, the study demonstrated a median 12-month AHI reduction of 70.8%. There were 11 serious adverse events, or SAEs, in ten subjects resulting in an SAE rate of 8.7%. Out of the 11 SAEs, three were device related and there were three explants. The Company filed the fourth and final module of the modular premarket approval (PMA) application at the end of the second quarter 2024 and received FDA approval on August 8, 2025.
ACCCESS U.S. IDE STUDY SEEKING APPROVAL TO TREAT CCC PATIENTS
In the United States, supported by the BETTER SLEEP study data, the FDA in September 2021 granted Breakthrough Device Designation for the Genio system in order to shorten the approval path to treat CCC patients. Following a series of sprint discussions with the FDA regarding the design of a trial called ACCCESS to assess the safety and efficacy of the Genio system on CCC patients, the FDA approved the Company’s IDE application in July 2022.
In this study, Nyxoah initially intended to implant up to 106 patients across up to 40 implant sites with co-primary efficacy endpoints of AHI responder rate, per the Sher criteria, and ODI responder rate, both assessed at 12 months post-implant. However, in the meantime, as announced on August 11, 2025, the Company closed patient enrolment in this study prior to enrolling all 106 potential patients. The study will continue with the patients already enrolled, with said co-primary endpoints assessed at 12 months post implant and followed for five years. The Company closed enrolment prior to reaching 106 patients as it believes that the patient population already enrolled in the study will provide statistically significant results, which along with the outcomes from prior clinical evidence, will provide meaningful data with respect to the safety and efficacy of using Genio therapy in the patient population suffering from CCC.
| b. | COMMERCIALIZATION OUTSIDE U.S. |
During the first three months of 2026, Nyxoah recognized net revenue of €2.1 million, primarily in Germany, which amounted to €1.2 million. After securing DRG reimbursement in Germany during the first quarter of 2021, Nyxoah built and expanded its German commercial organization to a total of 11 full time employees as of March 31, 2026.
Nyxoah’s commercial strategy is focused on creating a Center of Excellence ecosystem, with a high level of clinical expertise between implanting ENT surgeons and sleep physicians who can provide more treatment options to their large patient pools.
3
The Company has also focused on entering new international markets:
The Company secured DRG reimbursement in Switzerland in 2021 and generated regular revenue ever since.
In Q4 2024, the Company entered the SSDP (Specialised Services Devices Program) with the NHS in the UK and generated its first revenue that same quarter.
In Q1 2025, the Company initiated commercialization in the Middle East region through a distributor agreement and generated its first revenue in Dubai that same quarter. In Q2 2025, the Company generated its first revenue in Kuwait and Abu Dhabi.
In Q4 2025, Nyxoah initiated commercialisation and generated first revenues in the Netherlands.
Nyxoah has also generated revenue in Austria, Spain and Italy and the Company expects to expand into other European countries and Middle East markets, pending feedback on submitted reimbursement dossiers.
| c. | FDA PMA APPROVAL AND US COMMERCIALIZATION |
On August 8, 2025, the U.S. Food and Drug Administration (FDA) approved the Genio system for a subset of patients with moderate to severe OSA with an Apnea-Hypopnea Index (AHI) of greater than or equal to 15 and less than or equal to 65. The Company immediately commenced U.S. commercialization with a phased rollout at early-adopter centres, onboarding sites, shipping initial systems to hospitals/ambulatory surgery centres, and completing surgeon training. During the first three months of 2026, Nyxoah recognized net revenue of €4.3 million from sales in the U.S. As part of the FDA PMA approval, the Company will complete a post-PMA approval clinical study named BREATHE which is expected to enrol 229 patients (with a minimum of 160 evaluable patients).
| 2. | FINANCIAL HIGHLIGHTS |
Revenue was €6.4 million for the three months ending March 31, 2026, compared to €1.1 million for the three months ending March 31, 2025.
Cost of goods sold was €2.7 million for the three months ending March 31, 2026, compared to cost of goods sold of €406,000 for the three months ending March 31, 2025.
Selling, general and administrative expenses increased by €3.0 million or 24.1% from €12.4 million for the three months ended March 31, 2025 to €15.4 million for the three months ended March 31, 2026, due to an increase in costs to support U.S. commercialization of the Genio system following FDA approval in August 2025 and an increase in legal costs related to IP litigation.
Before capitalization of €159,000 for the three months ended March 31, 2026 and €0.9 million for the three months ended March 31, 2025, research and development expenses decreased by €0.9 million or 9.0%, from €9.9 million for the three months ended March 31, 2025, to €9.0 million for the three months ended March 31, 2026. The decrease is mainly due to a decrease in clinical study expenses and in R&D activities. Additionally, following FDA approval in August 2025, the amortization of the related intangible assets commenced leading to an increase in depreciation and amortization expenses.
Nyxoah realized a net positive financial result of €4.9 million for the three months ending March 31, 2026, primarily driven by a €5.7 million gain on the change in fair value of the convertible bond and synthetic warrant liabilities, partially offset by the amortization of the day 1 loss on the convertible bond. This compares to a net negative financial result of €1.6 million for the three months ended March 31, 2025.
Nyxoah realized a net loss of €15.9 million for the three months ending March 31, 2026, compared to a net loss of €22.4 million for the three months ending March 31, 2025.
Cash and cash equivalents
On March 31, 2026, cash and cash equivalents and financial assets totalled €25.9 million, compared to €48.0 million on December 31, 2025. The decrease in cash and financial asset is due to cash used to support operating activities during the quarter.
4
| 3. | 2026 OUTLOOK |
The Company expects to continue ramping up sales primarily in the United States. In markets where we are already present such as Germany, Switzerland, the United Kingdom and the Middle East, and in other select international markets, we strive for further growth subject to the receipt of favourable reimbursement for the Company’s product in those markets.
| 4. | RISK FACTORS |
We refer to the description of risk factors in the Company’s 2025 annual report, pp. 81-101. In summary, the principal risks and uncertainties faced by us relate to our financial situation and need for additional capital, clinical development of our product candidates, commercialization and reimbursement of our product candidates, our dependence on third parties and on key personnel, the markets and countries in which we operate, the manufacturing of our product candidates, legal and regulatory compliance matters, our intellectual property, the outcome of intellectual property litigation, our organization and operations.
| 5. | FORWARD-LOOKING STATEMENTS |
This interim management report contains forward-looking statements. All statements other than present and historical facts and conditions contained in this report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “plan,” “potential,” “predict,” “objective,” “should,” or the negative of these and similar expressions identify forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties, and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Nyxoah’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including Nyxoah’s expectations regarding the inherent uncertainties associated with competitive developments, clinical trial and product development activities, regulatory approval requirements; Nyxoah’s reliance on collaborations with third parties; estimating the commercial potential of Nyxoah’s product candidates; Nyxoah’s ability to obtain and maintain protection of intellectual property for its technologies; the outcome of any intellectual property litigation; Nyxoah’s limited operating history; and Nyxoah’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in Nyxoah’s 2025 annual report. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Nyxoah expressly disclaims any obligation to update any such forward-looking statements in this document, to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by applicable law or regulation.
5
Nyxoah SA
Unaudited
condensed consolidated interim financial information as at and
for the three months ended March 31, 2026 –
Interim consolidated statement of financial position
(unaudited)
(in thousands)
| As at | ||||||||||||
| Notes | March 31 2026 | December 31 2025 | ||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 7 | 3 930 | 4 052 | |||||||||
| Intangible assets | 8 | 49 237 | 50 108 | |||||||||
| Right of use assets | 9 | 2 061 | 1 293 | |||||||||
| Deferred tax asset | 11 | 87 | ||||||||||
| Other long-term receivables | 10 | 1 793 | 1 718 | |||||||||
| € | 57 032 | € | 57 258 | |||||||||
| Current assets | ||||||||||||
| Inventory | 11 | 4 348 | 4 660 | |||||||||
| Trade receivables | 12 | 6 325 | 5 254 | |||||||||
| Contract assets | 12 | 243 | 261 | |||||||||
| Other receivables | 12 | 2 645 | 2 209 | |||||||||
| Other current assets | 13 | 1 071 | 828 | |||||||||
| Financial assets | 15 | 13 000 | 18 000 | |||||||||
| Cash and cash equivalents | 14 | 12 934 | 30 001 | |||||||||
| € | 40 566 | € | 61 213 | |||||||||
| Total assets | € | 97 598 | € | 118 471 | ||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Share capital and reserves | ||||||||||||
| Share capital | 16 | 6 511 | 6 505 | |||||||||
| Share premium | 16 | 337 242 | 335 134 | |||||||||
| Share based payment reserve | 17 | 13 031 | 12 395 | |||||||||
| Other comprehensive income | 16 | 815 | 1 124 | |||||||||
| Retained loss | (321 728 | ) | (306 029 | ) | ||||||||
| Total equity attributable to shareholders | € | 35 871 | € | 49 129 | ||||||||
| LIABILITIES | ||||||||||||
| Non-current liabilities | ||||||||||||
| Financial debt | 18 | 17 435 | 17 670 | |||||||||
| Lease liability | 9 | 1 453 | 637 | |||||||||
| Provisions | 19 | 1 039 | 1 396 | |||||||||
| Deferred tax liability | 34 | – | ||||||||||
| Contract liability | 24 | 709 | 681 | |||||||||
| € | 20 670 | € | 20 384 | |||||||||
| Current liabilities | ||||||||||||
| Financial debt | 18 | 16 471 | 22 990 | |||||||||
| Lease liability | 9 | 721 | 779 | |||||||||
| Trade payables | 20 | 12 638 | 13 727 | |||||||||
| Current tax liability | 21 | 4 355 | 3 939 | |||||||||
| Contract liability | 24 | 1 120 | 894 | |||||||||
| Other liabilities | 22 | 5 752 | 6 629 | |||||||||
| € | 41 057 | € | 48 958 | |||||||||
| Total liabilities | € | 61 727 | € | 69 342 | ||||||||
| Total equity and liabilities | € | 97 598 | € | 118 471 | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
NYXOAH SA
Unaudited
condensed consolidated interim financial information as at and
for the three months ended March 31, 2026 -
Interim consolidated statements of loss and other comprehensive loss
(unaudited)
(in thousands)
| For the three months ended March 31 | ||||||||||||
| Notes | 2026 | 2025 | ||||||||||
| Revenue | 24 | € | 6 372 | € | 1 064 | |||||||
| Cost of goods sold | 24 | (2 734 | ) | (406 | ) | |||||||
| Gross profit | € | 3 638 | € | 658 | ||||||||
| Research and Development Expense | 24 | (8 804 | ) | (8 989 | ) | |||||||
| Selling, General and Administrative Expense | 24 | (15 374 | ) | (12 392 | ) | |||||||
| Other income | 24 | 40 | 84 | |||||||||
| Operating loss for the period | € | (20 500 | ) | € | (20 639 | ) | ||||||
| Financial income | 26 | 6 982 | 2 622 | |||||||||
| Financial expense | 27 | (2 036 | ) | (4 242 | ) | |||||||
| Loss for the period before taxes | € | (15 554 | ) | € | (22 259 | ) | ||||||
| Income taxes | 21 | (390 | ) | (125 | ) | |||||||
| Loss for the period | € | (15 944 | ) | € | (22 384 | ) | ||||||
| Loss attributable to equity holders | € | (15 944 | ) | € | (22 384 | ) | ||||||
| Other comprehensive loss | ||||||||||||
| Items that may be subsequently reclassified to profit or loss (net of tax) | ||||||||||||
| Currency translation differences | (309 | ) | (2 | ) | ||||||||
| Total comprehensive loss for the year, net of tax | € | (16 253 | ) | € | (22 386 | ) | ||||||
| Loss attributable to equity holders | € | (16 253 | ) | € | (22 386 | ) | ||||||
| Basic Loss Per Share (in EUR) | 28 | € | (0.369 | ) | € | (0.598 | ) | |||||
| Diluted Loss Per Share (in EUR) | 28 | € | (0.369 | ) | € | (0.598 | ) | |||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
7
NYXOAH SA
Unaudited
condensed consolidated interim financial information as at and
for the three months ended, March 31 2026 -
Interim consolidated statements of changes in equity
(unaudited)
(in thousands)
| Attributable to owners of the parent | ||||||||||||||||||||||||
| Common shares | Share premium | Share based payment reserve | Other comprehensive income | Retained loss | Total | |||||||||||||||||||
| Balance at January 1, 2026 | € | 6 505 | € | 335 134 | € | 12 395 | € | 1 124 | € | (306 029 | ) | € | 49 129 | |||||||||||
| Loss for the period | – | – | – | – | (15 944 | ) | (15 944 | ) | ||||||||||||||||
| Other comprehensive income/(loss) for the period | – | – | – | (309 | ) | – | (309 | ) | ||||||||||||||||
| Total comprehensive loss for the period | – | – | – | € | (309 | ) | € | (15 944 | ) | € | (16 253 | ) | ||||||||||||
| Equity-settled share-based payments | ||||||||||||||||||||||||
| Granted during the period | – | – | 881 | – | – | 881 | ||||||||||||||||||
| Expired during the period | – | – | (245 | ) | – | 245 | – | |||||||||||||||||
| Issuance of shares on conversion of convertible debt | 6 | 2 153 | – | – | – | 2 159 | ||||||||||||||||||
| Transaction cost | – | (45 | ) | – | – | – | (45 | ) | ||||||||||||||||
| Total transactions with owners of the company recognized directly in equity | € | 6 | € | 2 108 | € | 636 | – | € | 245 | € | 2 995 | |||||||||||||
| Balance at March 31, 2026 | € | 6 511 | € | 337 242 | € | 13 031 | € | 815 | € | (321 728 | ) | € | 35 871 | |||||||||||
| Attributable to owners of the parent | ||||||||||||||||||||||||
| Common shares | Share premium | Share based payment reserve | Other comprehensive income | Retained loss | Total | |||||||||||||||||||
| Balance at January 1, 2025 | € | 6 430 | € | 314 345 | € | 9 300 | € | 914 | € | (217 735 | ) | € | 113 254 | |||||||||||
| Loss for the period | – | – | – | – | (22 384 | ) | (22 384 | ) | ||||||||||||||||
| Other comprehensive income/(loss) for the period | – | – | – | (2 | ) | – | (2 | ) | ||||||||||||||||
| Total comprehensive loss for the period | – | – | – | € | (2 | ) | € | (22 384 | ) | € | (22 386 | ) | ||||||||||||
| Equity-settled share-based payments | ||||||||||||||||||||||||
| Granted during the period | – | – | 1 975 | – | – | 1 975 | ||||||||||||||||||
| Expired during the period | – | – | (19 | ) | – | 19 | – | |||||||||||||||||
| Total transactions with owners of the company recognized directly in equity | – | – | € | 1 956 | – | € | 19 | € | 1 975 | |||||||||||||||
| Balance at March 31, 2025 | € | 6 430 | € | 314 345 | € | 11 256 | € | 912 | € | (240 100 | ) | € | 92 843 | |||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
8
Nyxoah SA
Unaudited
condensed consolidated interim financial information as at and
for the three months ended March 31, 2026 –
Interim consolidated statements of cash flows
(unaudited)
(in thousands)
| For the three months ended March 31 | ||||||||||||
| Notes | 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Loss before tax for the period | € | (15 554 | ) | € | (22 259 | ) | ||||||
| Adjustments for | ||||||||||||
| Finance income | (6 982 | ) | (2 622 | ) | ||||||||
| Finance expenses | 2 036 | 4 242 | ||||||||||
| Depreciation and impairment of property, plant and equipment and right-of-use assets | 7, 9 | 691 | 537 | |||||||||
| Amortization of intangible assets | 8 | 1 025 | 237 | |||||||||
| Share-based payment transaction expense | 17 | 881 | 1 975 | |||||||||
| Decrease in provisions | (355 | ) | (452 | ) | ||||||||
| Other non-cash items | (263 | ) | (295 | ) | ||||||||
| Cash used before changes in working capital | € | (18 521 | ) | € | (18 637 | ) | ||||||
| (Increase)/Decrease in inventory | 11 | 312 | (264 | ) | ||||||||
| (Increase)/Decrease in trade and other receivables | 12 | (1 434 | ) | 1 451 | ||||||||
| Decrease in trade and other liabilities | 20,22 | (1 811 | ) | (981 | ) | |||||||
| Cash used from changes in operations | € | (21 454 | ) | € | (18 431 | ) | ||||||
| Income tax paid | (101 | ) | (92 | ) | ||||||||
| Net cash used in operating activities | € | (21 555 | ) | € | (18 523 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Purchases of property, plant and equipment | 7 | (725 | ) | (210 | ) | |||||||
| Disposal of property, plant and equipment | 7 | 452 | – | |||||||||
| Capitalization of intangible assets | 8 | (158 | ) | (864 | ) | |||||||
| Purchase of financial assets - current | 15 | – | (5 739) | |||||||||
| Proceeds from sale of financial assets - current | 15 | 5 000 | 14 948 | |||||||||
| Interest income on financial assets | 35 | (5 | ) | |||||||||
| Net cash generated in investing activities | € | 4 604 | € | 8 130 | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Payment of principal portion of lease liabilities | 9 | (300 | ) | (308 | ) | |||||||
| Interests paid | (32 | ) | (296 | ) | ||||||||
| Transaction costs of share issuance | 16 | (45 | ) | – | ||||||||
| Other financial costs | (23 | ) | (126 | ) | ||||||||
| Net cash used in financing activities | € | (400 | ) | € | (730 | ) | ||||||
| Movement in cash and cash equivalents | € | (17 351 | ) | € | (11 123 | ) | ||||||
| Effect of exchange rates on cash and cash equivalents | 284 | (669 | ) | |||||||||
| Cash and cash equivalents at January 1 | 14 | € | 30 001 | € | 34 186 | |||||||
| Cash and cash equivalents at March 31 | 14 | € | 12 934 | € | 22 394 | |||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
9
Nyxoah SA
Notes to the unaudited condensed interim consolidated financial information
| 1. | General information |
Nyxoah SA (the “Company”) is a public listed company with limited liability (naamloze vennootschap/société anonyme) incorporated and operating under the laws of Belgium and is domiciled in Belgium. The Company is registered with the legal entities register (Brabant Walloon) under enterprise number 0817.149.675. The Company’s registered office is in Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium.
The Company is a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea, or OSA. Obstructive sleep apnea is the world’s most common sleep disordered breathing condition. OSA occurs when the throat and tongue muscles and soft tissues relax and collapse. It makes a person stop breathing during sleep, while the airway repeatedly becomes partially (hypopnea) or completely (apnea) blocked, limiting the amount of air that reaches the lungs. During an episode of apnea or hypopnea, the patient’s oxygen level drops, which leads to sleep interruptions.
Our lead solution is the Genio system, a CE-Marked, patient-centric, minimally invasive, next generation hypoglossal neurostimulations therapy for OSA. OSA is the world’s most common sleep disordered breathing condition and is associated with increased mortality risk and comorbidities including cardiovascular diseases, depression and stroke.
The Genio system is the first neurostimulation system for the treatment of OSA to include a battery-free and leadless neurostimulator capable of delivering bilateral hypoglossal nerve stimulation to keep the upper airway open. The product is intended to be used as a second-line therapy to treat moderate to severe OSA patients who have either not tolerated, failed or refused conventional therapy, including Continuous Positive Airway Pressure, or CPAP, which, despite its proven efficacy, is associated with many limitations, meaning compliance is a serious challenge. In addition, other second-line treatments are more suitable to treat mild to moderate OSA (such as oral devices) or highly invasive. Compared to other hypoglossal nerve stimulation technologies for the treatment of OSA, the Genio system is a disruptive, differentiating technology that targets a clear unmet medical need thanks to its minimally invasive and quick implantation technique, its external battery and its ability to stimulate the two branches of the hypoglossal nerve.
Nyxoah SA has four wholly owned subsidiaries: Nyxoah Ltd, a subsidiary of the Company since October 21, 2009 (located in Israel and incorporated on January 10, 2008 under the name M.L.G. Madaf G. Ltd), Nyxoah Pty Ltd since February 1, 2017 (located in Australia) and Nyxoah Inc. since May 14, 2020 (located in the USA) and Nyxoah GmbH since July 26, 2023 (located in Germany).
The interim condensed consolidated financial statements of Nyxoah SA and its subsidiaries (collectively, the Group) as of March 31, 2026 and for the three months ended March 31, 2026, have been authorized for issue on May 12, 2026 by the Board of Directors of the Company.
| 2. | Material accounting policies |
Basis of Preparation of the interim condensed consolidated financial statements
The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting (“IFRS”), as issued by the International Accounting Standards Board (IASB). They do not include all the information required for complete annual financial statements and should be read in conjunction with the Company’s last annual consolidated financial statements as at and for the year ended December 31, 2025.
Except for the application of standards, interpretations and amendments being mandatory as of January 1, 2026, the accounting policies used for the preparation of the interim condensed consolidated financial statements are consistent with those used for the preparation of the Company’s annual consolidated financial statements as of and for the year ended December 31, 2025.
The consolidated financial statements are presented in Euros (€) and all values are rounded to the nearest thousands, except when otherwise indicated (e.g. € million).
The preparation of the interim condensed consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, are areas where assumptions and estimates are significant to the consolidated financial statements. The critical accounting estimates used in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements as of and for the year ended December 31, 2025.
10
Going concern principle
The Company has operated with deficits and sustained negative cash flows since its inception as a result of the significant research and development expenses incurred for the development and regulatory approval of the Genio device. As at March 31, 2026, the Company’s statement of financial position includes an accumulated loss of €322 million and total assets of €98 million. Current assets as of December 31, 2025 total €41 million, comprising €12.9 million in available cash and cash equivalents, and €13.0 million in marketable securities, primarily derived from previous public offerings.
The Company expects to continue to incur operating losses and generate negative cash flows from operating activities, primarily due to continued investments supporting the U.S. commercial launch and the completion of its clinical trials, which are expected to be only partially offset by the Company’s revenue generating activities. U.S. revenue generation began in the third quarter of 2025, following FDA marketing approval of the Genio system on August 8, 2025, which enabled the commercial launch in the United States. In November 2025, the Company raised additional capital via a €22 million equity raise and a €45 million convertible bond financing, of which the first tranche of €22.5 million was received.
The second tranche of €22.5 million is expected to be available between July 18, 2026 and August 18, 2026 subject to certain conditions (see also note 18.3). To meet the Company’s future capital needs, management will continue to explore additional financing options, including the public or private issuance of equity and debt financing, as well as other funding alternatives. Additional funds remain pivotal to support the commercialization of the Genio product in the U.S. and the ongoing progression of research and development projects.
The Company also has a credit facility with the European Investment Bank for which the second tranche (which becomes available upon the achievement of a revenue milestone which the Company expects to meet in the first half of 2026) is expected to extend the Company’s cash runway into the third quarter of 2026 (see note 18.2). In addition, if the conditions are met to draw down the second tranche of the convertible bonds, the Company’s cash runway is expected to be further extended by two quarters, into the first quarter of 2027. This raises significant doubt in respect of going concern as the current funds are not sufficient to cover a period of 12 months as from the date these financials are authorized for issuance.
Notwithstanding the above, the Board of Directors has decided that the application of the valuation rules in the assumption of a “going concern” is justified. The consolidated financial statements have therefore been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company confirms that despite the conflict between Israel and Iran, operations are continuing with no major impact and the assets are currently safeguarded. The Company is not suffering impact of this conflict.
The Company continues to monitor potential impacts from the U.S. political environment (“Liberation Day Trump”). The estimated effects have been reflected, there was no material impact on operations or financial results in Q1 2026.
New and amended standards and interpretations applicable
Effective for the annual periods beginning on January 1, 2026
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The following amendment applies for the first time in 2026, but does not have an impact on the interim condensed consolidated financial statements of the Company:
| - | Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments |
| - | Annual Improvements – Volume 11 |
| 3. | Critical accounting estimates and assumptions |
The preparation of interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that may significantly affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period.
11
Refer to the disclosure note 5.5.2 from the Group’s 2025 year-end consolidated financial statements for further details about the main critical accounting estimates and assumptions.
| 4. | Segment reporting |
Based on the organizational structure, as well as the nature of financial information available and reviewed by the Company’s chief operating decision makers to assess performance and make decisions about resource allocations, the Company has concluded that its total operations represent one reportable segment. The chief operating decision maker is the CEO.
| 5. | Fair Value |
The carrying amount of cash and cash equivalents, trade receivables, other receivables, financial assets and other current assets approximate their value due to their short-term character.
The carrying value of current liabilities approximates their fair value due to the short-term character of these instruments. The fair value of the financial debt is evaluated based on their interest rates and maturity date. These instruments have fixed interest rates and their fair value measurements are subject to changes in interest rates. The fair value measurement is classified as level 3. The sensitivity on the fair value measurements of the recoverable cash advances are further detailed in note 18.
The derivative financial assets which consist of foreign currency swaps and forwards are measured at fair value through profit and loss. Fair value is determined by the financial institution and is based on foreign currency swap rates and the maturity of the instrument. Refer to note 23.
The prepayment option related to the loan facility agreement with the European Investment Bank (“EIB”) is measured at fair value through profit and loss (see note 18.2).
The synthetic warrants, in connection with the loan facility agreement with the EIB, are measured at fair value through profit and loss (see note 18.2). The fair value is determined using a binomial tree with 240 monthly periods (20 years) and the following key unobservable input:
| · | Volatility of 66.342%, estimated based on the median of the annualized 90-day standard deviation of daily volatility of Nasdaq stock prices over the period from April 2022 to March 2026. |
A 5% increase in volatility would result in an increase in fair value by €37,000, while a 5% decrease in volatility would result in a decrease in fair value by €42,000.
The convertible bonds are measured at fair value through profit and loss (see note 18.3). The fair value is determined using the Longstaff-Schwartz Monte Carlo valuation model. We refer to note 18.3 for the overview of the key assumptions. A 5% increase in volatility would result in an increase in fair value by €302,000, while a 5% decrease in volatility would result in a decrease in fair value by €243,000. A 1% increase in credit spread would result in a decrease in fair value by €211,000, while a 1% decrease in credit spread would result in an increase in fair value by € 215,000.
There were no changes in the Group’s valuation processes, valuation techniques, and types of inputs used in the fair value measurements during the period.. There were no transfers between level 1 and level 2 fair value measurements during the period and no transfers into or out of level 3 fair value measurements.
12
| Carrying value | Fair value | |||||||||||||||
| (in EUR 000) | As at March 31, 2026 | As at December 31, 2025 | As at March 31, 2026 | As at December 31, 2025 | ||||||||||||
| Financial Assets | ||||||||||||||||
| Other long-term receivables (level 3) | 504 | 394 | 504 | 394 | ||||||||||||
| Prepayment option (level 3) | 44 | 91 | 44 | 91 | ||||||||||||
| Trade and other receivables (level 3) | 7 400 | 6 184 | 7 400 | 6 184 | ||||||||||||
| Foreign currency swaps (level 2) | 124 | 4 | 124 | 4 | ||||||||||||
| Other current assets (level 3) | 243 | 165 | 243 | 165 | ||||||||||||
| Cash and cash equivalents (level 1) | 12 934 | 30 001 | 12 934 | 30 001 | ||||||||||||
| Financial assets (level 1) | 13 000 | 18 000 | 13 000 | 18 000 | ||||||||||||
| Carrying value | Fair value | |||||||||||||||
| (in EUR 000) | As at March 31, 2026 | As at December 31, 2025 | As at March 31, 2026 | As at December 31, 2025 | ||||||||||||
| Financial liabilities | ||||||||||||||||
| Loan facility agreement (level 3) | 7 912 | 7 793 | 8 283 | 8 165 | ||||||||||||
| Synthetic warrants (level 3) | 1 004 | 1 601 | 1 004 | 1 601 | ||||||||||||
| Recoverable cash advances (level 3) | 8 854 | 8 609 | 8 854 | 8 609 | ||||||||||||
| Convertible bonds (level 3) | 16 136 | 22 657 | 23 988 | 31 243 | ||||||||||||
| Trade and other liabilities (level 1 and 3) | 14 738 | 15 578 | 14 738 | 15 578 | ||||||||||||
| 6. | Subsidiaries |
For all periods that are mentioned in this report, the Company owns 100% of the shares of Nyxoah LTD, an Israeli company located in Tel-Aviv that was incorporated in 2009 and has a share capital of NIS 1.00.
The Company also owns 100% of the shares of Nyxoah PTY LTD, an Australian Company located in Collingwood that was incorporated in 2017 and has a share capital of AUD 100.
The Company also owns 100% of the shares of Nyxoah Inc, an US-based company located in Delaware that was incorporated in May 2020 and has a share capital of USD 1.00.
The Company also owns 100% of the shares of Nyxoah GmbH, a German company located in Eschborn that was acquired in July 2023 and has a share capital of €25,000.
| 7. | Property, Plant and Equipment |
The total acquisitions for the three months ended March 31, 2026 amount to €273,000 (2025: €210,000).
The main part of the acquisitions for the three months ended March 31, 2026 relate to leasehold improvements under construction. The leasehold improvements under construction relate to a new lease agreement that the Company entered into per January 1, 2026 for the setup of a new manufacturing line and cleanroom area in Belgium. The Company initially funds 100% of the cleanroom project costs, however, at the point of capitalization, 80% of the cleanroom project costs are recognised as unbilled receivable to reflect the contractual obligation of the lessor to fund 80% of the construction costs.
The depreciation charge amounts to €402,000 in 2026 and to €229,000 in 2025 for the three months ended March 31.
13
| 8. | Intangible assets |
| (in EUR 000) | Development cost | Patents and licenses | Total | |||||||||
| Cost | ||||||||||||
| Opening value at January 1, 2025 | 53 410 | 591 | 54 001 | |||||||||
| Additions | 837 | – | 837 | |||||||||
| Other movements | (4 | ) | – | (4 | ) | |||||||
| Cost at March 31, 2025 | 54 243 | 591 | 54 834 | |||||||||
| Opening value at January 1, 2026 | 55 367 | 591 | 55 958 | |||||||||
| Additions | 154 | – | 154 | |||||||||
| Cost at March 31, 2026 | 55 521 | 591 | 56 112 | |||||||||
| Amortization | ||||||||||||
| Opening amortization at January 1, 2025 | (3 452) | (168 | ) | (3 620) | ||||||||
| Amortization | (226 | ) | (11 | ) | (237 | ) | ||||||
| Amortization at March 31, 2025 | (3 678 | ) | (179 | ) | (3 857 | ) | ||||||
| Opening amortization at January 1, 2026 | (5 639 | ) | (211 | ) | (5 850 | ) | ||||||
| Amortization | (1 015 | ) | (10 | ) | (1 025 | ) | ||||||
| Amortization at March 31, 2026 | (6 654 | ) | (221 | ) | (6 875 | ) | ||||||
| Net book value at March 31, 2025 | 50 565 | 412 | 50 977 | |||||||||
| Net book value at March 31, 2026 | 48 867 | 370 | 49 237 | |||||||||
The Company develops the Genio system. The Company started amortizing the first-generation Genio system in 2021. Following the FDA approval for the Genio system on August 8, 2025, the amortization of the related intangible assets commenced in Q3 2025. Total amortization amounted to €1.0 million for the three months ended March 31, 2026 (2025: €226,000) and is included in research and development expense.
The Company continues to incur in 2026 development expenses with regard to the improved second-generation Genio system and clinical trials to obtain additional regulatory approvals in certain countries or to be able to sell the Genio System in certain countries. The total capitalized development expenses amounted to €154,000 and €0.8 million for the three months ended March 31, 2026, and 2025, respectively. The development of the ongoing R&D projects is expected to be finalized in 2026.
| 9. | Right of use assets and lease liabilities |
For the three months ended March 31, 2026, the Company entered into new lease agreements for a total of €1.0 million (2025: €34,000). The main part of the addition is related to a new lease agreement for a building to set up a new manufacturing line and cleanroom area in Belgium.
The repayments of lease liabilities amounted to €300,000 (2025: €308,000). The depreciations on the right of use assets amounted to €289,000 and €308,000 for the three months ended March 31, 2026, and 2025, respectively.
| 10. | Other long-term receivables |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| R&D tax incentive | 1 245 | 1 233 | ||||||
| Prepayment option | 44 | 91 | ||||||
| Cash guarantees | 504 | 394 | ||||||
| Total other long term receivables | 1 793 | 1 718 | ||||||
The other long-term receivables mainly consist of cash guarantees for an amount of €0.5 million (2025: €394,000), a prepayment option valued at €44,000 (2025: €91,000) and an R&D tax incentive in Belgium for an amount of €1.2 million (2025: €1.2 million) related to certain development activities and clinical trials. The Company recognizes the research and development incentive as a long-term receivable and as a deduction from the carrying amount of the (in)tangible asset.
14
For further details regarding the prepayment option, refer to note 18.2
The R&D tax incentive recorded as at March 31, 2026 relates to investments both on tangible and intangible assets for the years 2022 until 2026. The incentives are expected to be received 5 years after the investments are made. However, following the Law of May 12, 2024 (Belgian Gazette May 29, 2024), the Belgian R&D tax credit regime has been amended. As of 2024, the R&D tax incentive will be refunded after 4 years instead of 5 years. We refer to note 24.
| 11. | Inventory |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Raw materials | 1 224 | 1 315 | ||||||
| Work in progress | 1 238 | 1 851 | ||||||
| Finished goods | 1 886 | 1 494 | ||||||
| Total Inventory | 4 348 | 4 660 | ||||||
The decrease in inventory is mainly due to a decrease in raw materials and work in progress and offset by increase in finished goods.
| 12. | Trade receivables, Contract assets and Other receivables |
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Trade receivables | 6 325 | 5 254 | ||||||
| Contract assets | 743 | 764 | ||||||
| Allowance for expected credit loss | (500 | ) | (503 | ) | ||||
| Advance payments | 506 | 307 | ||||||
| R&D incentive receivable (Australia) | 139 | 111 | ||||||
| VAT receivable | 695 | 614 | ||||||
| Current tax receivable | 854 | 811 | ||||||
| Foreign currency swaps and forwards | 124 | 4 | ||||||
| Other | 326 | 362 | ||||||
| Total trade receivables, contract assets and other receivables | 9 212 | 7 724 | ||||||
The increase of €1.5 million in trade receivables, contract assets and other receivables is mainly due to an increase in trade receivables by €1.1 million, an increase in advance payments of €199,000 and an increase in foreign currency swaps of €120,000. The increase in trade receivables is the result of an increase in quarter over quarter revenue.
The Company can include unbilled receivables in its accounts receivable balance. Generally, these receivables represent earned revenue from products delivered to customers, which will be billed in the next billing cycle. All amounts are considered collectible and billable. As at December 31, 2025 and March 31, 2026, there were no unbilled receivables included in the trade receivables.
R&D incentive receivables relates to incentives received in Australia as support to the clinical trials and the development of the Genio system.
We refer to note 23 for more details on the foreign currency swaps and forwards.
15
| 13. | Other current assets |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Deferred charges | 829 | 663 | ||||||
| Accrued income | 242 | 165 | ||||||
| Total other current assets | 1 071 | 828 | ||||||
| 14. | Cash and cash equivalents |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Short term deposit | 4 884 | 22 131 | ||||||
| Current accounts | 8 050 | 7 870 | ||||||
| Total cash and cash equivalents | 12 934 | 30 001 | ||||||
Cash and cash equivalents decreased to €12.9 million as at March 31, 2026, compared to €30.0 million as at December 31, 2025 which is mainly due to a decrease of short term deposits by €17.2 million. The short term deposits relate to term accounts with an initial maturity of 3 months or less, measured at amortized costs.
| 15. | Financial assets |
Current financial assets relate to term accounts with an initial maturity longer than 3 months but less than 12 months measured at amortized costs.
As per March 31, 2026 the current financial assets amounts to €13.0 million and consists of EUR current financial assets. As at December 31, 2025 the current financial assets amounts to €18.0 million and also consists of EUR current financial assets. During the period ended as at March 31, 2026, €5.0 million reached maturity and is subsequently held as cash.
| 16. | Share Capital, Share Premium, Reserves |
| 16.1. | Share capital and share premium |
The number of shares and the par value in the paragraph below take into account resolutions adopted by the shareholders’ meeting of February 21, 2020. All existing preferred shares were converted into common shares, and then a share split of 500:1 was approved by the shareholders’ meeting. The tables and comments below reflect the number of shares after the share split of 500:1 as of January 1, 2020.
As part of the IPO on September 21, 2020, the Company incurred direct-attributable transaction costs of €6.5 million which have been deducted from the share premium.
As part of the IPO on July 7, 2021, the Company incurred direct-attributable transaction costs of €7.6 million which have been deducted from the share premium.
As of March 31, 2026, the share capital of the Company amounts to €6.5 million represented by 43 662 403 shares, and the share premium amounts to €356.7 million (before deduction of the transaction costs).
16
Evolution of the share capital and share premium over the three months ended March 31, 2026 and 2025:
| (Number of shares except otherwise stated) | Common shares | Total of shares | Share capital per share | Share capital (in EUR 000) | Share premium (in EUR 000) | |||||||||||||||
| January 1, 2025 | 37 427 265 | 37 427 265 | 0.00 | 6 430 | 332 579 | |||||||||||||||
| March 31, 2025 | 37 427 265 | 37 427 265 | 0.00 | 6 430 | 332 579 | |||||||||||||||
| May 12, 2025 - Exercise warrants | 2 000 | 2 000 | 0.17 | – | 10 | |||||||||||||||
| June 13, 2025 - Exercise warrants | 6 375 | 6 375 | 0.17 | 1 | 33 | |||||||||||||||
| July 8, 2025 - Exercise warrants | 5 500 | 5 500 | 0.17 | 1 | 29 | |||||||||||||||
| September 26, 2025 - Exercise RSU warrants | 103 642 | 103 642 | 0.17 | 18 | – | |||||||||||||||
| November 18, 2025 - Capital increase in cash | 5 189 428 | 5 189 428 | 0.01 | 52 | 20 706 | |||||||||||||||
| November 20, 2025 - Capital increase in cash | 292 250 | 292 250 | 0.01 | 3 | 1 166 | |||||||||||||||
| December 31, 2025 | 43 026 460 | 43 026 460 | 6 505 | 354 523 | ||||||||||||||||
| March 2, 2026 - Issuance of shares on conversion of convertible debt | 635 943 | 635 943 | 0.01 | 6 | 2 153 | |||||||||||||||
| March 31, 2026 | 43 662 403 | 43 662 403 | 6 511 | 356 676 | ||||||||||||||||
On May 12, 2025, pursuant to the exercise of warrants, the Company issued 2,000 new shares for an aggregate capital increase of €10,000 (including share premium).
On June 13, 2025, pursuant to the exercise of warrants, the Company issued 6,375 new shares for an aggregate capital increase of €34,000 (including share premium).
On July 8, 2025, pursuant to the exercise of warrants, the Company issued 5,500 new shares for an aggregate capital increase of €30,000 (including share premium).
On September 26, 2025, pursuant to the exercise of RSU warrants, the Company issued 103,642 new shares for an aggregate capital increase of €18,000 (no share premium).
On November 18, 2025, the Company issued 5,189,428 new shares for an aggregate capital increase of €20.8 million (including share premium). All shares were subscribed to in EUR at a share price of €4 per share.
On November 20, 2025, the Company issued 292,250 new shares for an aggregate capital increase of €1.2 million (including share premium). All shares were subscribed to in EUR at a share price of €4 per share.
As part of above capital increases, the Company incurred direct-attributable transaction costs of €1.2 million which have been deducted from the share premium. The proceeds from the capital increase net of transaction costs amounted to €21.9 million.
On March 2, 2026, pursuant to the conversion of convertible debt, the Company issued 635,943 new shares for an aggregate capital increase of €2.2 million (including share premium).
As part of above capital increase, the Company incurred direct-attributable transaction costs of €45,000 which have been deducted from the share premium. The proceeds from the capital increase net of transaction costs amounted to €2.1 million.
| 16.2. | Reserves |
The reserves include the share-based payment reserve (see note 17), other comprehensive income and the retained loss. Retained loss is comprised of primarily accumulated losses, other comprehensive income is comprised of currency translation reserves and remeasurements of post-employment benefit obligations.
17
The movement in other comprehensive income for the three months ended March 31, 2026 and 2025 is detailed in the table below:
| (in EUR 000) | Currency translation reserve | Post- employment benefit obligations | Total | |||||||||
| Opening value at January 1, 2025 | 820 | 94 | 914 | |||||||||
| Items that may be subsequently reclassified to profit or loss (net of tax) | ||||||||||||
| Currency translation differences | (2 | ) | – | (2 | ) | |||||||
| Total other comprehensive income at March 31, 2025 | 818 | 94 | 912 | |||||||||
| Opening value at January 1, 2026 | 1 048 | 76 | 1 124 | |||||||||
| Items that may be subsequently reclassified to profit or loss (net of tax) | ||||||||||||
| Currency translation differences | (309 | ) | – | (309 | ) | |||||||
| Total other comprehensive income at March 31, 2026 | 739 | 76 | 815 | |||||||||
| 17. | Share-Based compensation |
Equity-settled share-based payment transactions – warrant plans
As of March 31, 2026, the Company has five outstanding equity-settled share-based incentive plans, including (i) the 2021 warrants plan (the 2021 Plan), (ii) the 2022 warrants plan (the 2022 plan), (iii) the 2024 warrants plan (the 2024 plan), (iv) the 2025 warrants plan (the 2025 plan) and (v) the 2025-2 warrants plan (the 2025-2 plan).
| Number of shares (after share split) warrants give right to across all plans | 2026 | 2025 | ||||||
| Outstanding at January 1 | 3 207 819 | 2 258 319 | ||||||
| Granted | 230 000 | 625 374 | ||||||
| Forfeited | (19 750 | ) | (4 250 | ) | ||||
| Expired | (50 500 | ) | (3 250 | ) | ||||
| Outstanding as at March 31 | 3 367 569 | 2 876 193 | ||||||
| Exercisable as at March 31 | 2 126 554 | 1 739 848 |
The following warrants were granted during 2025:
| - | On February 1, 2025, 346,431 warrants were granted from the 2024 plan | |
| - | On February 1, 2025, 233,943 warrants were granted from the 2025 plan | |
| - | On March 14, 2025, 45,000 warrants were granted from the 2025 plan |
18
On January 18, 2026, 230,000 warrants were granted from the 2025-2 plan.
The table below provides the input to the Black-Scholes model for warrants granted in 2026.
| 2025-2 Plan (grant Jan 18 2026) | ||||
| Return Dividend | 0 | % | ||
| Expected volatility | 65.03 | % | ||
| Risk-free interest rate | 2.38 | % | ||
| Expected life | 3 | |||
| Exercise price | 4.35 | |||
| Stock price | 4.35 | |||
| Fair value | 2.01 | |||
Equity-settled share-based payment transactions – Restricted Stock Units (“RSU”)
In 2024 and 2025, each non-executive director was granted “restricted share units” or “RSUs”, whereby each RSU represents the obligation of the relevant non-executive director to subscribe for one new ordinary share of the Company at a subscription price of EUR 0.1718 per share (irrespective of the market value of the share at that time).
The RSUs will be accounted for as an equity-settled share-based payment plan as the Company can issue new shares under the authorized capital.
At June 12, 2024, the Company has granted a total of 103,642 RSUs towards 7 directors which vested at the shareholders’ meeting held in June 2025. As at March 31, 2026, all RSUs had been exercised and the related shares were issued.
At June 11, 2025, the Company has granted a total of 146,531 RSUs, with the same conditions as the 2024 RSUs, towards 7 directors which will vest at the shareholders’ meeting held in June 2026. The total RSUs outstanding as at March 31, 2026 was 146,531 RSUs.
Equity-settled share-based payment expense
The Company has recognized €0.9 million share-based payment expense for the three months ended March 31, 2026 (2025: €2.0 million).
| 18. | Financial Debt |
Financial debt mainly consists of recoverable cash advances, EIB finance agreement and synthetic warrants and convertible bond instrument. The related amounts can be summarized as follows:
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Recoverable cash advances - Non-current | 8 519 | 8 276 | ||||||
| Recoverable cash advances - Current | 335 | 333 | ||||||
| Total Recoverable cash advances | 8 854 | 8 609 | ||||||
| EIB finance agreement - Non-current | 7 912 | 7 793 | ||||||
| Synthetic warrants - Non-current | 1 004 | 1 601 | ||||||
| Total EIB | 8 916 | 9 394 | ||||||
| Convertible bond - Current | 16 136 | 22 657 | ||||||
| Total convertible bond | 16 136 | 22 657 | ||||||
| Total financial debt | 33 906 | 40 660 | ||||||
| Non-current | 17 435 | 17 670 | ||||||
| Current | 16 471 | 22 990 | ||||||
19
| 18.1. | Financial debt related to recoverable cash advances |
Recoverable cash advances received
As at March 31, 2026, the details of recoverable cash advances received can be summarized as follows:
| (in EUR 000) | Contractual advances | Advances received | Fixed reimbursements* | Variable reimbursements* | ||||||||||||
| Sleep apnea device (6472) | 1 600 | 1 600 | 588 | 8 | ||||||||||||
| First articles (6839) | 2 160 | 2 160 | 669 | 24 | ||||||||||||
| Clinical trial (6840) | 2 400 | 2 400 | 585 | 28 | ||||||||||||
| Activation chip improvements (7388) | 1 467 | 1 467 | 117 | 38 | ||||||||||||
| Total | 7 627 | 7 627 | 1 959 | 98 | ||||||||||||
* Excluding interests
During the three months ended March 31, 2026, the Company made no reimbursements and did not receive any new amounts.
Based on expected timing of sales and after discounting, the financial debt related to the recoverable cash advances is as follows:
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Contract 6472 | 1 746 | 1 697 | ||||||
| Contract 6839 | 2 294 | 2 229 | ||||||
| Contract 6840 | 2 725 | 2 650 | ||||||
| Contract 7388 | 2 089 | 2 033 | ||||||
| Total recoverable cash advances | 8 854 | 8 609 | ||||||
| Non-current | 8 519 | 8 276 | ||||||
| Current | 335 | 333 | ||||||
| Total recoverable cash advances | 8 854 | 8 609 | ||||||
The amounts recorded under “Current” caption correspond to the sales-independent amounts (fixed repayment) and sales-dependent reimbursements (variable repayment) estimated to be repaid to the Walloon Region in the next 12-month period. The estimated sales-independent (fixed repayment) as well as sales-dependent reimbursements (variable repayment) beyond 12 months are recorded under “Non-current” liabilities.
Changes in the recoverable cash advances can be summarized as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| As at January 1 | 8 609 | 8 871 | ||||||
| Initial measurement and re-measurement | (18 | ) | (18 | ) | ||||
| Discounting impact | 263 | 270 | ||||||
| As at March 31 | 8 854 | 9 123 | ||||||
20
A sensitivity analysis of the carrying amount of recoverable cash advances has been done to assess the impact of a change in assumptions. The Company tested reasonable sensitivity to changes in revenue projections of +/- 25% and in the discount rates of +/- 25%. The table hereunder details the sensitivity results:
| Fair Value of Liabilities as of end of 2026 (in EUR 000) | Variation of revenue projections | |||||||||||
| Variation of discount rates * | -25% | 0% | 25% | |||||||||
| -25% | 9 219 | 9 662 | 9 953 | |||||||||
| 0% | 8 340 | 8 854 | 9 199 | |||||||||
| 25% | 7 588 | 8 149 | 8 534 | |||||||||
* A change of -25% in the discount rates implies that the discount rate used for the fixed part of the recoverable cash advances is 3.8% instead of 5% while the one used for the variable part is 9.4% instead of 12.5%.
An increase of 25% of revenue projections implies, if discount rates does not change, an increase of the expected liability as repayment of the liability is accelerated.
An increase of 25% of the discount rate decreases the expected liability if revenue projections remain unchanged
| 18.2. | Financial debt related to loan facility agreement and synthetic warrants agreement |
On July 3, 2024 the Company has signed a €37.5 million loan facility agreement with the European Investment Bank (“EIB”). The agreement is backed by the European Commission’s InvestEU program. The Company plans to use the funding for research and development, and for scaling-up its manufacturing capacity to meet demand in Europe and the U.S. The €37.5 million facility is divided into three tranches: €10 million for the first tranche (“Tranche A”), €13.75 million for the second tranche (“Tranche B”) and €13.75 million for the third tranche (“Tranche C”). Disbursement under the various tranches is subject to certain conditions. Tranche A carries an annual 5% cash and 5% capitalized interest rate, and features a five-year bullet repayment schedule. The various tranches do not contain revenue or liquidity covenants.
The first tranche A for an amount of €10 million, was disbursed on July 26, 2024.
In connection with the loan facility agreement, and as a condition to drawdown thereunder, the Company also entered into a “synthetic warrant agreement” with the EIB. Under the synthetic warrant agreement, in consideration for the facility, in connection with each tranche of the facility, the EIB will be granted “synthetic warrants” with a duration of 20 years. The number and strike price of the synthetic warrants will be calculated based on tranche specific formulas provided for in the synthetic warrant agreement. The synthetic warrants can be exercised as of the maturity date of the relevant tranche of the facility or, in exceptional situations, earlier. Such synthetic warrants will entitle the EIB to receive from the Company a cash consideration equal to the 20-day volume weighted average price of a share in the Company on the stock exchange, reduced by the applicable strike price per synthetic warrant, and multiplied by the number of synthetic warrants that the EIB exercises. In connection with Tranche A, the EIB has been granted 468,384 synthetic warrants with a strike price of €8,54 that the EIB can exercise after the maturity of Tranche A (5 years) or, in exceptional situations, earlier.
Change in loan facility can be summarized as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| As at January 1 | 7 793 | 6 898 | ||||||
| Effective interest rate adjustment | 119 | 89 | ||||||
| As at March 31 | 7 912 | 6 987 | ||||||
Change in synthetic warrants can be summarized as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| As at January 1 | 1 601 | 3 204 | ||||||
| Fair value adjustment | (597 | ) | (551 | ) | ||||
| As at March 31 | 1 004 | 2 653 | ||||||
21
Change in prepayment option can be summarized as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| As at January 1 | (91 | ) | (112 | ) | ||||
| Fair value adjustment | 47 | (59 | ) | |||||
| As at March 31 | (44 | ) | (171 | ) | ||||
| 18.3. | Financial debt related to Convertible Bond Instrument |
On November 13, 2025, the Company entered into a bond subscription agreement with an international financial services firm for the issuance of a Convertible Bond Instrument for an aggregate maximum principal amount of up to €45 million. The financing consists of a first tranche of 225 Convertible Bond Instruments up to €22.5 million with an option to issue a second tranche of another 225 Convertible Bond Instruments of up to €22.5 million at the Company’s discretion, within the period commencing 7 months following the first tranche closing date to (but excluding) the date falling one month thereafter. The closing for the first tranche of the Convertible Bond Instruments occurred on December 18, 2025 and will mature on November 18, 2028 (“First Tranche”). The First Tranche carry an interest rate of 6.5 per cent per annum, payable every quarter in arrears. The initial principal amount per Bond Instruments amounts to €100.000. The Bond Instruments have a three-year maturity from issuance with quarterly amortization payments of principal and interest (per 18 February, 18 May, 18 August and 18 November of each year). On each instalment date, the principal instalment per Bond Instrument will be €8.500 except for the last instalment which will be €6.500 per bond. The initial conversion price for the first tranche of bonds, which can be modified, shall be equal to €5.00.
The Bond Instrument is accounted for as a hybrid financial instrument containing a host financial liability with embedded derivatives that are closely related (Deferred amortized payment) and embedded derivatives that are not closely related (Bond conversion right, Amortization conversion right, Share settlement option and Advanced amortized payment). The entire hybrid contract is designated by management at fair value through profit and loss. The fair value of the hybrid contract is estimated using a Longstaff–Schwartz Monte Carlo approach, in which share prices are simulated forward on a weekly basis over a 36-month horizon, with each instalment date treated as a decision point. At maturity, the model computes the terminal payoff, after which the valuation is performed by working backwards through time: at each decision point, the continuation value (i.e., the expected value of waiting rather than exercising) is obtained by discounting the value from the next decision point and is then estimated via regression on the simulated state variables. The model compares the immediate exercise value with the regression-based expected continuation value to determine the optimal exercising strategy, assuming exercise occurs whenever the value of exercising now exceeds the expected value of waiting, and the resulting optimal exercise strategy is used to derive the Bond Instruments’ fair value.
The valuation model is dependent on the following significant inputs:
| Per Mar 31, 2026 | ||||
| Coupon (interest) rate | 6.5 | % | ||
| Conversion price | 5.00 | |||
| Stock price | 2.45 | |||
| Return dividend | 0.0 | % | ||
| Expected volatility | 64.38 | % | ||
| Discount rate | 11.24 | % | ||
The expected volatility has been estimated based on the historical share prices of the Company on Euronext (as this is the primary stock exchange as determined in the Bond Subscription Agreement). The discount rate is determined based on a risk-free interest rate, based on the 3-month Euribor rate, plus a credit spread estimated for the Company based on the previous debt instruments and factors such as financial results, liquidity needs that may impact the credit spread of the Company.
The transaction price of the Bond Instrument at initial recognition is the consideration of the first tranche for €22.5 million. The difference between the transaction price and the fair value at initial recognition is considered a ‘day 1’ loss, amounting to €8.7 million, which is recognized in profit and loss on a systematic straight line basis throughout the term of the Bond Instrument.
Per February 18, 2026, the Company has converted the first principal instalment of €1.9 million and accrued interest for €246,000 into shares at a conversion price which was 90% of the share price at instalment date. Refer to note 16.
22
Change in the convertible bond can be summarized as follows:
| (in EUR 000) | 2026 | |||
| As at January 1 | 31 243 | |||
| Fair value adjustment | (5 096 | ) | ||
| Conversion to shares | (2 159 | ) | ||
| Total fair value as at March 31 | 23 988 | |||
| As at January 1 | (8 586 | ) | ||
| Amortization | 734 | |||
| Total day 1 loss as at March 31 | (7 852 | ) | ||
| Total convertible bond as at March 31 | 16 136 | |||
| 19. | Provisions |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Provision for constructive obligation | 981 | 1 206 | ||||||
| Other provisions | 58 | 190 | ||||||
| Total provisions | 1 039 | 1 396 | ||||||
The Company has a constructive obligation related to the ongoing replenishment of certain consumable components, based on business practices and customer expectations.
On May 30, 2025, the Company was sued in the U.S. District Court of Delaware by Inspire Medical, Inc. (“Inspire”) for the alleged infringement of 3 Inspire patents (US Patent Nos: 10,898,709, 11,806,526, and 11,850,424). The complaint requests customary remedies for patent infringement, including (i) a judgment that the Company has infringed and is infringing the Inspire Patents, (ii) damages, (iii) attorneys’ fees, (iv) a permanent injunction preventing the Company from infringing the Inspire Patents and (v) costs and expenses. The Company subsequently engaged counsel to represent the Company in this case. The Company intends to vigorously defend itself against the allegations brought forward in the Inspire complaint.
On September 15, 2025, the Company has filed a lawsuit against Inspire in the U.S. District Court of Delaware for the alleged infringement of 3 Nyxoah patents (US Patent Nos: 8,700,183, 9,415,215, and 9,415,216). The complaint requests customary remedies for patent infringement, including (i) a judgment that Inspire has infringed and is infringing the Nyxoah Patents, (ii) damages, (iii) attorneys’ fees, (iv) a permanent injunction preventing Inspire from infringing the Company’s patents and (v) costs and expenses.
Given the early stage of this litigation, the Company is unable to predict the likelihood of success of the Inspire claims against the Company or to quantify any risk of loss. Therefore, the Company has not accrued for any potential litigation losses as of March 31, 2026. Legal costs incurred in connection with this matter have been accrued through March 31, 2026, and are recognized in the Selling, General and Administrative Expense on the line item “Consulting and contractors fees”. The Company reviews the status of the litigation each quarter going forward for accrual purposes.
| 20. | Trade payables |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Payables | 2 925 | 5 168 | ||||||
| Invoices to be received | 9 713 | 8 559 | ||||||
| Total Trade payables | 12 638 | 13 727 | ||||||
The decrease in total trade payables of € 1.1 million as at March 31, 2026 is due to a decrease in payables of €2.2 million which is compensated by an increase in invoices to be received of €1.2 million.
23
| 21. | Income taxes and deferred taxes |
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Current tax expense | (379 | ) | (131 | ) | ||||
| Deferred tax income/(expense) | (11 | ) | 6 | |||||
| Total Income Tax Income/(Expense) | (390 | ) | (125 | ) | ||||
The current tax expense mainly relates to (i) an increase of income tax payable or taxes reimbursed by certain of the Company’s subsidiaries for an amount of €355,000 (2025: €111,000), and (ii) an additional accrual of the liability for uncertain tax positions for an amount of €24,000 (2025: €21,000).
The uncertain tax position was recorded following certain public rulings and guidance issued by tax authorities in one of the jurisdictions that the Company operates in. The current tax liability of €4.4 million mainly relates to a liability for uncertain tax positions for an amount of €3.5 million.
| 22. | Other liabilities |
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Holiday pay accrual | 624 | 552 | ||||||
| Salary | 2 494 | 3 840 | ||||||
| Accrued expenses | 729 | 482 | ||||||
| VAT payable | 291 | 246 | ||||||
| Other | 1 614 | 1 509 | ||||||
| Total other liabilities | 5 752 | 6 629 | ||||||
The decrease of € 0.9 million in other liabilities as at March 31, 2026, compared to December 31, 2025, is mainly due to a decrease by €1.3 million in payroll related liabilities. The decrease is partly offset by an increase of €247,000 in accrued expenses and €105,000 in other.
As at March 31, 2026, Other mainly consists of an outstanding liability related to the continued development of the Company’s strategic R&D project.
| 23. | Foreign currency swaps and forwards |
The Company is exposed to currency risk primarily due to the expected future USD, AUD and NIS expenses that will be incurred as part of the ongoing and planned marketing, clinical trials and other related expenses. A financial risk management policy has been approved to i) generate yields on liquidity and ii) reduce the exposure to currency fluctuations with a timeline up to 24 months and by means of foreign currency swaps and forwards. There have not been any transfers of level 3 categories during the year.
The Company has entered into several foreign currency swaps and forwards for which the notional amounts are detailed in the table below:
| As at | ||||||||
| (in EUR 000) | March 31, 2026 | December 31, 2025 | ||||||
| Foreign currency forwards EUR - USD (in EUR) | 11 000 | 2 000 | ||||||
| Foreign currency forwards EUR - USD (in USD) | 12 873 | 2 355 | ||||||
24
The following table shows the carrying amount of derivative financial instruments measured at fair value in the statement of the financial position including their levels in the fair value hierarchy:
| As at March 31, 2026 | ||||||||||||||||
| (in EUR 000) | Level I | Level II | Level III | Total | ||||||||||||
| Financial assets | ||||||||||||||||
| Foreign currency forwards | – | 124 | – | 124 | ||||||||||||
The fair value is determined by the financial institution and is based on foreign currency swaps and forwards rates and the maturity of the instrument. All foreign currency swaps are classified as current as their maturity date is within the next twelve months.
The change in the balance of the financial assets is detailed as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| Opening value at January 1 | 4 | – | ||||||
| Fair value adjustments | 120 | 274 | ||||||
| Closing value at March 31 | 124 | 274 | ||||||
The change in the balance of the financial liabilities is detailed as follows:
| (in EUR 000) | 2026 | 2025 | ||||||
| Opening value at January 1 | – | 353 | ||||||
| Settled contracts | – | (353 | ) | |||||
| Closing value at March 31 | – | – | ||||||
| 24. | Results of operation |
Revenue and cost of goods sold
In the three months ended March 31, 2026, the Company generated revenue for the amount of €6.4 million (2025: €1.1 million).
Revenue is recognized based on the satisfaction of performance obligations identified in customer contracts. Performance obligations are satisfied when control of the Genio system is transferred to the customer, either upon shipment or delivery, depending on contractual terms. The revenue related to the first performance obligation (i.e. shipment or delivery of the Genio system implants) is recognized at a point in time. Due to the start of the commercialization in the United States, certain patient-related components are supplied after the initial shipment. In this case, a portion of the transaction price is allocated to this future delivery, with revenue deferred and recognized at a point in time upon delivery. Moreover, as from 2024, the Company has identified a separate performance obligation related to the replenishment of additional disposable patches beyond the initial shipment. A portion of the transaction price is allocated to these future deliveries, with revenue deferred and recognized over time upon transfer of control.
The contract liability included in the consolidated balance sheet is related to revenue attributed to the additional replenishment of disposable patches which is recognized when control of the patches is transferred to the customer or patient quarterly following the patient implants and the revenue attributed to the future deliveries of the patient-related components in the United States. The current contract liability amounts to €1.1 million (2025: €0.9 million ) while the non-current contract liability amounts to €0.7 million (2025: €0.7 million ). The revenue recognized in the three months ended March 31, 2026 that was included in the contract liability balance at the beginning of the period amounts to €197,000 (2025: €73,000).
25
The sales based on country of customer for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Sales US | 4 254 | – | ||||||
| Sales Germany | 1 224 | 929 | ||||||
| Sales UAE | 345 | 32 | ||||||
| Sales England | 177 | 103 | ||||||
| Sales Switzerland | 333 | – | ||||||
| Sales Netherlands | 39 | – | ||||||
| Total sales | 6 372 | 1 064 | ||||||
For the three month period ended March 31, 2026, the Company had no customers with individual sales larger than 10% of the total revenue (2025: five customers).
Cost of goods sold for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Purchases of goods and services (*) | 2 419 | 669 | ||||||
| Inventory movement | 315 | (263 | ) | |||||
| Total cost of goods sold | 2 734 | 406 | ||||||
(*) Including purchases of raw material, direct labour allocation, indirect labour allocation, fees of subcontractors, warranty and shipping cost (direct)
Operating expenses
The tables below detail the operating expenses for the three months ended March 31, 2026 and 2025:
| (in EUR 000) | Total cost | Capitalized | Operating expense for the period | |||||||||
| Research and development | 8 963 | (159 | ) | 8 804 | ||||||||
| Selling, general and administrative expenses | 15 374 | – | 15 374 | |||||||||
| Other income/(expense) | 34 | 6 | 40 | |||||||||
| For the three months ended March 31, 2026 | 24 371 | (153 | ) | 24 218 | ||||||||
| (in EUR 000) | Total cost | Capitalized | Operating expense for the period | |||||||||
| Research and development | 9 853 | (864 | ) | 8 989 | ||||||||
| Selling, general and administrative expenses | 12 392 | – | 12 392 | |||||||||
| Other income/(expense) | (115 | ) | 31 | (84 | ) | |||||||
| For the three months ended March 31, 2025 | 22 130 | (833 | ) | 21 297 | ||||||||
26
Research and Development expenses
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Staff costs | 2 724 | 4 580 | ||||||
| Consulting and contractors’ fees | 1 432 | 1 026 | ||||||
| Q&A regulatory | 9 | 156 | ||||||
| Depreciation and amortization expense | 1 276 | 411 | ||||||
| Travel | 385 | 279 | ||||||
| Manufacturing and outsourced development | 1 110 | 1 130 | ||||||
| Clinical studies | 1 023 | 1 854 | ||||||
| Training | 581 | 24 | ||||||
| IT | 67 | 29 | ||||||
| Other expenses | 356 | 364 | ||||||
| Capitalized costs | (159 | ) | (864 | ) | ||||
| Total research and development expenses | 8 804 | 8 989 | ||||||
Before capitalization of €159,000 for the three months ended March 31, 2026 and €0.9 million for the three months ended March 31, 2025, research and development expenses decreased by €0.9 million or 9.0%, from €9.9 million for the three months ended March 31, 2025, to €9.0 million for the three months ended March 31, 2026. The decrease is mainly due to a decrease in clinical study expenses and in R&D activities. Additionally, following FDA approval in August 2025, the amortization of the related intangible assets commenced leading to an increase in depreciation and amortization expenses.
Selling, General and Administrative expenses
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Staff costs | 8 775 | 6 944 | ||||||
| Consulting and contractors’ fees | 3 238 | 3 206 | ||||||
| Legal fees | 1 546 | 262 | ||||||
| Rent | 36 | 106 | ||||||
| Depreciation and amortization expense | 440 | 363 | ||||||
| IT | 399 | 458 | ||||||
| Travel | 763 | 758 | ||||||
| Insurance fees | 110 | 113 | ||||||
| Impairment loss on trade receivables | (3 | ) | – | |||||
| Other | 70 | 182 | ||||||
| Total selling, general and administrative expenses | 15 374 | 12 392 | ||||||
Selling, general and administrative expenses increased by €3.0 million or 24.1% from €12.4 million for the three months ended March 31, 2025 to €15.4 million for the three months ended March 31, 2026, due to an increase in costs to support U.S. commercialization of the Genio system following FDA approval in August 2025 and an increase in legal costs related to IP litigation. Consulting and contractor fees for the three months ended March 31, 2026 also includes a provision recognized under IAS 37 for the estimated future costs related to the replenishment of certain consumable components, reflecting a constructive obligation arising from business practices.
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Other operating income/(expense)
The Company had other operating income of €40,000 for the three months ended March 31, 2026 compared to other operating income of €84,000 for the three months ended March 31, 2025.
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Recoverable cash advances | ||||||||
| Initial measurement and re-measurement | 18 | 18 | ||||||
| R&D incentives | 28 | 61 | ||||||
| Capitalization of R&D incentive | (6 | ) | (31 | ) | ||||
| Other income/(expenses) | – | 36 | ||||||
| Total Other Operating Income/(Expense) | 40 | 84 | ||||||
The other operating income for the three month period ended March 31, 2026, contains the R&D incentive in Australia and as from 2023 the tax incentive in Belgium as well. The incentives to be received relate to development expenses incurred by the subsidiary in Australia and Belgium. For the three month period ended March 31, 2026, €6,000 (three months ending March 31, 2025: €31,000) has been deducted from the expenses capitalized in relation to this R&D incentive.
| 25. | Employee benefits |
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Salaries | 9 769 | 8 345 | ||||||
| Social charges | 757 | 861 | ||||||
| Pension charges | 53 | 171 | ||||||
| Share-based payment | 881 | 1 975 | ||||||
| Other | 39 | 172 | ||||||
| Total employee benefits | 11 499 | 11 524 | ||||||
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Selling, general and administrative expenses | 8 775 | 6 944 | ||||||
| Research & Development expenses | 2 724 | 4 580 | ||||||
| Total employee benefits | 11 499 | 11 524 | ||||||
| 26. | Financial income |
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Interests | 168 | 945 | ||||||
| Exchange differences | 994 | 787 | ||||||
| Fair value adjustment foreign currency swaps and forwards | 120 | 274 | ||||||
| Fair value adjustment synthetic warrants | 597 | 551 | ||||||
| Fair value adjustment prepayment option | – | 59 | ||||||
| Fair value adjustment convertible bond | 5 096 | – | ||||||
| Other | 7 | 6 | ||||||
| Total financial income | 6 982 | 2 622 | ||||||
The financial income increased by €4.4 million from €2.6 million for the three month period ended March 31, 2025 to €7.0 million for the three month period ended March 31, 2026 due to the increase in fair value adjustment on convertible bond by €5.1 million and an increase in exchange differences by €207,000, partially offset by a decrease in interests by €0.8 million and a decrease in fair value adjustment on foreign currency swaps and forwards by €154,000.
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For the three month period ended March 31, 2026, the exchange gains amount to €1.0 million which consist of €104,000 realized exchange gains and €0.9 million unrealized exchange gains. The unrealized exchange result is mainly relate to the revaluation of both the Company’s USD cash balance and USD financial assets.
The Company holds both EUR and USD balances, each used to settle expenses in their respective currencies.
While the Company does hedge a few transactions using swap contracts, the Company does not apply hedge accounting. The swap instruments are short-term and mainly used to manage transactional exposures in GBP, ILS, and CHF. Although GBP sales are expected to cover GBP costs going forward, some contracts have been used to address short-term needs. In addition, a few swaps were used to neutralize the currency impact of our USD-denominated T-bills, which were purchased using EUR balances for convenience, in line with the portfolio allocation approved by the board.
The main contributor to the exchange loss is explained by the fact that the majority of the cash held by the Belgian subsidiary is held in USD to cover future USD expenses. As a result, the recent depreciation of the euro, approximately 2 % between January 1 and March 31, 2026, has led to a unrealized FX gain upon translation of USD cash to the functional currency of the subsidiary which is EUR.
For the three month period ended March 31, 2026, the total interest income amounted to € 168,000. This interest income relates to the term accounts. The decrease can be explained by a decrease in number of term accounts contracted by the Company.
The fair value adjustments of synthetic warrants and the prepayment option are related to the EIB loan facility agreement. More information can be found in note 18.
More information on the fair value adjustment on the convertible bond can be found in note 18.3.
More information on the fair value adjustment foreign currency swaps and forwards can be found in note 23.
| 27. | Financial expense |
| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Fair value adjustment prepayment option | 47 | – | ||||||
| Amortization day 1 loss convertible bond | 734 | – | ||||||
| Recoverable cash advances, Accretion of interest | 263 | 270 | ||||||
| Interest and bank charges | 418 | 388 | ||||||
| Interest on lease liabilities | 24 | 36 | ||||||
| Exchange differences | 550 | 3 369 | ||||||
| Other | – | 179 | ||||||
| Total Financial expense | 2 036 | 4 242 | ||||||
The financial expenses decreased from €4.2 million for the three month period ended March 31, 2025 to €2.0 million for the three month period ended March 31, 2026 mainly due to a decrease in exchange differences.
For the three month period ended March 31, 2026, exchange losses amount to €0.6 million which consist of €81,000 realized exchange losses and €469,000 unrealized exchange losses. The unrealized exchange result is mainly relate to the revaluation of both the Company’s USD cash balance and USD financial assets.
The fair value adjustments the prepayment option are related to the EIB loan facility agreement. More information can be found in note18.2.
More information on the amortization of the day 1 loss related to the convertible bond can be found in note 18.3.
The discounting impact of the recoverable cash advances is further detailed in note 18 above.
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| 28. | Earnings/(Loss) Per Share (EPS) |
The Basic Earnings Per Share and the Diluted Earnings Per Share are calculated by dividing earnings for the year by the weighted average number of shares outstanding during the year. As the Company is incurring net losses, outstanding warrants and the convertible bond have no dilutive effect. As such, there is no difference between the Basic and Diluted EPS.
EPS for March 2026 has been presented in the income statement taking into account resolutions adopted by the shareholders’ meeting of February 21, 2020. All existing preferred shares were converted into common shares, and then a share split of 500:1 was approved by the shareholders’ meeting.
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| As at March 31, after conversion and share split | ||||||||
| Outstanding common shares at period-end | 43 662 403 | 37 427 265 | ||||||
| Weighted average number of common shares outstanding | 43 233 677 | 37 427 265 | ||||||
| Potential number of shares resulting from the exercise of warrants | 3 367 569 | 2 876 193 | ||||||
| Potential number of shares resulting from conversion of the bond | 4 511 644 | – | ||||||
Basic and Diluted EPS for the three month period ended March 31, 2026 and 2025 based on weighted average number of shares outstanding after conversion and share split are as follows:
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Loss of year attributable to equity holders (in EUR) | (15 944 000 | ) | (22 384 000 | ) | ||||
| Weighted average number of common shares outstanding (in units) | 43 233 677 | 37 427 265 | ||||||
| Basic earnings per share in EUR (EUR/unit) | (0.369 | ) | (0.598 | ) | ||||
| Diluted earnings per share in EUR (EUR/unit) | (0.369 | ) | (0.598 | ) | ||||
| 29. | Other commitments |
There are no new commitments as per March 31, 2026.
| 30. | Related Party Transactions |
Transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in the notes. Related party transactions are disclosed below.
| 30.1. | Remuneration of Key Management |
Key management consists of the members of executive management which consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Commercial Officer (CCO) and the Chief Technology Officer (CTO) of the Company.
For the period ended March 31, 2026 and March 31, 2025, the table below includes the remuneration package of all members of executive management.
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| For the three months ended March 31 | ||||||||
| (in EUR 000) | 2026 | 2025 | ||||||
| Short-term remuneration & compensation (1) | 505 | 674 | ||||||
| Post-employment benefits | 18 | 21 | ||||||
| Share based payment (2) | 217 | 187 | ||||||
| Total | 740 | 882 | ||||||
| (1) | Includes base remuneration, fringe benefits, short term (one-year) performance related bonus (i.e. variable remuneration), sign-on bonuses. |
| (2) | Warrant expense under IFRS 2. |
| 30.2. | Relationship and transactions with non-executive directors and holders of more than 3% of our share capital: |
| For the three months ended March 31, 2026 | For the three months ended March 31, 2025 | |||||||||||||||
| (in EUR 000) | Set up of production line | Board Remuneration | Set up of production line | Board Remuneration | ||||||||||||
| Cochlear | – | – | 52 | – | ||||||||||||
| Robelga SRL | – | 23 | – | 28 | ||||||||||||
| Kevin Rakin | – | 22 | – | 16 | ||||||||||||
| Pierre Gianello | – | 14 | – | 14 | ||||||||||||
| Jurgen Hambrecht | – | 16 | – | 16 | ||||||||||||
| Giny Kirby | – | 15 | – | 12 | ||||||||||||
| Wildman Venturees LLC | – | 24 | – | 24 | ||||||||||||
| Rita Mills | – | 21 | – | 20 | ||||||||||||
| Total | – | 135 | 52 | 130 | ||||||||||||
| Amounts outstanding at period-end | – | 95 | – | 110 | ||||||||||||
For the period ended March 31, 2026, our non-executive directors were: Robelga SRL (permanently represented by Robert Taub), Jürgen Hambrecht, Kevin Rakin, Rita Johnson-Mills, Virigina Kirby, Wildman Ventures, LLC (permanently represented by Daniel Wildman) and Pierre Gianello.
The warrant expense under IFRS 2 related to the warrants that were granted to the non-executive directors amounted to €241,000 for the period ended March 31, 2026, (€0.6 million for the period ended March 31, 2025).
The Company and Cochlear Limited, or Cochlear, have entered into a collaboration agreement, dated January 2023, related to the transfer of assets and related support for the setting up of a production line in the US. This statement scope of work led to no financial impact for the three months ended March 31, 2026 and financial impact of €52,000 for three months ended March 31, 2025 and was recognized as part of assets under construction.
On September 28, 2023, the Company announced a partnership with ResMed in Germany to increase OSA awareness and therapy penetration in the German market. The Company and ResMed Germany will establish a continuum of care that will educate and guide OSA patients in the German market from diagnosis through treatment. Together, the companies will work to accelerate patient identification and better support patient set-up on the appropriate therapy.
Effective as of October 1, 2024, the Company entered into a collaboration agreement with Man & Science SA to develop a miniaturized injectable neuromodulation device. The Company retains exclusive rights for its use in treating obstructive sleep apnea.
| 30.3. | Relationship and transactions with members of key management |
For the period ended March 31, 2026 and March 31, 2025, our key management consisted of the members of executive management: Olivier Taelman (CEO), John Landry (CFO), Scott Holstine (CCO) and Bruno Onkelinx (CTO).
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From August 19, 2024 until September 1, 2025, Olivier Taelman temporarily relocated to the U.S. Since then, he performs his function as CEO of the Company partially on a self-employed basis in accordance with a service agreement between Nyxoah SA and Olivier Taelman and partially as employee of Nyxoah Inc. As from September 1, 2025, Olivier Taelman moved back to Belgium and from that date he is performing his function as CEO of the Company on a self-employed basis in accordance with a service agreement between Nyxoah SA and Olivier Taelman.
Bruno Onkelinx is an employee of Nyxoah SA. John Landry and Scott Holstine are employees of Nyxoah Inc.
All members of our key management were granted warrants during the period ended March 31, 2026 and March 31, 2025.
| 31. | Events after the Balance-Sheet Date |
On April 10, 2026, the Company entered an amendment to its existing finance contract with the European Investment Bank, pursuant to which the availability period of Tranche B under the EIB loan facility was extended to July 15, 2026. The amendment did not result in any material change to the overall terms of this contract.
There are no other material events after the balance-sheet date.
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Responsibility statement
We certify that, to the best of our knowledge,
| a) | the condensed consolidated interim financial statement, prepared in accordance with the applicable standards for financial statements, give a true and fair view of the assets, liabilities, financial position and results of the Company and the undertakings included in the consolidation taken as a whole; and |
| b) | this interim management report provides a true and fair overview of the development, results and the position of the Company and the undertakings included in the consolidation taken as a whole, as well as a description of the principal risks and uncertainties that they face. |
Mont-Saint-Guibert, May 12, 2026
On behalf of the board of directors
| Robelga SRL | Olivier Taelman |
| (permanently represented by Robert Taub) | CEO |
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