REGULATED
INFORMATIONINSIDE INFORMATION
Nyxoah Announces Pricing of
Offering
Mont-Saint-Guibert, Belgium – May 23,
2024, 3:50 pm CET / 9:50 am ET – Nyxoah SA (Euronext
Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a
medical technology company focused on the development and
commercialization of innovative solutions to treat Obstructive
Sleep Apnea (OSA), announced today the pricing of an underwritten
public offering in the United States, which includes shares sold in
a private offering to certain qualified or institutional investors
outside the United States, including within the European Union, of
5,374,755 of its ordinary shares at an offering price of $9.25 (EUR
8.54) per share, before underwriting discounts and commissions. All
of the ordinary shares are being offered by Nyxoah and there are no
selling stockholders participating in the offering. In addition,
Nyxoah has granted the underwriters a 30-day option to purchase up
to an additional 806,213 ordinary shares at the offering price,
before underwriting discounts and commissions. The gross proceeds
from the offering, before deducting underwriting discounts and
commissions and other offering expenses payable by Nyxoah, are
expected to be approximately $50 million (EUR 46.2 million),
excluding any exercise of the underwriters’ option to purchase
additional shares. The offering is expected to close May 28, 2024,
subject to the satisfaction of customary closing conditions.
Nyxoah intends to use the net proceeds from the
proposed offering (i) for pre-commercialization and
commercialization activities in the United States; (ii) to continue
gathering clinical data and to support physician initiated clinical
research projects related to OSA patient treatments; (iii) to
further finance research and development activities related to the
next generation of the Genio system and to continue to build a
pipeline of new technologies and explore potential collaboration
opportunities in the field of monitoring and diagnostics for OSA;
and (iv) for other general corporate purposes, including, but not
limited to, working capital, capital expenditures, investments,
acquisitions, should the Company choose to pursue any, and
collaborations.
Cantor Fitzgerald & Co. is acting as the
sole book-running manager for the offering. Degroof Petercam is
acting as a co-manager.
The public offering in the United States is
being made pursuant to an effective shelf registration statement on
Form F-3 (File No. 333-268955) that was filed by Nyxoah with the
U.S. Securities and Exchange Commission (the “SEC”) and became
effective on January 6, 2023. Copies of the final prospectus
supplement and the accompanying prospectus relating to the
offering, when available, may be obtained for free by visiting
EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of
the final prospectus supplement and the accompanying prospectus
relating to the offering, when available, may be obtained by
contacting: Cantor Fitzgerald & Co., Attention: Capital
Markets, 110 East 59th Street, 6th Floor, New York, New York 10022;
email: prospectus@cantor.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About NyxoahNyxoah 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.
Additional informationThe
following information is provided pursuant to Article 7:97 of the
Belgian Companies and Associations Code. Prior to the launch of the
offering, Robert Taub, who is the chairman of the board of
directors, had expressed an interest to participate in the offering
and purchase (either directly or indirectly through entities
controlled/managed by him or otherwise) offered shares, it being
understood that the number of offered shares allocated to Robert
Taub (if any) and the applicable price would depend on the outcome
of the offering process.
As Robert Taub qualifies as a related party of
the Company, the board of directors applied the related parties
procedure of Article 7:97 of the Belgian Companies and Associations
Code in connection with the potential participation of Robert Taub
(either directly or indirectly through entities controlled/managed
by him or otherwise) to the offering. Within the context of the
aforementioned procedure, prior to resolving on the offering, a
committee of three independent directors of the Company (the
“Committee”) issued an advice to the board of directors in which
the Committee assessed the participation of Robert Taub in the
offering. In its advice to the board of directors, the Committee
concluded the following: “Based on the information provided, the
Committee considers that the proposed transaction is in line with
the strategy pursued by the Company, will be done on market terms,
and is unlikely to lead to disadvantages for the Company and its
shareholders (in terms of dilution) that are not sufficiently
compensated by the advantages that the transaction offers the
Company”.
When approving the offering, the Company’s board
of directors did not deviate from the Committee's advice. The
Company’s statutory auditor's assessment of the Committee's advice
and the minutes of the meeting of the Company’s board of directors,
is as follows: “Based on our limited review performed in accordance
with ISRE 2410 " Review of interim financial information performed
by the independent auditor of the entity" and the applicable
standards of the "Institut des Réviseurs d'Entreprises/Instituut
der Bedrijfsrevisoren", nothing has come to our attention that
causes us to believe that the financial and accounting data
contained in the minutes of the board of directors’ meeting of May
22, 2024 and in the advice of the committee of independent
directors in accordance with article 7:97 of the Companies and
Associations Code would contain material inconsistencies with the
information available to us in the course of our engagement.
However, we do not express an opinion on the value of the
transaction or on the appropriateness of the decision of the board
of directors”.
Important InformationNo public
offering will be made and no one has taken any action that would,
or is intended to, permit a public offering in any country or
jurisdiction, other than the United States, where any such action
is required, including in Belgium. Belgian investors, other than
qualified investors within the meaning of the Belgian Act of 11
July 2018 on the public offering of securities and the admission of
securities to be traded on a regulated market, will not be eligible
to participate in the offering (whether in Belgium or elsewhere).
The transaction to which this press release relates will only be
available to, and will be engaged in only with, in member states of
the European Economic Area, (i) any person who is a "qualified
investor" as defined in Regulation (EU) 2017/1129 (the “EU
Prospectus Regulation”), or (ii) fewer than 150 natural or legal
persons, per each member state of the European Economic Area, other
than “qualified investors” (as defined in the EU Prospectus
Regulation) who acquire ordinary shares for a total consideration
of at least €100,000 per investor.
In the United Kingdom, the transaction to which
this press release relates will only be available to, and will only
be engaged in with, persons who are “qualified investors” (as
defined in the UK Prospectus Regulation being the UK version of
Regulation (EU) No 2017/1129 as amended by The Prospectus
(Amendment etc.) (EU Exit) Regulations 2019, which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018.) who
also (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), and/or (ii) are “high net worth companies” (or
persons to whom it may otherwise be lawfully communicated) falling
within Article 49(2) (a) to (d) of the Order (any such person being
referred to as a “Relevant Person”). Any person who is not a
Relevant Person should not take any action on the basis of this
announcement and should not act or rely on it.
Caution – CE marked since 2019.
Investigational device in the United States. Limited by U.S.
federal law to investigational use in the United States.
Forward-Looking Statements
This press release contains forward-looking
statements, which are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. All
statements that are not statements of historical facts are, or may
be deemed to be, forward-looking statements. Such forward-looking
statements may be identified by words such as “expects,”
“potential,” “could,” or similar expressions that are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
Forward-looking statements include express or implied statements
relating to, among other things, Nyxoah’s current expectations
regarding the Genio® system; planned and ongoing clinical studies
of the Genio® system; the potential advantages of the Genio®
system; Nyxoah’s goals with respect to the development, regulatory
pathway and potential use of the Genio® system; the utility of
clinical data in potentially obtaining FDA approval of the Genio®
system; the Company's results of operations, financial condition,
liquidity, performance, prospects, growth and strategies; and
statements relating to the offering, including the expected
closing, the anticipated proceeds from the offering and the use
thereof. These statements are neither promises nor guarantees and
are subject to a variety of risks and uncertainties, many of which
are beyond Nyxoah’s control, which could cause actual results to
differ materially from those contemplated in these forward-looking
statements. In particular, these risks and uncertainties include,
without limitation, risks relating to market conditions and the
Company’s inability, or the inability of the underwriters, to
satisfy the conditions for the closing of the offering. Given these
uncertainties, the reader is advised not to place any undue
reliance on such forward-looking statements. Other risks and
uncertainties faced by Nyxoah include those identified under the
heading "Risk Factors" in Nyxoah’s most recent Annual Report on
Form 20-F filed with the SEC, as well as subsequent filings and
reports filed with the SEC. The forward-looking statements
contained in this press release reflect Nyxoah’s views as of the
date hereof, and Nyxoah does not assume and specifically disclaims
any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
Contact:NyxoahDavid DeMartino,
Chief Strategy OfficerIR@nyxoah.com
- 3. ENGLISH_Pricing Press Release - May 2024
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