23.05.2024 15:59:31 - dpa-AFX: GNW-Adhoc: Nyxoah Announces Pricing of Offering
REGULATED INFORMATION
INSIDE 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
59(th) Street, 6th Floor, New York, New York 10022; email: prospectus@cantor.com
(mailto: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 Nyxoah
Nyxoah 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 information
The 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 Information
No 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 EUR100,000 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:
Nyxoah
David DeMartino, Chief Strategy Officer
IR@nyxoah.com
Â