6-K

MDxHealth SA (MDXH)

6-K 2025-09-16 For: 2025-09-15
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number 001-40996

MDXHEALTH SA

(Translation of registrant’s name into English)


CAP Business Center

Zone Industrielle des Hauts-Sarts

4040 Herstal, Belgium

+32 4 257 70 21

(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 ☒ Form 40-F ☐

MDXHEALTH SA

On September 15, 2025, MDxHealth SA (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1.

The information in the attached Exhibit 99.1is 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 incorporatedby reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwiseset forth herein or as shall be expressly set forth by specific reference in such a filing.

Exhibit No. Description of Exhibit
99.1 Press Release, dated September 15, 2025
1

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.

MDXHEALTH SA
Date: September 15, 2025 By: /s/ Michael McGarrity
Name: Michael McGarrity
Title: Chief Executive Officer

2

Exhibit 99.1

Mdxhealth Announces Closing of Exosome DiagnosticsAcquisition from Bio-Techne


IRVINE, CA, and HERSTAL, BELGIUM – September 15, 2025 (GlobeNewswire) – MDxHealth SA (NASDAQ: MDXH) (the "Company" or "mdxhealth"), a leading precision diagnostics company, today announced the closing of the ExoDx business acquisition from Bio-Techne Corporation, which includes the ExoDx Prostate test.

Acquisitionof ExoDx Business

On August 5, 2025, mdxhealth signed a definitive agreement to acquire Exosome Diagnostics, Inc. from Bio-Techne, including the ExoDx Prostate (EPI) test, CLIA-certified clinical laboratory and related assets. Total consideration for the acquisition is $15 million, with $5 million in stock paid at closing and $2.5 million to be paid annually over the following 4 years with 50% in cash and 50% in cash or stock at mdxhealth’s discretion.

XMS Capital Partners acted as sole financial advisor and K&L Gates acted as lead legal counsel to the Company for this acquisition; Baker McKenzie served as lead legal counsel for Belgian corporate matters.

About mdxhealth


Mdxhealth is a leading precision diagnostics company that provides actionable molecular information to personalize patient diagnosis and treatment. The Company’s tests are based on proprietary genomic, epigenetic (methylation), exosomal and other molecular technologies and assist physicians with the diagnosis and prognosis of urologic cancers and other urologic diseases. The Company’s U.S. headquarters and laboratory operations are in Irvine, California, with additional laboratory operations in Waltham, Massachusetts and Plano, Texas. European headquarters are in Herstal, Belgium. For more information, visit mdxhealth.com and follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.

Forward-Looking Statement: Thispress release contains forward-looking statements and estimates with respect to the anticipated future performance of MDxHealth and themarket in which it operates, all of which involve certain risks and uncertainties. These statements are often, but are not always, madethrough the use of words or phrases such as “potential,” “expect,” “will,” “goal,” “next,”“potential,” “aim,” “explore,” “forward,” “future,” and “believes”as well as similar expressions. Forward-looking statements contained in this release include, but are not limited to, statements regardingexpected future operating results; our strategies, positioning, resources, capabilities and expectations for future events or performance;and the anticipated timing and benefits of our acquisitions, including estimated synergies and other financial impacts. Such statementsand estimates are based on assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemedreasonable but may not prove to be correct. Actual events are difficult to predict, may depend upon factors that are beyond the company’scontrol, and may turn out to be materially different. Examples of forward-looking statements include, among others, statements we makeregarding expected future operating results, product development efforts, our strategies, positioning, resources, capabilities and expectationsfor future events or performance. Important factors that could cause actual results, conditions and events to differ materially from thoseindicated in the forward-looking statements include, among others, the following: our ability to successfully and profitably market ourproducts; the acceptance of our products and services by healthcare providers; our ability to achieve and maintain adequate levels ofcoverage or reimbursement for our current and future solutions we commercialize or may seek to commercialize; the willingness of healthinsurance companies and other payers to cover our products and services and adequately reimburse us for such products and services; ourability to obtain and maintain regulatory approvals and comply with applicable regulations; timing, progress and results of our researchand development programs; the period over which we estimate our existing cash will be sufficient to fund our future operating expensesand capital expenditure requirements; our ability to remain in compliance with financial covenants made to and make scheduled paymentsto our creditors; the possibility that the anticipated benefits from our business acquisitions like our acquisition of the ExoDx businessand Oncotype DX® GPS prostate cancer business will not be realized in full or at all or may take longer to realize than expected;and the amount and nature of competition for our products and services. Other important risks and uncertainties are described in the RiskFactors sections of our most recent Annual Report on Form 20-F and in our other reports filed with the Securities and Exchange Commission.MDxHealth expressly disclaims any obligation to update any such forward-looking statements in this release to reflect any change in itsexpectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless requiredby law or regulation. This press release does not constitute an offer or invitation for the sale or purchase of securities or assets ofMDxHealth in any jurisdiction. No securities of MDxHealth may be offered or sold within the United States without registration under theU.S. Securities Act of 1933, as amended, or in compliance with an exemption therefrom, and in accordance with any applicable U.S. securitieslaws.


NOTE: The mdxhealth logo, mdxhealth,Confirm mdx, Select mdx, Resolve mdx, Genomic Prostate Score, Exosome Diagnostics, ExosomeDx, ExoDx, ExoDx Prostate Intelliscore (EPI),and Monitor mdx are trademarks or registered trademarks of MDxHealth SA and its affiliates. The GPS test was formerly known as and isfrequently referenced in guidelines, coverage policies, reimbursement decisions, manuscripts and other literature as Oncotype DX Prostate,Oncotype DX GPS, Oncotype DX Genomic Prostate Score, and Oncotype Dx Prostate Cancer Assay, among others. The Oncotype DX trademark, theBio-Techne trademark, and all other trademarks and service marks, are the property of their respective owners.

For more information:

info@mdxhealth.com

LifeSci Advisors (IR & PR)

John Fraunces

Managing Director

Tel: +1 917 355 2395

Jfraunces@lifesciadvisors.com

ir@mdxhealth.com