Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 October 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 October 9, 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 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

99.1	Press Release, dated October 9, 2024
99.2	Press Release, dated October 9, 2024

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: October 9, 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), October 9, 2024, 10:30 pm CET / 4:30 pm 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 transparency notification as detailed below.

BlackRock, Inc.

On October 7, 2024, Nyxoah received a transparency notification from BlackRock, Inc. and related persons following a change to BlackRock’s group structure. Based on the notification, BlackRock, Inc. (together with its controlled undertakings) holds 1,116,421 voting rights, consisting of 1,032,521 shares and 83,900 equivalent financial instruments, representing 3.25% of the total number of voting rights on October 1, 2024 (34,389,015).

The notification dated October 3, 2024 contains the following information:

	·	Reason for the notification: acquisition or disposal of the control of an undertaking that holds a participating interest in an issuer
	·	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: October 1, 2024
	·	Threshold that is crossed: 3%
	·	Denominator: 34,389,015

Notified details:

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		0.00%
BlackRock Advisors, LLC	1,016,861	1,006,161		2.93%
BlackRock Fund Advisors	46	46		0.00%
BlackRock Investment Management (UK) Limited	1,080	1,080		0.00%
BlackRock Investment Management, LLC	25,234	25,234		0.07%
Subtotal	1,043,221	1,032,521		3.00%
	TOTAL	1,032,521	0	3.00%	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			83,000	0.24%	physical
BlackRock Fund Advisors	Securities Lent			900	0.00%	physical
	TOTAL			83,900	0.24%

	TOTAL (A & B)			# of voting rights	% of voting rights
				1,116,421	3.25%

Full chain of controlled undertakings through which the holding is effectively held:

BlackRock, Inc.

BlackRock Finance, Inc.

Trident Merger, LLC

BlackRock Investment Management, LLC

BlackRock, Inc.

BlackRock Finance, 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 Finance, 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 Finance, Inc.

BlackRock Holdco 2, Inc.

BlackRock Financial Management, Inc.

BlackRock Capital Holdings, Inc.

BlackRock Advisors, LLC

Additional information: As a result of the acquisition of Global Infrastructure Partners, there has been a change to BlackRock’s group structure. Upon the close of the transaction, BlackRock, Inc. was renamed BlackRock Finance, Inc. and a NewCo became the publicly listed company with the name BlackRock, Inc.

*      *

Contact:
Nyxoah
Loic Moreau, CFO
IR@nyxoah.com

Exhibit 99.2

REGULATED INFORMATION

Information on the total number of voting rights and shares

Mont-Saint-Guibert (Belgium), October 9, 2024, 10:35 pm CET / 4:35 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 6,423,111.21
	·	Total number of securities carrying voting rights: 37,389,015 (all ordinary shares)
	·	Total number of voting rights (= denominator): 37,389,015 (all relating to ordinary shares)
	·	Number of rights to subscribe to securities carrying voting rights not yet issued: 2,039,481 (all granted subscription rights; this number excludes 643,394 subscription rights that were issued but not yet granted)