REGULATED
INFORMATIONINSIDE INFORMATION
Nyxoah Announces Proposed Offering of
Ordinary Shares
Mont-Saint-Guibert, Belgium – May 22,
2024, 10:05pm CET / 4:05pm 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 commencement of a proposed
underwritten public offering in the United States, which may
include shares sold in a private offering to certain qualified or
institutional investors outside the United States, including within
the European Union. All of the ordinary shares are being offered by
Nyxoah and there are no selling stockholders in the proposed
offering. In addition, Nyxoah expects to grant the underwriters a
30-day option to purchase additional ordinary shares in an amount
of up to 15% of the number of shares sold in the offering. The
proposed offering is subject to market and other conditions, and
there can be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the offering.
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 will be
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. A preliminary prospectus supplement will be
filed with the SEC and the accompanying prospectus relating to and
describing the terms of the offering will be and are available on
the SEC’s website at www.sec.gov. Copies of the preliminary
prospectus supplement, when available, and the accompanying
prospectus 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.
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 StatementsThis
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 Officer
IR@nyxoah.com
- 1. ENGLISH_Financing Launch Press Release - May 2024
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