[SCHEDULE 13G/A] Nyxoah SA Amended Passive Investment Disclosure
Nyxoah stake of 11.0M shares reported by investors
CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 11,014,861 Ordinary Shares of Nyxoah SA, equal to 9.9% of the class.
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CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 11,014,861 Ordinary Shares of Nyxoah SA, equal to 9.9% of the class. This position includes 828,803 Shares and additional Shares issuable upon conversion of convertible notes, subject to a 9.99% conversion cap on total beneficial ownership. Based on a company disclosure of 100,072,815 Shares outstanding as of June 30, 2026, Heights Capital, as investment manager to CVI, may exercise shared voting and dispositive power over these Shares, while both parties disclaim beneficial ownership beyond their pecuniary interest.
Key Figures
Beneficially owned shares:11,014,861 SharesPercent of class:9.9 %Shares outstanding:100,072,815 Shares+2 more
5 metrics
Beneficially owned shares11,014,861 SharesTotal Ordinary Shares of Nyxoah SA reported as beneficially owned by the Reporting Persons
Percent of class9.9 %Reported percentage of Nyxoah’s Ordinary Shares beneficially owned
Shares outstanding100,072,815 SharesNyxoah Ordinary Shares outstanding as of June 30, 2026, referenced from Form 6-K Exhibit 99.2
Directly held shares828,803 SharesComponent of the reported beneficial ownership held as existing Shares, excluding convertible note issuances
Ownership cap9.99 %Maximum ownership threshold that limits conversion of Nyxoah convertible notes into additional Shares
"The number of Shares reported as beneficially owned consists of (i) 828,803 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
convertible notesfinancial
"consists of (i) 828,803 Shares, and (ii) Shares issuable upon the conversion of convertible notes."
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
pecuniary interestfinancial
"hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein."
shared voting powerfinancial
"6 | Shared Voting Power 11,014,861.00 7 | Sole Dispositive Power 0.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Limited Power of Attorneyregulatory
"serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many Nyxoah (NYXH) shares are reported as beneficially owned in this Schedule 13G/A?
The Reporting Persons disclose beneficial ownership of 11,014,861 Ordinary Shares of Nyxoah SA. This total combines 828,803 Shares already held with additional Shares issuable upon conversion of convertible notes, subject to ownership limitations.
What percentage of Nyxoah (NYXH) does CVI Investments and Heights Capital report owning?
CVI Investments and Heights Capital report beneficial ownership of 9.9% of Nyxoah’s Ordinary Shares. This percentage is calculated using 100,072,815 Shares outstanding as of June 30, 2026, as referenced from a company Form 6-K exhibit.
How is Heights Capital Management related to CVI Investments in the Nyxoah (NYXH) filing?
Heights Capital Management, Inc. is described as the investment manager to CVI Investments, Inc. and may exercise shared voting and dispositive power over the Shares. Both entities disclaim beneficial ownership beyond their pecuniary interest in the securities.
What role do convertible notes play in the Nyxoah (NYXH) ownership reported?
The reported 11,014,861-share position includes Shares issuable upon conversion of convertible notes. These notes may not be converted if doing so would cause total beneficial ownership to exceed a 9.99% cap under Section 13(d) aggregation rules.
What ownership limitation is disclosed for Nyxoah (NYXH) convertible notes in this filing?
The filing states the convertible notes may not be converted into Shares to the extent total beneficial ownership, including affiliates and aggregated persons, would exceed 9.99%. This conversion cap limits how many Shares can be acquired at any time.
What is the reported Nyxoah (NYXH) share count used to calculate the 9.9% ownership?
The ownership percentage uses a reference of 100,072,815 Ordinary Shares outstanding as of June 30, 2026. This figure comes from Exhibit 99.2 to Nyxoah’s Report of Foreign Private Issuer on Form 6-K filed on August 5, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Nyxoah SA
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
B6S7WD106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
B6S7WD106
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,014,861.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,014,861.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,014,861.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
B6S7WD106
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,014,861.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,014,861.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,014,861.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nyxoah SA
(b)
Address of issuer's principal executive offices:
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Ordinary Shares of Nyxoah SA (the "Company"), no par value (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, no par value
(e)
CUSIP No.:
B6S7WD106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of (i) 828,803 Shares, and (ii) Shares issuable upon the conversion of convertible notes. The convertible notes may not be converted into Shares to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
Exhibit 99.2 to the Company's Report of Foreign Private Issuer on Form 6-K, filed on August 5, 2026, indicates there were 100,072,815 Shares outstanding as of June 30, 2026.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
08/14/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
08/14/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24 Limited Power of Attorney*
99 Joint Filing Agreement*
* Previously filed
