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 September 2025
Commission File Number: 001-40552
NYXOAH SA
(Translation of registrant’s name into English)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert,
Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release,
is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has
already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Nyxoah SA
Entry into Underwriting Agreement.
On September 18, 2025, Nyxoah SA (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Stifel, Nicolaus
& Company, Incorporated and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively,
the “Underwriters”), relating to an underwritten public offering of [·]
ordinary shares (“Shares”), no nominal value per share, at a public offering price of $[·]
(€[·]) per ordinary share. Under the terms of the Underwriting Agreement, the Company
granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional [·]
ordinary shares (the “Option Shares” and together with the Shares, the “Securities”) at the public
offering price less the underwriting discounts and commissions. The offering is expected to close on or about September 23, 2025, subject
to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering of approximately
$[·] million (€[·] million), after deducting underwriting discounts and commissions and estimated offering expenses, assuming
no exercise by the Underwriters of their option to purchase the Option Shares.
The Securities
will be issued pursuant to the Company’s shelf registration statement on Form F-3 (Registration Statement No. 333-
268955) that was previously filed with the Securities and Exchange Commission (the “Commission”) on December
20, 2022 and which became effective on January 6, 2023 (the “Registration Statement”). A final prospectus supplement
relating to the offering dated September 18, 2025 was filed with the Commission.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification
by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain
liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and affords
certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the legal opinion and consent of NautaDutilh BV/SRL relating
to the validity of the issuance and sale of the Securities is attached as Exhibit 5.1 hereto and is incorporated by reference herein.
The information
included under the heading “Entry into Underwriting Agreement,” including Exhibits 1.1 and 5.1 hereto, shall be deemed to
be incorporated by reference into the Company’s registration statements on Form S-8 (Registration Numbers 333-261233, 333-269410,
333-283103 and 333-285960) and Form F-3 (Registration Numbers 333-268955 and 333-285982) (including any prospectuses forming a part of
such registration statements) and is a part thereof from the date on which this report is filed, to the extent not superseded by documents
or reports subsequently filed or furnished.
Other Events.
On September 18, 2025, the Company issued a press release announcing
the public marketing of the underwritten public offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
On September 18, 2025, the Company issued a press release announcing
the pricing of the underwritten public offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in the attached Exhibits 99.1 and 99.2 is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made
by the Company under the Securities Act or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by
specific reference in such a filing.
Based on our current business plans, we believe that the net proceeds from this offering, together with our existing cash, cash equivalents
and financial assets will be sufficient to fund our operating expenses and capital expenditure requirements into [the fourth quarter of
2026][2027].
The information included under the heading “Cash Runway” is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange
Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
The Company cautions you that statements included in this report
that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements
regarding the completion of the offering and the expected net proceeds therefrom and the Company’s expectations regarding its cash runway.. The inclusion of forward-looking statements
should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from
those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of
customary closing conditions related to the offering, as well as risks and uncertainties inherent in the Company’s business,
including those described in the Company’s other filings with the Commission. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or
update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private
Securities Litigation Reform Act of 1995.
Exhibits
| 1.1 |
Underwriting
Agreement, dated September 18, 2025, by and between the Company and Morgan Stanley & Co. LLC, Stifel, Nicolaus & Company, Incorporated
and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein. |
| 5.1 |
Opinion of NautaDutilh
BV/SRL |
| 23.1 |
Consent of NautaDutilh
BV/SRL (contained in exhibit 5.1) |
| 99.1 |
Press
Release, dated September 18, 2025 |
| 99.2 |
Press Release, dated September 18, 2025 |
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 |
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| Date: September 18, 2025 |
By: |
/s/ John Landry |
| |
Name: |
John Landry |
| |
Title: |
Chief Financial Officer |
