MDxHealth SA 6-K, filed Nov 15, 2021
MDxHealth SA (MDXH)
About this 6-K
MDxHealth SA filed this 6-K on November 15, 2021.
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 November 2021
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 ☐
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.
MDXHEALTH SA
On November 15, 2021, 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 99.1 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 they 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.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated November 15, 2021. |
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: November 15, 2021 | By: | /s/ Michael McGarrity | |
| Name: | Michael McGarrity | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
NEWS RELEASE – REGULATED INFORMATION
15 November 2021, 11:00 p.m. CET
MDxHealth Shareholder Transparency Declarations
IRVINE, CA, and HERSTAL, BELGIUM – 15 November 2021 – MDxHealth SA (Nasdaq and Euronext Brussels: MDXH) (the “Company” or “MDxHealth”), a commercial-stage precision diagnostics company, announces today in accordance with Article 14 of the Belgian Act of 2 May 2007 on the disclosure of important participations in issuers of which shares are admitted to trading on a regulated market and regarding miscellaneous provisions (the “Belgian Transparency Act”), that it received the following notifications of significant shareholdings.
MDxHealth was notified that the number of shares with respect to which Bleichroeder LP can exercise voting rights actively crossed above the threshold of 10% of the outstanding shares and voting rights of MDxHealth on 4 November 2021. Notably, it follows from the notification that an aggregate of 21,783,330 shares of MDxHealth, representing 13.97% of the 155,969,226 outstanding shares and voting rights of MDxHealth (taking into account the capital increase that was announced on 4 November 2021 and that was completed on 8 November 2021), is held through the following entities: 21 April Fund LP (5,266,830 shares), 21 April Fund LTD (13,599,830 shares), Hill Family Alternative Investments LLC (2,500,000 shares), and White Clover SA (416,670 shares) (the “Funds”). The notification also stated that the voting rights attached to the shares are exercised on behalf of the Funds by the investment adviser Bleichroeder LP, a Delaware limited partnership, at its discretion, in the absence of specific instructions, that Bleichroeder Holdings LLC, a Delaware limited liability company, is the general partner of Bleichroeder LP, that, as the general partner, Bleichroeder Holdings LLC holds control over voting rights of Bleichroeder LP, and that Bleichroeder Holdings LLC is not a controlled entity.
MDxHealth was notified that the number of shares with respect to which Soleus Capital Management, L.P. can exercise voting rights actively crossed below the threshold of 5% of the outstanding shares and voting rights of MDxHealth on 5 November 2021. Notably, it follows from the notification that 5,829,261 shares of MDxHealth, representing 4.92% of 118,469,226 outstanding shares and voting rights of MDxHealth (which, taking into account the capital increase that was announced on 4 November 2021 and that was completed on 8 November 2021, represents 3.97% of 155,969,226 outstanding shares and voting rights of MDxHealth), are held through Soleus Capital Master Fund, L.P. The notification also stated that the voting rights attached to the shares are exercised by the investment advisor Soleus Capital Management, L.P., a Delaware limited partnership, at its discretion, in the absence of specific instructions, that Soleus Capital Master Fund, L.P. is a limited partnership formed in the Cayman Islands, that Soleus Capital Management, L.P. is controlled by a sole general partner, Soleus GP, LLC, a Delaware limited liability company, and that Soleus GP, LLC is controlled by its sole member, Mr. Guy Levy.
For further information, reference is made to the information published on MDxHealth’s website (http://www.mdxhealth.com/investors/shareholder-information).
Pursuant to the Belgian Transparency Act and the articles of association of the Company, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 3%, 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.
About MDxHealth®
MDxHealth is a commercial-stage precision diagnostics company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of cancer. The Company’s tests are based on proprietary genetic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis of urologic cancers and prognosis of recurrence risk. The Company’s European headquarters are in Herstal, Belgium, with laboratory operations in Nijmegen, The Netherlands, and U.S. headquarters and laboratory operations based in Irvine, California. For more information, visit mdxhealth.com and follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.
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For more information: |
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| MDxHealth | |
| info@mdxhealth.com |
Important information
The MDxHealth logo, MDxHealth, ConfirmMDx and SelectMDx are trademarks or registered trademarks of MDxHealth SA. All other trademarks and service marks are the property of their respective owners.