Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2023年7月29日 - 4:59AM
Edgar (US Regulatory)
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 July 2023
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 July 28, 2023, Nyxoah SA (the “Company”)
issued two press releases, copies of which are attached hereto as Exhibit 99.1 and 99.2.
The information in the attached Exhibit 99.1
and Exhibit 99.2 are 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.
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NYXOAH SA |
|
|
|
Date: July 28, 2023 |
By: |
/s/ Loic Moreau |
|
Name: |
Loic Moreau |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1857190/000110465923085303/tm2322335d1_eximg001.jpg)
REGULATED INFORMATION
Information on
the total number of voting rights and shares
Mont-Saint-Guibert
(Belgium), July 27, 2023, 10:30 pm CET / 4:30 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 4,924,151.05 |
| · | Total
number of securities carrying voting rights: 28,663,985 (all ordinary shares) |
| · | Total
number of voting rights (= denominator): 28,663,985 (all relating to ordinary shares) |
| · | Number
of rights to subscribe to securities carrying voting rights not yet issued: |
| o | 20 “2016
ESOP Warrants” issued on November 3, 2016, entitling their holders to subscribe
to a total number of 10,000 securities carrying voting rights (all ordinary shares); |
| 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 | 410,500
“2020 ESOP Warrants” issued on February 21, 2020, entitling their holders
to subscribe to a total number of 410,500 securities carrying voting rights (all ordinary
shares); and |
| o | 1,267,000
“2021 ESOP Warrants” issued on September 8, 2021, entitling their holders
to subscribe to a total number of 1,267,000 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). |
*
* *
Contacts:
Nyxoah
David DeMartino,
Chief Strategy Officer
david.demartino@nyxoah.com
+1 310 310 1313
Exhibit 99.2
REGULATED INFOMATION
Publication relating
to a transparency notification
Mont-Saint-Guibert
(Belgium), July 27, 2023, 10.30pm CET / 4.30pm 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 a rectification of an earlier
transparency notification.
On July 25,
2023, Nyxoah received the rectification of the April 16, 2023 transparency notification that it had received from ResMed Inc. in
relation to the upward crossing of the 5% threshold by ResMed Inc. on March 30, 2023. The correction relates to the number of shares
and the percentage of voting rights held by ResMed Inc. on March 30, 2023: ResMed Inc. held 1,619,756 shares, representing 5.73%
of the total number of voting rights (and not 1,499,756 shares or 5.30% of the voting rights as stated in the April 2023 notification).
The notification
dated July 17, 2023 contains the following information:
| · | Reason
for the notification: acquisition or disposal of voting securities or voting rights |
| · | Notification
by: a person that notifies alone |
| · | Persons
subject to the notification requirement: ResMed Inc., 9001 Spectrum Center Boulevard, San
Diego, CA 92123, USA |
| · | Date
on which the threshold was crossed: March 30, 2023 |
| · | Threshold
that is crossed: 5% |
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 |
ResMed Inc. |
794,235 |
1,619,756 |
|
5.73% |
|
|
TOTAL |
1,619,756 |
0 |
5.73% |
0.00% |
| · | Chain
of controlled undertakings through which the holding is effectively held: No indirect holding
of voting securities. ResMed Inc. is not a controlled entity. |
*
* *
Contact:
Nyxoah
David DeMartino, Chief Strategy Officer
david.demartino@nyxoah.com
+1 310 310 1313
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