UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
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 June 3, 2024, Nyxoah SA (the “Company”)
issued two press releases, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information in the attached Exhibits 99.1
and Exhibit 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.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
NYXOAH SA |
| |
|
|
| Date: June 3, 2024 |
By: |
/s/ Loic Moreau |
| |
Name: |
Loic Moreau |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
REGULATED
INFORMATION
Publication
relating to transparency notifications
Mont-Saint-Guibert
(Belgium), June 3, 2024, 10.05pm CET / 4.05pm ET – In accordance with article 14 of the Act of 2 May 2007
on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received four transparency notifications
as detailed below.
FMR LLC
On May 30, 2024, Nyxoah received a transparency
notification from FMR LLC following the crossing above the 3% threshold on May 28, 2024. As of such date, FMR LLC (together with
its controlled undertakings) held 1,698,402 voting rights, consisting of 1,613,888 shares and 84,514 equivalent financial instruments,
representing 4.99% of the total number of voting rights on May 28, 2024 (34,060,390).
The notification dated May 30, 2024 contains
the following information:
| · | Reason for the notification: acquisition or disposal of voting securities or voting rights |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: FMR LLC (with address at The Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, U.S.A.) |
| · | Date on which the threshold was crossed: May 28, 2024 |
| · | Threshold that is crossed: 3% |
| A) Voting rights |
Previous notification |
After the transaction |
| |
# of voting rights |
# of voting rights |
% of voting rights |
| Holders of voting rights |
|
Linked to
securities |
Not linked to
the securities |
Linked to
securities |
Not linked to
the securities |
| FMR LLC |
0 |
0 |
|
0.00% |
|
| FIAM LLC |
0 |
258 |
|
0.00% |
|
| Fidelity Management & Research Company LLC |
0 |
1,613,630 |
|
4.74% |
|
| Subtotal |
|
1,613,888 |
|
4.74% |
|
| |
TOTAL |
1,613,888 |
0 |
4.74% |
0.00% |
| B) Equivalent financial instruments |
After the transaction |
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
Settlement |
| Fidelity Management & Research Company LLC |
Stock Loan |
|
|
84,514 |
0.25% |
physical |
| |
TOTAL |
|
|
84,514 |
0.25% |
|
| |
TOTAL (A & B) |
# of voting rights |
% of voting rights |
|
| |
|
|
|
1,698,402 |
4.99% |
|
| |
|
|
|
|
|
|
| · | Full chain of controlled undertakings through which the holding is effectively held: FIAM LLC is
controlled by FIAM Holdings LLC. FIAM Holdings LLC, Fidelity Management & Research Company LLC are controlled by FMR LLC. FMR
LLC is not a controlled undertaking. |
| · | Additional information: The holdings attributed to the entities mentioned above arise from holdings
of various undertakings for collective investment that are managed by FIAM LLC, Fidelity Management & Research Company LLC, each
of which are entities that are subsidiaries of and controlled by FMR LLC. The entities mentioned above are the discretionary investment
managers and exercise the voting rights at their discretion in the absence of specific instructions. |
BlackRock, Inc.
On June 3, 2024, Nyxoah received a transparency
notification from BlackRock, Inc. following the crossing above the 3% threshold on May 28, 2024. As of such date, BlackRock, Inc.
(together with its controlled undertakings) held 1,116,429 voting rights, consisting of 1,097,929 shares and 18,500 equivalent financial
instruments, representing 3.28% of the total number of voting rights on May 28, 2024 (34,060,390).
The notification dated May 29, 2024 contains
the following information:
| · | Reason for the notification: acquisition or disposal of voting securities or voting rights |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: |
| - |
| BlackRock, Inc. (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) |
| - |
| BlackRock Advisors, LLC (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.) |
| - |
| BlackRock Fund Advisors (with address at 400 Howard Street, San Francisco, CA, 94105, U.S.A.) |
| - |
| BlackRock Investment Management (UK) Limited (with address at 12 Throgmorton Avenue, London, EC2N 2DL,
U.K.) |
| - |
| BlackRock Investment Management, LLC (with address at 1 University Square Drive, Princeton, NJ, 8540,
U.S.A.) |
| · | Date on which the threshold was crossed: May 28, 2024 |
| · | Threshold that is crossed: 3% |
| A) Voting rights |
Previous
notification |
After the transaction |
| |
# of voting rights |
# of voting rights |
% of voting rights |
| Holders of voting rights |
|
Linked to
securities |
Not linked to
the securities |
Linked to
securities |
Not linked to
the securities |
| BlackRock, Inc. |
|
0 |
|
0.00% |
|
| BlackRock Advisors, LLC |
|
1,071,561 |
|
3.15% |
|
| BlackRock Fund Advisors |
|
46 |
|
0.00% |
|
| BlackRock Investment Management (UK) Limited |
|
1,080 |
|
0.00% |
|
| BlackRock Investment Management, LLC |
|
25,242 |
|
0.07% |
|
| Subtotal |
|
1,097,929 |
|
3.22% |
|
| |
TOTAL |
1,097,929 |
0 |
3.22% |
0.00% |
| B) Equivalent financial instruments |
After the transaction |
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
Settlement |
| BlackRock Advisors, LLC |
Securities Lent |
|
|
17,600 |
0.05% |
physical |
| BlackRock Fund Advisors |
Securities Lent |
|
|
900 |
0.00% |
physical |
| |
TOTAL |
|
|
18,500 |
0.05% |
|
| |
TOTAL (A & B) |
# of voting rights |
% of voting rights |
|
| |
|
|
|
1,116,429 |
3.28% |
|
| |
|
|
|
|
|
|
| · | Full chain of controlled undertakings through which the holding is effectively held: |
BlackRock, Inc.
Trident Merger,
LLC
BlackRock Investment
Management, LLC
BlackRock, Inc.
BlackRock Holdco
2, Inc.
BlackRock Financial
Management, Inc.
BlackRock International
Holdings, Inc.
BR Jersey International
Holdings L.P.
BlackRock Holdco
3, LLC
BlackRock Cayman
1 LP
BlackRock Cayman
West Bay Finco Limited
BlackRock Cayman
West Bay IV Limited
BlackRock Group
Limited
BlackRock Finance
Europe Limited
BlackRock Investment
Management (UK) Limited
BlackRock, Inc.
BlackRock Holdco
2, Inc.
BlackRock Financial
Management, Inc.
BlackRock Holdco
4, LLC
BlackRock Holdco
6, LLC
BlackRock Delaware
Holdings Inc.
BlackRock Fund
Advisors
BlackRock, Inc.
BlackRock Holdco
2, Inc.
BlackRock Financial
Management, Inc.
BlackRock Capital
Holdings, Inc.
BlackRock Advisors,
LLC
| · | Additional information: The disclosure obligation arose due to voting rights attached to shares
for BlackRock, Inc. going above 3%. Additionally, total holdings for BlackRock, Inc. went above 3%. The disclosure obligation
arose due to voting rights attached to shares for BlackRock Advisors, LLC going above 3%. Additionally, total holdings for BlackRock Advisors,
LLC went above 3%. |
Together Partnership
On June 3, 2024, Nyxoah received a transparency
notification from Together Partnership following the passive crossing below the 10% threshold on May 28, 2024. As of such date, Together
Partnership held 2,940,258 shares, representing 8.63% of the total number of voting rights on May 28, 2024 (34,060,390).
The notification dated June 3, 2024 contains
the following information:
| · | Reason for the notification: passive crossing of a threshold |
| · | Notification by: a person that notifies alone |
| · | Persons subject to the notification requirement: Together Partnership (with address at Van Putlei
31, 2018 Antwerp, Belgium) |
| · | Date on which the threshold was crossed: May 28, 2024 |
| · | Threshold that is crossed: 10% |
| A) Voting rights |
Previous
notification |
After the transaction |
| |
# of voting rights |
# of voting rights |
% of voting rights |
| Holders of voting rights |
|
Linked to
securities |
Not linked to
the securities |
Linked to
securities |
Not linked to
the securities |
| Together Partnership |
2,948,285 |
2,940,258 |
|
8.63% |
|
| |
TOTAL |
2,940,258 |
0 |
8.63% |
0.00% |
| · | Full chain of controlled undertakings through which the holding is effectively held: Together Partnership
is not a controlled entity. |
Gilde Healthcare Holding BV and Gilde Healthcare III Management
BV
On May 31, 2024, Nyxoah received a transparency
notification from Gilde Healthcare Holding BV and Gilde Healthcare III Management BV following the passive crossing below the 10% threshold
on May 28, 2024. As of such date, Gilde Healthcare Holding BV and Gilde Healthcare III Management BV (together with their controlled
undertakings) held 2,936,890 shares, representing 8.62% of the total number of voting rights on May 28, 2024 (34,060,390).
The notification dated May 31, 2024 contains
the following information:
| · | Reason for the notification: passive crossing of a threshold |
| · | Notification by: a parent undertaking or a controlling person |
| · | Persons subject to the notification requirement: |
| - |
| Gilde Healthcare Holding BV (with address at Stadsplateau 36, 3521 AZ Utrecht, the Netherlands) |
| - |
| Gilde Healthcare III Management BV (with address at Stadsplateau 36, 3521 AZ Utrecht, the Netherlands) |
| · | Date on which the threshold was crossed: May 28, 2024 |
| · | Threshold that is crossed: 10% |
| A) Voting rights |
Previous
notification |
After the transaction |
| |
# of voting rights |
# of voting rights |
% of voting rights |
| Holders of voting rights |
|
Linked to
securities |
Not linked to
the securities |
Linked to
securities |
Not linked to
the securities |
| Gilde Healthcare Holding BV |
0 |
0 |
|
0.00% |
|
| Gilde Healthcare III Management BV |
3,153,822 |
2,936,890 |
|
8.62% |
|
| Subtotal |
3,153,822 |
2,936,890 |
|
8.62% |
|
| |
TOTAL |
2,936,890 |
0 |
8.62% |
0.00% |
| · | Full chain of controlled undertakings through which the holding is effectively held: Gilde Healthcare
III Management BV is controlled by Gilde Healthcare Holding BV. Gilde Healthcare Holding BV is not a controlled entity. |
| · | Additional information: Cooperatieve Gilde Healthcare III Sub-Holding UA and Cooperatieve Gilde
Healthcare III Sub-Holding 2 UA hold the shares in Nyxoah. Gilde Healthcare III Management BV is the management company of these 2 entities,
that in the absence of specific instructions can exercise the voting rights at its discretion. |
*
* *
Contact:
Nyxoah
David DeMartino, Chief Strategy Officer
IR@nyxoah.com
Exhibit 99.2
REGULATED INFORMATION
Information
on the total number of voting rights and shares
Mont-Saint-Guibert
(Belgium), June 3, 2024, 10:15 pm CET / 4:15 pm ET – In accordance with article 15 of the Law of 2 May 2007
on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels and Nasdaq: NYXH) publishes the below information following
the issue of new shares.
| · | Share capital: EUR 5,902,793.43 |
| · | Total number of securities carrying voting rights: 34,360,390 (all ordinary
shares) |
| · | Total number of voting rights (= denominator): 34,360,390 (all relating to
ordinary shares) |
| · | Number of rights to subscribe to securities carrying voting rights not yet
issued: |
| o | 100 “2018 ESOP Warrants” issued on December 12, 2018, entitling their holders to subscribe
to a total number of 50,000 securities carrying voting rights (all ordinary shares); |
| o | 400,500 “2020 ESOP Warrants” issued on February 21, 2020, entitling their holders to
subscribe to a total number of 400,500 securities carrying voting rights (all ordinary shares); and |
| o | 1,070,500 “2021 ESOP Warrants” issued on September 8, 2021, entitling their holders to
subscribe to a total number of 1,070,500 securities carrying voting rights (all ordinary shares); and |
| o | 700,000 “2022 ESOP Warrants” issued on December 28, 2022, entitling their holders to
subscribe to a total number of 700,000 securities carrying voting rights (all ordinary shares). |
*
* *
Contact:
Nyxoah
David DeMartino, Chief Strategy Officer
IR@nyxoah.com
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