22.05.2024 22:05:07 - dpa-AFX: GNW-Adhoc: Nyxoah Announces Proposed Offering of Ordinary Shares
REGULATED INFORMATION
INSIDE 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 59(th) Street, 6(th) 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.
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
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