MDXH 0001213900-26-089082 6-K Filing: Aug 13, 2026

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 August 2026

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 August 11, 2026, MDxHealth SA (the “Company”) entered into Securities Purchase Agreements with (the “Securities Purchase Agreements”) with several institutional investors for the issuance and sale of an aggregate of 44,052,862 of the Company’s ordinary shares, no nominal value (the “ordinary shares”), at a purchase price per share of $0.454 (the “Registered Direct Offering”).The ordinary shares were offered directly to the investors without a placement agent, underwriters, broker or dealer.

The Registered Direct Offering closed on August 13, 2026. The net proceeds from the offering, before deducting the offering expenses payable by the Company, were approximately $20.0 million. The Company intends to use the net proceeds for working capital and general corporate purposes, including to fund the Company’s product development efforts and expansion of its commercialization activities.

The Securities Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

The ordinary shares were offered by the Company pursuant to a “shelf” registration statement onForm F-3 (File No. 333-292463) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2025 and amended on February 11, 2026 and declared effective by the SEC on February 11, 2026. The ordinary shares issued in the Registered Direct Offering were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

The foregoing summary of the Securities Purchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the form of Securities Purchase Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein. A copy of the opinion of Baker McKenzie BV/SRL relating to the legality of the ordinary shares to be issued in the Registered Direct Offering is filed as Exhibit 5.1 hereto.

On August 13, 2026, the Company amended its Articles of Association to account for a capital increase of 44,052,862 new shares. A copy of the English translation of the amended Articles of Association as of August 13, 2026 is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The post-Registered Direct Offering total number of outstanding ordinary shares of the Company will be 95,417,382.

Incorporation by Reference

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-280606 and File No. 333-292463) and Form S-8 (File No. 333-294873), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 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 it 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
3.1	Articles of Association of MDxHealth SA, as of August 13, 2026 (English Translation)
5.1	Opinion of Baker McKenzie BV/SRL
10.1	Form of Securities Purchase Agreement
23.1	Consent of Baker McKenzie BV/SRL (included in Exhibit 5.1)

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: August 13, 2026	By:	/s/ Michael McGarrity
		Name:	Michael McGarrity
		Title:	Chief Executive Officer

Exhibit 3.1

Free English translation – for information purposes only

MDxHealth

Abbreviated: MDxH

Public limited liability company (société anonyme)

Registered office: 4040 Herstal, rue d’Abhooz 31, CAP Business Center, Zone

Industrielle des Hauts-Sarts

Company number: VAT BE 0479.292.440

COORDINATED ARTICLES OF ASSOCIATION AS AT August 13, 2026

Company incorporated by deed given before notary public Jean-Philippe Lagae at Brussels on January 10, 2003, as published in the Annexes of the Belgian Official Gazette on January 23 thereafter under number 03010994.

The articles of association were amended on February 7, 2003, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on March 6 thereafter under number 03028086.

The articles of association were amended on June 30, 2003, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on August 5 thereafter under number 03084014.

The articles of association were amended on September 30, 2003, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on October 31 thereafter under number 030114608.

The articles of association were amended on May 12, 2004, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on June 4 thereafter under number 04082179.

The articles of association were amended on June 30, 2004, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on July 24 thereafter under number 04109754.

The articles of association were amended on October 28, 2005, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on November 17 thereafter under number 05164784.

The articles of association were amended on March 22, 2006, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on April 10 thereafter under number 06064934.

The articles of association were amended on March 31, 2006, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on May 2 thereafter under number 06075354.

The articles of association were amended on May 23, 2006, by minutes produced by notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on June 19 thereafter under number 06098642.

Free English translation – for information purposes only

The articles of association were amended on June 30, 2006, by deed given before notary public Jean-Philippe Lagae at Brussels, as published in the Annexes of the Belgian Official Gazette on July 19 thereafter under number 06117924.

The articles of association were amended on April 18, 2007, by minutes produced by notary public Jean-Philippe Lagae at Brussels, published in the Annexes of the Belgian Official Gazette on May 24, 2007 under number 07073858.

The articles of association were amended on October 19, 2007, by deed given before notary public Jean-Philippe Lagae at Brussels, published in the Annexes of the Belgian Official Gazette on November 6, 2007 under number 07160150.

The articles of association were amended on October 25, 2007, by deed given before notary public Jean-Philippe Lagae at Brussels, published in the Annexes of the Belgian Official Gazette on November 9, 2007 under number 07162369.

The articles of association were amended on April 24, 2008, by deed given before notary public Jean-Philippe Lagae at Brussels, published in the Annexes of the Belgian Official Gazette on May 13 following under number 08069822.

The articles of association were amended on May 30, 2008, by deed given before notary public Paul-Arthur Coëme, at Liège, deputizing for notary public Jean-Philippe Lagae, at Brussels, published in the Annexes of the Belgian Official Gazette on June 25, 2008 under number 08093577.

The articles of association were amended on November 5, 2008, by deed given before notary public Jean-Philippe Lagae, at Brussels, published in the Annexes of the Belgian Official Gazette on November 25, 2008, under number 08183262.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on December 15, 2008 and deed given before notary public Jean-Philippe Lagae, at Brussels, on December 18, 2008 published in the Annexes of the Belgian Official Gazette on January 12, 2009, under number 09006273.

The articles of association were amended on April 17, 2009, by minutes produced by notary public Jean-Philippe Lagae, at Brussels, published in the Annexes of the Belgian Official Gazette on May 5, 2009 under number 09063303.

The articles of association were amended by minutes produced by notary public Paul-Arthur Cöeme, at Liège, deputizing for notary public Jean-Philippe Lagae, at Brussels, on June 21, 2010, published in the Annexes of the Belgian Official Gazette on July 13, 2010, under number 10103164.

The articles of association were amended by minutes produced by notary public Anne Michel, associated notary public of the civil company under the form of a private limited liability company “Michel COËME & Anne MICHEL, Notaires Associés”, whose registered office is at 4420 Liège (Tilleur), deputizing for notary public Jean-Philippe Lagae, at Brussels, on October 5, 2010, published in the Annexes of the Belgian Official Gazette on October 26, 2010, under number 10157274.

The articles of association were amended by minutes produced by notary public Anne Michel, associated notary public of the civil company under the form of a private limited liability company “Michel COËME & Anne MICHEL, Notaires Associés”, whose registered office is at 4420 Liège (Tilleur), deputizing for notary public Jean-Philippe Lagae, at Brussels, on February 18, 2011, published in the Annexes of the Belgian Official Gazette on March 8, 2011, under number 11301665, respectively on March 18, 2011 under number 11301876.

Free English translation – for information purposes only

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on April 4, 2011 and by deed received by notary public Jean-Philippe Lagae, at Brussels, on April 8, 2011, published in the Annexes of the Belgian Official Gazette on April 29, 2011 under number 11065384.

The articles of association were amended by minutes produced by notary public Anne Michel, associated notary public of the civil company under the form of a private limited liability company “Michel COËME & Anne MICHEL, Notaires Associés”, whose registered office is at 4420 Liège (Tilleur), deputizing for notary public Jean-Philippe Lagae, at Brussels, on June 21, 2011, published in the Annexes of the Belgian Official Gazette on July 29, 2011 under number 11117127.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on June 15, 2012, published in the Annexes of the Belgian Official Gazette on June 27, 2012 under number 12113155.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on June 28, 2012, and by deed received by notary public Jean-Philippe Lagae, at Brussels, on July 4, 2012, published in the Annexes of the Belgian Official Gazette on July 23, 2012 under number 12129274.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on June 25, 2013, published in the Annexes of the Belgian Official Gazette on July 15, 2013 under number 13108665.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on May 31, 2013, and by deed received by notary public Jean-Philippe Lagae, at Brussels, on June 27, 2013, published in the Annexes of the Belgian Official Gazette on July 22, 2013 under number 13113354.

The articles of association were rectified by deed given before notary public Jean-Philippe Lagae, at Brussels, on July 19, 2013, published in the Annexes of the Belgian Official Gazette on August 2, 2013 under number 13121263.

The articles of association were amended by deed given before Notary Jean-Philippe Lagae at Brussels on October 14, 2013, published in the Annexes of the Belgian Official Gazette on November 7, 2013 under number 13168649.

The articles of association were amended by minutes produced by notary public Jean-Philippe Lagae, at Brussels, on November 4, 2014, and by deed received by notary public Jean-Philippe Lagae, at Brussels, on November 7, 2014, published in the Annexes of the Belgian Official Gazette on December 2, 2014 under number 14216009.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on April 30, 2015, published in the Annexes of the Belgian Official Gazette on May 29, 2015 under number 15075852.

The articles of association were amended by minutes produced by notary public Kim Lagae, at Brussels, on June 23, 2015 and deed received by notary public Kim Lagae, at Brussels, on June 26, 2015, published in the Annexes of the Belgian Official Gazette on July 22, 2015 under number 15105340.

Free English translation – for information purposes only

The articles of association were amended by minutes produced by notary public Kim Lagae, at Brussels, on September 18, 2015, under number 15147487.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on November 27, 2015, published in the Annexes of the Belgian Official Gazette on December 24, 2015 under number 15179835.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on May 19, 2016, published in the Annexes of the Belgian Official Gazette on June 16, 2016 under number 1682608.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on June 20, 2016, published in the Annexes of the Belgian Official Gazette on July 22, 2016 under number 16103134.

The articles of association were amended by minutes produced by notary public Kim Lagae, at Brussels, on November 2, 2016, and by deed received by notary public Kim Lagae, at Brussels, on November 7, 2016, under publication.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on November 10, 2016, published in the Annexes of the Belgian Official Gazette on November 30, 2016 under number 16164007.

The articles of association were amended by deed received by notary public Kim Lagae, at Brussels, on May 5, 2017, published in the Annexes of the Belgian Official Gazette on May 30,2017 under number 1707858.

The articles of association were amended by minutes produced by notary public Kim Lagae, at Brussels, on June19, 2017, published in the Annexes of the Belgian Official Gazette on July 10, 2017 under number 17098472.

The articles of association were amended by minutes produced by notary public Kim Lagae, at Brussels, on March 26, 2018, published in the Annexes of the Belgian Official Gazette on April 13, 2018 under number 18061173.

The articles of association were amended by minutes produced by notary public Dirk Delbaere, at Brussels, on September 25, 2019, published in the Annexes of the Belgian Official Gazette on October 22, 2019 under number 19340113.

The articles of association were amended by minutes produced by notary public Stijn Raes, at Brussels, on May 15, 2020, published in the Annexes of the Belgian Official Gazette on May 20, 2019 under number 20322625.

The articles of association were amended by minutes produced by notary public Stijn Raes, at Ghent, substituting his colleague the notary Kim Lagae, in Brussels, prevented, on July 30, 2020, an extract of which was published in the Annexes of the Belgian Official Gazette of the following August 3, under the number 20335998.

The articles of association were amended by minutes produced by notary public Stijn Raes, at Ghent, on January 26, 2021, an extract of which was published in the Annexes of the Belgian Official Gazette of the following February 24, under the number 21312254.

Free English translation – for information purposes only

The articles of association were amended by minutes produced by notary public Stijn Raes, at Ghent, on May 27, 2021, an extract of which was published in the Annexes of the Belgian Official Gazette of the following June 1, under the number 21333389.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on November 8, 2021, an extract of which was published in the Annexes of the Belgian Official Gazette of the following November 18, under the number 21367651.

The articles of association were amended by minutes produced by notary public Stijn Raes, at Ghent, on May 25, 2022, an extract of which was published in the Annexes of the Belgian Official Gazette of the following June 13, under the number 22337597.

The articles of association were amended by minutes produced by notary public Stijn Raes, at Ghent, on August 11, 2022, an extract of which was published in the Annexes of the Belgian Official Gazette of the following August 22, under the number 22352794.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on February 7, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following March 3, under the number 23319331.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on March 8, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following March 15, under the number 23322594.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on June 30, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following July 7, under the number 23368447.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on October 20, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following October 26, under the number 23415497.

The articles of association were amended by deed received by notary public Emmanuelle Van Hamme, at Ghent, on November 3, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following November 10, under the number 23424357.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on November 13, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of the following November 30, under the number 23441677.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on December 15, 2023, an extract of which was published in the Annexes of the Belgian Official Gazette of January 12, 2024, under the number 24324788.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on September 27, 2024, an extract of which was published in the Annexes of the Belgian Official Gazette of the following October 18, under the number 24437746.

The articles of association were amended by deed received by notary public Emmanuelle Van Hamme, at Ghent, on October 29, 2024, an extract of which was published in the Annexes of the Belgian Official Gazette of the following November 13, under the number 24443052.

The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on October 1, 2025, an extract of which was published in the Annexes of the Belgian Official Gazette of the following October 22, under the number 25364751.

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The articles of association were amended by deed received by notary public Stijn Raes, at Ghent, on May 28, 2026, an extract of which was published in the Annexes of the Belgian Official Gazette of the following June 30, under the number 26340542.

The articles of association were amended by deed received by notary public Emmanuelle Van Hamme, at Ghent, on August 13, 2026, an extract of which was filed for publication in the Annexes of the Belgian Official Gazette.

Free English translation – for information purposes only

TITLE I: FORM - NAME - REGISTERED OFFICE –

CORPORATE PURPOSE - DURATION

Article 1: Name

The company takes the form of a public limited liability company under Belgian law (société anonyme).

It has the name “MDxHealth”, abbreviated “MDxH”.

Article 2: Registered office

The registered office of the company is located in the Walloon Region.

The board of directors may transfer the registered office to elsewhere in Belgium in accordance with applicable law.

The company may also, by simple decision of the board of directors, establish additional administrative offices and business offices, as well as offices and branches in Belgium and abroad.

Article 3: Corporate purpose

The company’s corporate purpose is to engage in Belgium and abroad, in its own name and on behalf of third parties, alone or in collaboration with third parties, in the following activities:

●	All forms of research and development into or involving biological cells and organisms (including gene<br>methylation) and chemical compounds, as well as the industrialization and commercialization of the results thereof;
●	Research and development into biotechnological or derivative products that could have a market value in<br>applications related to human and animal healthcare, diagnostics, pharmacogenomics and therapeutics, based amongst other things on the<br>technology of genetics, genetic engineering and detection, chemistry and cell biology;
---	---
●	Commercialization of the aforementioned products and application domains;
---	---
●	Acquisition, disposal, exploitation, commercialization and management of intellectual property, property<br>and usage rights, trade marks, patents, drawings, licenses and any other form of know how.
---	---

The company is also authorised to engage in all commercial, industrial, financial and real estate transactions which are directly or indirectly related to or which may be beneficial to the achievement of its corporate purpose.

It may, by means of subscription, contribution, merger, collaboration, financial participation or otherwise, take interests or participate in any company, existing or to be incorporated, undertakings, businesses and associations in Belgium or abroad.

The company may manage, re-organize or sell these interests and can also, directly or indirectly, participate in the board of directors, management, control and winding-up of companies, undertakings, business and associations in which it has an interest or a participation.

The company may provide guarantees and security interests for the benefit of these companies, undertakings, businesses and associations, act as their agent or representative, and grant advances, credit, mortgages or other securities.

Article 4: Duration

The company is incorporated indefinitely.

Except in the event of winding-up by court order the company can only be dissolved by the extraordinary general shareholders’ meeting with due observance of the applicable legal provisions relating to the winding-up of companies.

Free English translation – for information purposes only

TITLE II: CAPITAL

Article 5: Share capital

5.1.	Share capital and shares

The share capital of the company is two hundred and twenty-five million four hundred and thirty-five thousand two hundred and seventeen euros and twelve cents (EUR 225,435,217.12).

It is divided into ninety-five million four hundred and seventeen thousand three hundred and eighty-two (95,417,382) shares of no nominal value, each representing the same fraction of the share capital.

The share capital is entirely and unconditionally subscribed and fully paid up.

5.2.	History of share capital

At incorporation, the share capital amounted to sixty-one thousand, five hundred euros (€61,500), represented by two hundred and two thousand, nine hundred and seventy-five (202,975) shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of February 7, 2003, the share capital was increased by three million, nine hundred and forty thousand, five hundred euros (€3,940,500), taking it from sixty-one thousand, five hundred euros (€61,500) to four million, two thousand euros (€4,002,000), by issuing one hundred and ninety-seven thousand and twenty-five (197,025) shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of June 30, 2003, the share capital was increased by six hundred and sixty-six thousand, six hundred and sixty euros (€666,660), taking from four million, two thousand euros (€4,002,000) to four million, six hundred and sixty-eight thousand, six hundred and sixty euros (€4,668,660) by issuing thirty-three thousand, three hundred and thirty-three (33,333) preferred “A” shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of September 30, 2003, the share capital was increased by four million, eight hundred and sixty-six thousand, six hundred and eighty-one euros and nine cents (€4,866,681.09) taking it from four million, six hundred and sixty-eight million, six hundred and sixty euros (€4,668,660) to nine million, five hundred and thirty-five thousand, three hundred and forty-one euros and nine cents (€9,535,341.09) by issuing two hundred and eighteen thousand, one hundred and thirty-nine (218,139) preferred “A” shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of June 30, 2004, the share capital was plus by four million, six hundred and sixty-six thousand, six hundred and eighty euros and forty-eight cents (€4,666,680.48), taking it from nine million, five hundred and thirty-five thousand, three hundred and forty-one euros and nine cents (€9,535,341.09) to fourteen million, two hundred and two thousand, and twenty-one euros and fifty-seven cents (€14,202,021.57) by issuing one hundred and ninety-five thousand, five hundred and four (195,504) preferred “A” shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of October 28, 2005, the share capital was increased by nine million euros (€9,000,000), taking it from fourteen million, two hundred and two thousand, and twenty-one euros and fifty-seven cents (€14,202,021.57) to twenty-three million, two hundred and two thousand and twenty-one euros and fifty-seven cents (€23,202,021.57) by issuing three hundred and seventy-five thousand (375,000) preferred “B” shares, fully paid up in cash.

By resolution of the extraordinary general shareholders’ meeting of March 31, 2006, the share capital was increased by five million, nine hundred and ninety-nine thousand, nine hundred and eighty-eight euros (€5,999,988), taking it from twenty-three million, two hundred and two thousand and twenty-one euros and fifty-seven cents (€23,202,021.57) to twenty-nine million, two hundred and two thousand, and nine euros and fifty-seven cents (€29,202,009.57) by issuing one hundred and ninety-three thousand, five hundred and forty-eight (193,548) preferred “B” shares, fully paid up in cash.

Free English translation – for information purposes only

Following the resolutions of the extraordinary general shareholders’ meeting of May 23, 2006, of which the realization was established by the notarized deed of June 30, 2006, and following the exercise of the “Overallotment Warrant” issued by the extraordinary general shareholders’ meeting of May 23, 2006, of which the exercise was established by the aforementioned deed of June 30, 2006, the share capital was increased by twenty-three million, eight hundred and seventeen thousand, two hundred and five euros (€23,817,205.00) by issuing three million, three hundred and seventy-three thousand, three hundred and thirty-four (3,373,334) new ordinary shares, fully paid-up in cash, and the share capital was reduced by ten million, two hundred and seventeen thousand, eight hundred and nine euros (€10,217,809.00) by absorbing losses without calling in any shares. Following these transactions, the share capital amounted to forty-two million, eight hundred and one thousand, four hundred and five euros and fifty-seven cents (€42,801,405.57).

The deed of April 18, 2007 given before notary Jean-Philippe Lagae, Brussels, records that the share capital was increased by seven hundred and forty-seven thousand, six hundred and sixty-six euros and sixteen cents (€747,666.16) and issuing one hundred and two thousand, five hundred and sixty (182,560) additional shares, fully paid up through contributions in cash, as a result of the exercise of thirty-six thousand, five hundred and twelve (36,512) subscription rights, including nine thousand, nine hundred and thirty-seven (9,937) subscription rights issued by the extraordinary general shareholders’ meeting of May 12, 2004, six thousand, nine hundred (6,900) subscription rights issued by the board of directors on July 12, 2005 and nineteen thousand, six hundred and seventy-five (19,675) subscription rights issued by the extraordinary general shareholders’ meeting of March 22, 2006. Following this transaction, the share capital amounted to forty-three million, five hundred and forty-nine and seventy-one euros and seventy-three cents (€43,549,071.73).

The deed of October 19, 2007 given before notary Jean-Philippe Lagae, Brussels, records that the share capital was increased within the framework of the authorised capital, resolved upon by the board of directors on October 15, 2006, to the value of four million, three hundred and fifty-four thousand, nine hundred and fifty-four euros and two cents (€4,354,954.02) by issuing one million, sixty-three thousand, three hundred and fifty-one (1,063,351) new shares, fully paid up through contribution in cash for a price equal to €10 per share comprising the par value of the existing shares, i.e. €4.0955 per share, plus an issue premium for the balance.

The deed of October 25, 2007 given before notary Jean-Philippe Lagae, Brussels, records that the share capital was increased by two hundred and eight thousand, two hundred and two euros and ninety-three cents (€208,202.93) and issuing fifty thousand, eight hundred and thirty-seven (50,837) shares, fully paid up through contribution in cash as a result of the exercise of ten thousand, four hundred and seventeen (10,417) subscription rights, including two thousand, six hundred and eighty (2,680) subscription rights issued by the extraordinary general shareholders’ meeting of May 12, 2004, three thousand (3,000) subscription rights issued by the board of directors’ meeting of July 12, 2005 and four thousand, four hundred and twenty-five (4,425) subscription rights issued at the extraordinary general shareholders’ meeting of March 22, 2006, one hundred and eighty-seven (187) subscription rights issued by the board of directors on November 8, 2006 and one hundred and twenty-five (125) subscription rights issued by the board of directors on April 18, 2007.

Following this transaction, the share capital amounted to forty-eight million, one hundred and twelve thousand, two hundred and twenty-eight euros and sixty-eight cents (€48,112,228.68).

Free English translation – for information purposes only

The notarized deed of April 24, 2008 given before notary Jean-Philippe Lagae, Brussels, records that the share capital was increased by two hundred and fifty-thousand, three hundred and six euros and ninety-six cents (€250,316.96) and issuing sixty-one thousand, one hundred and twenty (61,120) shares, fully paid up through contribution in cash as a result of the exercise of twelve thousand, two hundred and twenty-four (12,224) subscription rights, including seven thousand, five hundred (7,500) subscription rights issued by the extraordinary general shareholders’ meeting of May 12, 2004 and four thousand, seven hundred and twenty-four (4,724) subscription rights issued at the extraordinary general shareholders’ meeting of March 22, 2006.

Following this transaction, the share capital amounted to forty-eight million, three hundred and sixty-two thousand, five hundred and forty-five euros and sixty-four cents (€48,362,545.64).

The notarized deed of November 5, 2008 drawn up by notary Jean-Philippe Lagae, Brussels, recorded that the share capital was increased by €79,350.31 and the issuance of 19,375 shares, fully paid up through contribution in cash as a result of the exercise of three thousand, eight hundred and seventy-five (3,875) subscription rights, of which 625 subscription rights issued by the extraordinary general shareholders’ meeting of May 12, 2004, 2,500 subscription rights issued by the board of directors on July 12, 2005 and 750 subscription rights issued by the extraordinary general shareholders’ meeting of March 22, 2006.

Following this transaction, the share capital amounted to forty-eight million, four hundred and forty-one thousand, eight hundred and ninety-five euros and ninety-five cents (€48,441,895.95_.

The notarized deed of December 18, 2008, drawn up by notary Jean-Philippe Lagae, Brussels, recorded the increase in the share capital, resolved upon by the board of directors under the powers pertaining to the authorised capital on December 15, 2008, in the amount of €5,458,797.75 through the issuance of 1,332,877 shares, fully paid up through contribution in cash for a price equal to €6.29 per share comprising the par value of the existing shares, i.e. €4.0955 per share, plus an issue premium for the balance.

The notarized deed of April 17, 2009, drawn up by notary Jean-Philippe Lagae, Brussels, recorded the increase of the share capital in the amount of € 100,503.37 by issuing 24,540 shares, fully paid up through contribution in cash as a result of the exercise of 4,908 subscription rights, of which 4,508 subscription rights issued by the extraordinary general shareholders’ meeting of May 12, 2004, and 400 subscription rights issued by the extraordinary general shareholders’ meeting of March 22, 2006.

Following this transaction, the share capital amounted to €54,001,197.27.

The extraordinary general shareholders’ meeting of June 21, 2010, resolved to formally reduce the share capital by incorporating (and expunging) the (accumulated) losses, without reducing the total number of issued and outstanding shares, by €43,483,535.37 to reduce the share capital to €10,517,661.90.

Pursuant to the notarized deed of April 8, 2011, drawn up by notary Jean-Philippe Lagae, Brussels, it was recorded that the share capital was increased as resolved upon by the board of directors under the powers pertaining to the authorised capital on April 4, 2011, to the value of four million, three hundred and thirty-six thousand, eight hundred and sixty-five euros and ninety-six cents (€4,336,865.96) by issuing 5,436,713 new shares, fully paid up through contribution in cash, for a price of €1.50 per share comprising the par value of the existing shares, i.e. €0.7977 per share, plus an issue premium for the balance.

Pursuant to the notarized deed of July 4, 2012, given before notary Jean-Philippe Lagae, Brussels, the share capital increase, resolved upon by the board of directors under the powers pertaining to the authorised capital on June 28, 2012, was made to the value of five million, four hundred and ninety-seven thousand and forty euros and eighty-four cents (€5,497,040.84) by issuing 6,891,113 new shares, fully paid up through contribution in cash, amongst which 1,996,008 shares were issued for a price of €1.503 per share, and 4,895,105 shares were issued for a price of €1.430 per share, comprising the par value of the existing shares, i.e. €0.7977 per share, plus an issue premium for the balance.

Pursuant to the notarized deed of June 25, 2013, drawn up by notary Jean-Philippe Lagae, Brussels, the board of directors increased the share capital in the framework of the authorised capital to the value of six million, nine hundred and seventy thousand, one hundred and ninety-three euros and thirteen cents (€6,970,193.32) by issuing eight million, seven hundred and thirty-seven thousand, eight hundred and sixty-three (8,737,863) new shares, fully paid up through contribution in cash, issued for a price of €2.06 per share, comprising the par value of the existing shares, i.e. €0.7977 per share, plus an issue premium for the balance.

Free English translation – for information purposes only

Pursuant to the notarized deed drawn up by notary Jean-Philippe Lagae, in Brussels, on November 7, 2014, it was acknowledged that the share capital increase, in the framework of the authorised capital, resolved by the board of directors on November 4, 2014, was realised up to two million, seven hundred and thirty-two thousand, hundred and twenty-two euros and fifty cents (€2,732,122.50), by issuing three million, four hundred and twenty-five thousand (3,425,000) new shares, fully paid up through contribution in cash, issued for a price of €3.60 per share, comprising the par value of the existing shares, i.e. €0.7977 per share, plus an issue premium for the balance.

Pursuant to the notarized deed of April 30, 2015, drawn up by notary Kim Lagae, Brussels, a share capital increase was recorded in the amount of hundred thirty seven thousand three hundred and fifty three euros and fifty-seven cents (EUR 137,353.57) by the issuance of hundred seventy-two thousand and hundred eighty seven (172,187) shares, fully paid-up, through contribution in cash, further to the exercise of 172,187 subscription rights, amongst which 140,000 had been issued in the framework of the May 2010 Sotck Option Plan, 30,000 had been issued in the framework of the April 2011 Stock Option Plan and 2,187 had been issued in the framework of the May 2012 Stock Option Plan. As a result of this transaction, the share capital amounts to thirty million hundred ninety one thousand and two hundred thirty eight euros and nine cents (EUR 30,191,238.09).

Pursuant to the deed received by notary Kim Lagae, at Brussels, on 26 June 2015, it was acknowledged that the capital increase, in the framework of the authorised capital, resolved by the board of directors on 23 June 2015, was realised in the amount of four million nine hundred and five thousand and eight hundred fifty-five euros (€4,905,855), through the issuance of six million hundred fifty thousand new shares, entirely paid-up, through a contribution in cash, issued at the price of four euros and fifty cents (€ 4.50) per share, including the fractional value of existing shares, i.e. 0,7977 euro per share, increased with an issuance premium for the balance.

Pursuant to the notarized deed received by the notary Kim Lagae, at Brussels, on 18 September 2015, the board of directors increased the share capital, in the framework of authorised capital, up to eight hundred sixty-seven thousand, sixty-four euros and eighty cents (€ 867,064.80) by issuing one million, eighty-six thousand, nine hundred and fifty-six (1,086,956) fully paid up new shares by a contribution in kind, issued at a price of 4.14 euros per share, including the fractional value of the existing shares, i.e., 0.7977 euro per share, increased by an issue premium for the balance.

Pursuant to the notarized deed of November 27, 2015, drawn up by notary Kim Lagae, Brussels, a share capital increase was recorded in the amount of fifty four thousand three hundred and ninety-two euros and seventy-seven cents (EUR 54,392.77) by the issuance of sixty eight thousand and hundred eighty seven (68,187) shares, fully paid-up, through contribution in cash, further to the exercise of 68,187 subscription rights, amongst which 20,000 had been issued in the framework of the April 2011 Stock Option Plan, 42,187 had been issued in the framework of the March 2012 Stock Option Plan and 6,000 had been issued in the framework of the June 2012 Stock Option Plan. As a result of this transaction, the share capital amounts to thirty six million eighteen thousand five hundred fifty-five euros and sixty-six cents (EUR 36,018,550.66).

Pursuant to the notarized deed of May 19, 2016, drawn up by notary Kim Lagae, Brussels, a share capital increase was recorded in the amount of ninety-two thousand five hundred and thirty-three euros and twenty cents (EUR 92,533.20) by the issuance of one hundred and sixteen thousand (116,000) shares, fully paid-up, through contribution in cash, further to the exercise of 116,000 subscription rights, amongst which 105,000 had been issued in the framework of the April 2011 Stock Option Plan, 11,000 had been issued in the framework of the May 2012 Stock Option Plan. As a result of this transaction, the share capital amounts to thirty-six million, one hundred and eleven thousand, eighty-three euros and eighty-six cents (EUR 36,111,083.86).

Free English translation – for information purposes only

Pursuant to the notarized deed received by the notary Kim Lagae, at Brussels, on 7 November 2016, following the decision of the board of directors from November 2, 2016, to increase the share capital, in the framework of authorised capital, up to three million six hundred, eleven thousand, one hundred fifty-seven euro and fifty-nine cents (€ 3,611,157.59) by issuing four million five hundred twenty-six thousand, nine hundred and sixty-two shares (4,526,962) fully paid up new shares by a contribution in cash, issued at a price of 4.50 euros per share, including the fractional value of the existing shares, i.e., 0.7977 euro per share, increased by an issue premium for the balance.

Pursuant to the notarized deed of November 10, 2016, drawn up by notary Kim Lagae, Brussels, a share capital increase was recorded in the amount of thirty-nine thousand eighty-seven euros and thirty cents (EUR 39,087.30) by the issuance of forty-nine thousand (49,000) shares, fully paid-up, through contribution in cash, further to the exercise of 49,000 subscription rights, amongst which 25,000 had been issued in the framework of the March 2012 Stock Option Plan, 24,000 had been issued in the framework of the May 2012 Stock Option Plan. As a result of this transaction, the share capital amounts to thirty-nine million, seven hundred sixty-one thousand, three hundred twenty-eight euro and seventy-five cents (€ 39,761,328.75). Free English translation – for information purposes only 10 Pursuant to the notarized deed of May 5, 2017, drawn up by notary Kim Lagae, Brussels, a share capital increase was recorded in the amount of eighty-two thousand eight hundred eleven euros and sixty-three cents (EUR 82,811.63) by the issuance of a hundred three thousand, eight hundred thirteen (103,813) shares, fully paid-up, through contribution in cash, further to the exercise of 103,813 subscription rights, amongst which 77,813 had been issued in the framework of the March 2012 Stock Option Plan, 26,000 had been issued in the framework of the May 2012 Stock Option Plan. As a result of this transaction, the share capital amounts to thirty-nine million, eight hundred forty-four thousand, one hundred forty euro and thirty-eight cents (€ 39,844,140.38).

Pursuant to the notarized deed received by the notary Kim Lagae, at Brussels, on 26 March 2018, following the decision of the board of directors from March 21, 2018, to increase the share capital, in the framework of authorised capital, up to seven million nine hundred sixty-eight thousand nine hundred twenty-eight euro and seven cents (€ 7,968,928.07) by issuing nine million nine hundred eighty-nine thousand eight hundred eighty-one shares (9,989,881) fully paid up new shares by a contribution in cash, issued at a price of 3.60 euros per share, including the fractional value of the existing shares, i.e., 0.7977 euro per share, increased by an issue premium for the balance.

Pursuant to the notarized deed received by the notary Dirk Delbaere, at Ghent, substituting his colleague, the notary Kim Lagae, unable to attend at Brussels, on October 1, 2019, following the decision of the board of directors from September 25, 2019, to increase the share capital, in the framework of authorised capital, up to nine million eight hundred fifty euros and sixty cents (€ 9,000,850.60) by issuing ten million five hundred eighty-nine thousand two hundred thirty-six shares (10,589,236) fully paid up new shares by a contribution in cash, issued at a price of eighty-five cents (€ 0.85) per share, including the fractional value of the existing shares, i.e., 0.7977 euro per share, increased by an issue premium for the balance.

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, substituting his colleague, the notary Kim Lagae, unable to attend at Brussels, on May 15, 2020, the board of directors increased the share capital of an amount of twelve million seven hundred thirty-eight thousand and six hundred thirty-two euros and ninety-four cents (€ 12,738,632.94) by issuing twenty million one hundred sixty-two thousand nine hundred twenty-four shares (20,162,924) new shares at a subscription price of (rounded) € 0.632 per share (or € 12,738,632.94 in aggregate), fully paid up in cash

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on January 26, 2021, it has been noted that the capital increase, within the framework of the authorised capital, decided by the board of directors on January 21, 2021, has been realised in the amount of twenty-four million nine hundred and ninety-nine thousand nine hundred and thirty cents (EUR 24,999,999.30) (issue premium included) through the issue of twenty-seven million seven hundred and seventy-seven thousand seven hundred and seventy-seven (27,777,777) new shares, fully paid up by means of a cash contribution, issued at a price of ninety cents (EUR 0.90) per share, comprising the accounting par value of the existing shares, i.e. EUR 0.7608 (rounded) per share, increased by an issue premium for the balance.

Free English translation – for information purposes only

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on November 8, 2021, it has been noted that the capital increase, within the framework of the authorised capital, decided by the board of directors on October 27, 2021, has been realised in the amount of thirty-nine million sixty-five thousand eight hundred ninety-one euros and thirteen cents (EUR 39,065,891.13) (issue premium included) through the issue of thirty-seven million five hundred thousand (37,500,000) new shares, fully paid up by means of a contribution in kind of an mount in USD, issued at a price of one euro and four cents (EUR 1.04) (rounded) per share, comprising the accounting par value of the existing shares, i.e. EUR 0.7608 (rounded) per share, increased by an issue premium for the balance.

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on August 11, 2022, the board of directors increased the share capital of the Company by an amount of four million eight hundred seventy-seven thousand ninety-seven euros and fifty cents (EUR 4.877,097.50) through the issue of six million nine hundred eleven thousand seven hundred ten (6,911,710) new shares, fully paid up by a contribution in kind, issued at a price of seven thousand fifty-six cents (EUR 0.7056) per share.

Pursuant to the notarized deed received by the notary Stijn Raes, resident notary in Ghent, on February 7, 2023, it has been established that the capital increase, within the framework of the authorized capital, decided by the board of directors on January 27, 2023 has been carried out up to an amount of thirty-seven million one hundred and nineteen thousand five hundred and twenty-four euros and eighty-seven centimes (EUR 37,119,524.87) by the issue of one hundred million (100,000,000) new shares, fully paid up, issued at a price of thirty-seven cents (EUR 0.37) (rounded) per new share.

Pursuant to the notarized deed received by the notary Stijn Raes, resident notary in Ghent, on March 8, 2023, it has been established that the capital increase, within the framework of the authorized capital, decided by the board of directors on January 27, 2023 has been carried out up to an amount of two million eight hundred twelve thousand nine hundred thirty-nine euros and fifty-two cents (EUR 2,812,939.52) by the issue of seven million five hundred thousand (7,500,000) new shares, fully paid up, issued at a price of thirty-seven cents (EUR 0,37) (rounded) per new share.

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on October 20, 2023, the board of directors increased the share capital of the Company by an amount of eight hundred thirty-one thousand one hundred twenty-three euros and thirty-one cents (EUR 831,123.31) through the issue of two million five hundred thousand (2,500,000) new shares, fully paid up by a contribution in kind, issued at a price of three thousand three hundred twenty-four cents (EUR 0.3324) per share.

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on November 13, 2023, it has been established that the share consolidation, decided by the extraordinary general shareholders’ meeting of November 3, 2023, has been carried out on the basis of a ratio of one (1) new share for ten (10) old shares, as a consequence of which the new decreased number of shares, after the share consolidation, is twenty-seven million two hundred eighty-eight thousand ninety-three (27,288,093).

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on September 27, 2024, it has been established that the capital increase, within the framework of the authorized capital, decided by the board of directors on September 24, 2024 has been carried out up to an amount of thirty-five million eight hundred fifty-eight thousand three hundred fifty-nine euros and forty-eight cents (EUR 35,858,359.48) by the issue of twenty million (20,000,000) new shares, fully paid up, issued at a price of one euro and seventy-nine cents (EUR 1.79) (rounded) per new share.

Free English translation – for information purposes only

Pursuant to the notarized deed received by the notary Emmanuelle Van Hamme, at Ghent, on October 29, 2024, it has been established that the capital increase, within the framework of the authorized capital, decided by the board of directors on September 24, 2024 has been carried out up to an amount of four million eighty-four thousand three hundred seventy-nine euros and seventy-three cents (EUR 4,084,379.73) by the issue of two million two hundred nine thousand two hundred forty-one (2,209,241) new shares, fully paid up, issued at a price of one euro and eighty-four cents (EUR 1.84) (rounded) per new share.

Pursuant to the notarized deed received by the notary Stijn Raes, at Ghent, on October 1, 2025, the board of directors increased the share capital of the Company by an amount of three million eight hundred sixty-six thousand two hundred and eight euros and ninety-one cents (EUR 3,866,208.91) by the issue of one million eight hundred sixty-seven thousand one hundred eighty-six (1,867,186) new shares, fully paid up by a contribution in kind, issued at a price rounded to two euros and seven cents (EUR 2.07) per share.

Pursuant to the deed executed before Emmanuelle Van Hamme, a notary public in Ghent, on August 13, 2026, it was recorded that the capital increase, within the framework of the authorized capital, decided by the board of directors on August 13, 2026, was carried out in the amount of seventeen million three hundred and twenty-three thousand five hundred and sixteen euros and eleven cents (EUR 17,323,516.11) through the issuance of forty-four million fifty-two thousand eight hundred and sixty-two (44,052,862) new shares, fully paid up, issued at a price of zero point three thousand nine hundred and thirty-two euros (EUR 0.3932) (rounded) per new share.

Article 6: Authorised capital

The board of directors is authorized to increase the share capital of the company on one or several occasions by a maximum aggregate amount of 208,111,701.01.

The board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available or unavailable for distribution, and capitalization of issue premiums, with or without the issuance of new shares, for no consideration or for consideration with an issue price below, at, or above the fractional value of the then existing shares, with or without voting rights, that will have the rights as will be determined by the board of directors. Subject to applicable law, the board of directors is also authorized to use this authorization for the issuance of convertible bonds or subscription rights, bonds with subscription rights or other securities.

This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary general shareholders’ meeting of the company held on May 28, 2026.

In the event of a capital increase decided by the board of directors within the framework of the authorized capital, all issue premiums booked, if any, will be accounted for in accordance with the provisions of these articles of association.

The board of directors is authorized, when exercising its powers within the framework of the authorized capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also be done in favor of members of the personnel of the company or of its subsidiaries, or in favor of one or more persons other than members of the personnel of the company or of its subsidiaries.

The board of directors is authorized, with the right of substitution, to amend the articles of association, after each capital increase that has occurred within the framework of the authorized capital, in order to bring them in conformity with the new situation of the share capital and the shares.

Article 7: New rights issue - Preferential subscription right - New rights issue to the benefit of the personnel

The decision to increase the share capital is taken by the general shareholders’ meeting or, as the case may be, the board of directors, within the framework of the authorised capital, subject to observance of the provisions of the Belgian Companies and Associations Code and of these articles of association.

The general shareholders’ meeting or, as the case may be, the board of directors, within the framework of the authorised capital, determines the issuance price and issuance conditions for the new shares upon proposal of the board of directors.

In the event the new shares are issued with an issue premium, the issue premium must be immediately paid-up in full upon subscription to the shares.

Free English translation – for information purposes only

All issue premiums booked will be accounted for in one or more separate accounts as net equity on the liabilities side of the company’s balance sheet and will be subscribed by contributions actually paid up in cash or in kind, other than in industry, on the occasion of the issue of shares or profit shares. These issue premiums may only be reduced in execution of a regular decision of the company in accordance with the Code of Companies and Associations.

Upon every increase of the share capital, the shares subscribed to in cash must first be offered to the shareholders in accordance with the applicable legal provisions.

The preferential subscription right can be limited or cancelled in the interest of the company by the general shareholders’ meeting or, as the case may be, the board of directors, within the framework of the authorised capital, in accordance with the relevant legal provisions.

The general shareholders’ meeting, or as the case may be, the board of directors within the framework of the authorised capital, may decide to increase the share capital to the benefit of the personnel of the company or its subsidiaries, subject to observance of the provisions of the Belgian Companies and Associations Code.

Article 8: Decrease of share capital

The company may decrease the share capital in accordance with the relevant legal provisions.

TITLE III: SHARES – OTHER SECURITIES

Article 9: Nature of the securities

Shares that are not fully paid-up are in registered form.

Fully paid-up shares and other securities are in registered form, in dematerialised form or, to the extent allowed by law and the relevant issuance conditions of the relevant securities, in another form, at the discretion of the relevant holder of such shares or such securities. Any holder of securities may request at any time and at his/her/its expense that his/her/its fully paid-up securities be converted into another form, to the extent allowed by the law and the relevant issuance conditions of such securities.

Dematerialised securities are represented by an entry on an account, in the name of the owner or the holder, with a certified account holder or with a settlement institution. The transfer of dematerialised securities is registered from one account to another.

A share register is kept at the registered office of the company and may be split by decision of the board of directors in accordance with the provisions of the applicable law. The board of directors can appoint a third party of its choice to keep any part of the split share register. Subject to applicable provisions of companies, financial and securities laws, and unless decided otherwise by the board directors in accordance with article 43 of the articles of association, dividends and other distributions (as the case may be) by the company on shares can be made in euro (EUR) or United States dollars (USD) depending on the component of the (split) share register on which the shares are reflected.

The (split) register of registered shares and the registers of other registered securities, as the case may be, can be kept electronically. Each holder of securities can consult the (split) register with respect to his/her/its securities. The board of directors can appoint a third party of its choice to keep this (split) electronic register.

All recordings in the (split) share register and the registers of other registered securities, including transfers and conversions, can be validly made on the basis of documents or instructions submitted electronically or via any other means by the transferor, the transferee and/or the holder of the securities, as applicable.

Article 10: Shares not paid up in full - Requirement to pay up shares

The undertaking to pay-up a share in full is unconditional and indivisible.

If shares which have not been paid-up in full belong to several persons undividedly, each of them is liable for the payment of the entire amount of the called payments due.

Additional payment or payment in full is called by the board of directors at the time it determines. Notice thereof is given to the shareholders by registered letter or, for shareholders who have communicated their e-mail address to the company in accordance with the provisions of the Belgian Companies and Associations Code, by e-mail, indicating the bank account to which the payment should be made, to the exclusion of all other methods of payment, by means of wire transfer or cash deposit. The shareholder is in default by the mere lapse of the term determined in the notice and owes interest to the company at the legal interest rate effective at that time, plus two percent.

As long as the calls for payments on a share that are due have not been made in accordance with this provision, the exercise of the rights attached to the share concerned are suspended.

Earlier payments on shares cannot be made without the prior permission of the board of directors.

Free English translation – for information purposes only

Article 11: Indivisibility of the securities

Securities are indivisible vis-à-vis the company.

In case securities belong to multiple holders of rights in rem, are pledged, or in case the rights attached to the securities are subject to an undivided ownership, usufruct or any other manner of division of the rights attached to such securities, the board of directors can suspend all rights attached to such securities until one person has been identified towards the company as the holder of those securities.

All notices, writs and other notifications by the company will occur validly and exclusively, as the case may be, to the person appointed as owner vis-à-vis the company, or to the common representative so appointed.

Notwithstanding the foregoing, and unless a will or an agreement provides otherwise, the usufructuary of securities shall exercise all the rights attached to those securities.

Article 12: Distraint

Heirs, creditors, or other rightful claimants of a shareholder may in no circumstances intervene in the management of the company, nor cause any distraint to be imposed on the goods and securities of the company, nor pursue the liquidation of the company and the distribution of its assets.

In exercising their rights, they must abide by the balance sheets and inventories of the company and comply with the decisions of the general shareholders’ meeting.

Article 13: Issue of bonds, subscription rights and other securities giving right to shares

The company may issue mortgage bonds or other bonds by resolution of the board of directors and on such conditions as it shall determine.

The general shareholders’ meeting or the board of directors, acting within the framework of the authorised capital, may issue convertible bonds, bonds repayable into shares, subscription rights, or any other financial instrument giving an entitlement to shares.

The general shareholders’ meeting or the board of directors, acting within the framework of the authorised capital, may, in the interest of the company, restrict or cancel the preferential subscription rights of the shareholders in accordance with the relevant legal provisions, including in favour of one or more specified persons other than members of the personnel of the company or of its subsidiaries.

In accordance with applicable law, holders of shares without voting rights, profit certificates without voting rights, convertible bonds, subscription rights or certificates which were issued with cooperation of the company have the right to attend shareholders’ meetings, but only in a consultative capacity.

Title IV: transparency OBLIGATIONS

Article 14: Transparency obligation

Each natural or legal person acquiring or transferring voting securities of the company, whether or not representing the share capital of the company, must comply with the relevant notification and information obligations that are imposed by applicable law.

Article 15: Voting rights

Non-compliance with the relevant notification and information obligations that are imposed by applicable law in relation to the acquisition or transfer of voting securities of the company, whether or not representing the share capital of the company, may result, in accordance with applicable law, a suspension of the voting rights attached to the relevant voting securities or such other consequence as provided for by applicable law.

TITLE V: ACQUISITION AND DISPOSAL OF TREASURY SHARES

Article 16: Acquisition and disposal of treasury shares

The company may acquire, dispose of or pledge its own shares, profit certificates or any certificates relating thereto subject to the compliance with the relevant legal provisions.

Free English translation – for information purposes only

TITLE VI: GOVERNANCE AND REPRESENTATION

Article 17: Powers of the board of directors

The company has opted for a one-tier management model whereby the board of directors has the authority to carry out all actions that are useful or serve to achieve the corporate purpose of the company, with the exception of those that according to law are reserved to the general shareholders’ meeting.

Article 18: Composition of the board of directors

The company is governed by a board of directors, acting as collective body and consisting of at least three (3) directors.

If a legal entity is appointed director it must appoint a permanent representative charged with the performance of the mandate in the name of and for the account of the legal entity director.

The directors are appointed by the general shareholders’ meeting.

The term of their mandate shall in any event not exceed four (4) years.

Unless the relevant appointment resolution provides otherwise, the term of their mandate shall run from the general shareholders’ meeting at which they are appointed to the ordinary general meeting in the financial year in which the term of their mandate expires in accordance with the appointment resolution.

The directors can be dismissed by the general shareholders’ meeting in accordance with the applicable legal provisions.

A director whose mandate has ended may be re-appointed.

Should the mandate of a director become vacant, for any reason whatsoever, the remaining directors shall have the right to temporarily fill such vacancy (co-optation). The next general shareholders’ meeting must confirm the mandate of the co-opted director; if confirmed, the co-opted director completes the mandate of his/her/its predecessor, unless the general shareholders’ meeting decides otherwise. In the absence of confirmation, the mandate of the co-opted director ends at the end of the general shareholders’ meeting, without prejudice to the regularity of the composition of the board of directors up to that moment in time.

In case of more than one vacancy, the remaining directors shall have the right to fill all such vacancies simultaneously. As long as the general shareholders’ meeting or the board of directors, for any reason whatsoever, does not fill the vacancy, the directors of whom the mandate has ended will remain in function if this is needed for the board of directors to maintain the minimum number of directors as required by applicable law and the articles of association.

Article 19: Remuneration

The general shareholders’ meeting decides whether the mandate of a director will be remunerated or not, by granting a fixed and/or variable remuneration.

The amount will be determined by the general shareholders’ meeting and will be accounted for as a general expense of the company.

Article 20: Chairman

The board of directors will appoint a chairman amongst its members.

The chairman, or if the chairman is absent, a director appointed by the other directors present, shall chair the meetings of the board of directors.

Article 21: Conflicts of interest

If a director has a direct or indirect financial interest in accordance with Article 7:96 of the Belgian Companies and Associations Code, which is contrary to a decision or transaction that falls within the powers of the board of directors, the provisions of Article 7:96 of the Belgian Companies and Associations Code must be complied with by the director concerned, as well as by the board of directors in its deliberations and resolutions.

If more than one director finds himself in this position, and applicable law prohibits them from participating in the discussions or voting in connection therewith, the resolutions can be validly passed by the remaining directors, even if in these circumstances more than half of the directors are no longer present or validly represented.

Free English translation – for information purposes only

Article 22: Convening of meetings of the board of directors

The board of directors meets whenever the interest of the company so requires, as well as any time two directors so request.

The board of directors shall be convened by the chairman. If the chairman has not convened the board of directors within 14 days as from such request of the directors, the directors who requested a meeting may validly convene the meeting.

The notice of meeting will mention the place, date, hour and agenda for the meeting and be sent out at least one week prior to the meeting by letter, telefax or any other written (possibly electronic) means.

When all the directors are present or validly represented, the valid convening of the meeting cannot be challenged.

Article 23: Meetings of the board of directors

The meetings of the board of directors are chaired by the chairman.

In the absence of the chairman, the meeting is chaired by another director.

The board of directors can only validly deliberate and resolve on matters appearing on the agenda and only provided that at least half of its members are present or represented at the meeting. If this quorum requirement is not met at a first meeting, a second meeting of the board of directors may be convened which will validly deliberate and decide regardless of the number of directors present or represented, on the understanding that at least two (2) directors must be present, either physically at the meeting or by telecommunication means.

The requirement to be present shall not apply to resolutions in which the majority of the members of the board of directors would not participate in accordance with Article 7:96 of the Belgian Companies and Associations Code with regard to conflicts of interest, but provided that the majority of the other directors are present or represented at this meeting.

The board of directors can only validly deliberate and resolve on matters not appearing on the agenda if all members of the board of directors are present at the meeting and have consented thereto.

This consent is assumed to have been given if no objection is recorded in the minutes.

Any director who cannot be present in person at a meeting may participate in the deliberation and voting with the aid of telecommunication means such as telephone or videoconference, subject to the condition that all participants to the meeting can communicate directly with all other participants.

Any director may instruct one of his colleagues merely by letter, telegram, telex, telefax, or any other written communication means to represent him at a specified meeting of the board of directors and to vote for him and in his place. A director giving such instructions is regarded as being present at the meeting. A director can represent several of his fellow members of the board of directors.

Resolutions of the board of directors are passed by majority vote, unless otherwise required by the articles of association or applicable law.

The resolutions of the board of directors may be taken by unanimous written resolution of all directors, with the exception of those resolutions for which the articles of association exclude this possibility (as the case may be).

Article 24: Minutes of the board of directors

Minutes are kept of the resolutions of the board of directors, which shall be kept at the registered office of the company and are signed by the chairman and in his absence by the director chairing the meeting and by at least the majority of the board members present.

Copies and excerpts of minutes to be submitted in court or elsewhere shall be validly signed by two directors acting jointly, or by the director to whom powers of the day-to-day management have been delegated.

Article 25: Special committees

The board of directors shall have the power and, to the extent required by applicable law, the obligation to establish, in its midst and under its responsibility, one or more advisory committees, such as (but not limited to) an audit committee, a nomination committee and a remuneration committee (which can be combined with the nomination committee). The board of directors determines the composition and duties of these committees.

Free English translation – for information purposes only

Title VII: Delegation of powers

Article 26: Day-to-day management – Delegation of powers

The board of directors may appoint one or more managing director(s) and grant them the most extensive powers for the day-to-day management of the company, the representation with regard to this day-to-day management and the implementation of the decisions of the board of directors.

The board of directors and the managing director(s) may grant special and certain powers of attorney to one or more persons of their choice.

Title VIII : Representation of the company

Article 27: Representation of the company

Without prejudice to the general representative powers of the board of directors as a collective body, the company shall be validly represented in and out of court by two directors, acting jointly.

As to the day-to-day management, the company is also validly represented in and out of court by one or more persons charged with the day-to-day management, acting alone or jointly in accordance with the delegation resolution of the board of directors;

In addition, the company is validly represented by special attorneys-in-fact acting within the limits of the powers granted to them.

When the company is appointed director, manager or liquidator of another company, it appoints amongst its shareholders, directors or members of the personnel a permanent representative who shall be charged with the performance of the mandate in the name of and for account of the company.

Title IX : AUDITS

Article 28: Statutory auditors

The audit of the financial situation, the financial statements and the validity of the transactions to be reported in the financial statements, must be entrusted to one or more statutory auditors.

The statutory auditors are appointed and remunerated in accordance to the rules set forth in the Belgian Companies and Associations Code.

Title X : GENERAL SHAREHOLDERS’ MEETINGS

Article 29: Annual, special and extraordinary general shareholders’ meeting

The annual general shareholders’ meeting must each year be convened on the last Thursday of May at 3 p.m. (Belgian time).

If this day would be a Belgian public holiday, the annual general shareholders’ meeting shall be held on the previous business day. In these articles of association, “business day” shall mean any calendar day, with the exception of Saturdays, Sundays and Belgian public holidays.

At any time a special or extraordinary general shareholders’ meeting can be convened to discuss any matter falling within its powers.

Each general shareholders’ meeting is held at the registered office of the company or at any other location indicated in the notice convening the meeting.

Article 30: Meeting - powers - obligation

The board of directors and any statutory auditor of the company may, acting alone, convene a general shareholders’ meeting. They must convene the annual general shareholders’ meeting on the day determined by these articles of association.

The board of directors and statutory auditor are obliged to convene the general shareholders’ meeting within three (3) weeks when shareholders representing at least one tenth of the share capital so request, with at least the items on the agenda proposed by the shareholders concerned.

In the notice convening the general shareholders’ meeting, other items may be added on the agenda than those included therein by the shareholders.

Article 31: Notices convening shareholders’ meetings

The notices convening general shareholders’ meetings must be issued in accordance with the applicable legal provisions.

Convening notices drawn up by the board of directors may be validly signed in its name by a person to whom the day-to-day management of the company has been delegated.

Free English translation – for information purposes only

Article 32: Admission – Prior formalities

In order to be admitted to and participate to a general shareholders’ meeting, shareholders must comply with the relevant registration, notice, filing and other formalities as required by applicable law or as shall be set out (subject to applicable law) in the notice convening the meeting.

The board of directors shall have the ability to determine that the right to attend the general shareholders’ meetings and to exercise the voting right at such meetings (as the case may be) is determined by the registration of the ownership of the securities concerned in the name of the holder of such securities on the third (3rd) business day prior to the date of the relevant general shareholders’ meeting (or such other date as shall be set out in the notice convening the general shareholders’ meeting, but which cannot be earlier than the 15th calendar date before the relevant general shareholders’ meeting), at midnight at the end of such day (Brussels time) (such date and hour being the relevant registration date), by means of the registration of such securities in the relevant (portion of the split) register book for such securities, or in the accounts of a certified account holder or relevant settlement institution for the securities concerned.

The board of directors may make participation to the general shareholders’ meetings dependent on a requirement of notification by the securities holders concerned to the company, or to the person appointed for this purpose by the company, on a date to be determined by the board of directors before the date of the scheduled meeting, that such securities holder intends to attend the meeting, stating the number of securities with which such securities holder wishes to participate. The manner in which such notification must be made (as the case may be) must be set out in the notice convening the general shareholders’ meeting.

The representatives of legal entities have to provide documents showing their capacity as corporate body or special proxy holder.

Natural persons, corporate bodies or proxy holders who participate in the general shareholders’ meeting must be able to provide proof of their identity.

Holders of profit-sharing certificates, shares without voting rights, convertible bonds, subscription rights or other securities issued by the company, as the case may be, as well as holders of certificates issued with cooperation of the company representing securities issued by the company, if any, can participate in the general shareholders’ meeting insofar as the law or the articles of association allow this and, if applicable, give them the right to participate in the vote. If they wish to participate, they will be subject to the same formalities of prior deposit and notice, of the form and the deposit of a proxy, and of admission, as those to which the shareholders are subject.

Prior to participating to the meeting, the shareholders or their proxies must sign the attendance list, stating :

a.	the identity of the shareholder,
b.	the name of the proxy, and
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c.	the number of shares they represent.
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Article 33: Representation of shareholders

Notwithstanding the legal provisions with respect to legal representation, each security holder who can participate in the general shareholders’ meeting, can be represented at a general shareholders’ meeting by a proxy holder who has been granted a handwritten proxy or a proxy on another durable medium recognized by law.

Such proxies must be granted and submitted to the company in accordance with the applicable law and/or as set out (in accordance with the applicable law) in the convening notice, as the case may be.

The holders of a proxy must comply with the relevant legal provisions concerning proxies for general shareholders’ meetings, as relevant.

The board of directors can establish a form for the proxies. The proxy forms will be made available to the security holders.

Free English translation – for information purposes only

Article 34: Bureau

The chairman of the board of directors, or in his absence, a director appointed by the other directors, shall chair the general shareholders’ meeting.

The chairman shall appoint a secretary, who may be or may not be a shareholder; the meeting elects one or two tellers.

The persons mentioned in this article constitute the bureau of the meeting.

Article 35: Adjournment of the meeting

The board of directors has the right, during the annual general shareholders’ meeting, to adjourn the resolution relating to the approval of the annual accounts for three (3) weeks. This adjournment does not affect the other decisions already taken, unless the general shareholders’ meeting decides otherwise in this respect. The next general shareholders’ meeting has the right to definitively adopt the annual accounts.

The board of directors also has the right, during the general shareholders’ meeting, to adjourn any other general shareholders’ meeting once by three (3) weeks. This adjournment does not affect the resolutions already passed by this meeting, unless the general shareholders’ meeting decides otherwise in this respect.

At the next general shareholders’ meeting, the items on the agenda on which no final decision was taken at the previous general shareholders’ meeting will be dealt with further.

Subject to applicable law, additional items on the agenda may be added to the agenda of the next general shareholders’ meeting.

Subject to applicable law, the formalities completed in order to attend the first general shareholders’ meeting, including registration for the general shareholders’ meeting, and, as the case may be, the deposit of proxies, shall remain valid for the second general shareholders’ meeting.

Shareholders who were not present or represented at the previous (adjourned) general shareholders’ meeting will be admitted to the next general shareholders’ meeting, provided that they have complied with the formalities set out in the applicable legal provisions and these articles of association.

Article 36: Decisions on matters not on the agenda - Amendments

The general shareholders’ meeting cannot validly deliberate or decide on the items that are not included or implicitly contained in the agenda, unless all shareholders are present or represented at the meeting and unanimously agree and if, in the case of a vote by mail, the form authorises a proxy to make such a decision. The required consent is assumed to exist, if no objection is recorded in the minutes of the meeting.

Article 37: Voting rights

Each share gives the right to one vote.

If a share is subject to a right of usufruct, the exercise of the voting right attached to this share is exercised by the common representative appointed in accordance with article 11, and, failing a common representative, the voting right is suspended.

The voting rights attached to shares that have been pledged, are exercised by the owner-pledgor.

Article 38: Decision-making at the general shareholders’ meeting

The general shareholders’ meeting may validly deliberate and pass resolutions regardless of the number of shares present or represented, except in cases where the applicable law requires a certain attendance quorum.

The resolutions of the general shareholders’ meeting are validly passed by a simple majority of the votes validly cast at the meeting, except in the cases where applicable law or these articles of association provide for another majority.

In the event votes are tied, the proposal is rejected.

Voting shall occur orally or by calling the names or by show of hands unless the chairman of the meeting thinks it preferable to vote by another method, such as voting slips or electronic means.

Shareholders’ meetings may be transmitted or broadcast live by telephone conferencing or video conferencing, or any other means of transmission and/or telecommunication.

Article 39*:* Remote voting or participation

If the convening notice so provides, a shareholder may, prior to the general shareholders’ meeting, vote by mail or via electronic means using forms, the contents of which shall be specified in the convening notice and which will be made available to the shareholders.

Free English translation – for information purposes only

The form for remote voting shall contain at least the following information: (i) the identity of the shareholder, (ii) the domicile or registered office of the shareholder, (iii) the number of shares or votes with which the shareholder is participating in the vote, (iv) the form of the shares held by the shareholder, (v) the agenda of the general shareholders’ meeting and the proposed resolutions, (vi) the term within which the company must receive the form for remote voting, and (vii) the positive or negative vote or the abstention relating to each proposed resolution. Forms that do not indicate a positive or negative vote, or an abstention, are void. The form must bear the shareholder’s signature (which may be a digital signature to the extent permitted as evidence by applicable law).

In accordance with applicable law, the dated and signed form for votes by distance must be sent by letter, fax, email or any other means mentioned to the extent permitted as written evidence by applicable law to the company’s registered office or to the place indicated in the notice and must reach the company at the latest on the third business day prior to the general shareholders’ meeting concerned. In accordance with applicable law, the board of directors may opt that votes can be cast electronically on, or until the day of, the relevant general shareholders’ meeting.

The board of directors may arrange for remote voting to take place electronically via one or more websites. It shall establish the practical procedures for such electronic voting, ensuring that the system used allows for the inclusion of the information referred to in the second paragraph of this article and control of compliance with the prescribed time limits

Article 40: Minutes

The minutes of the general shareholders’ meetings are signed by the members of the bureau and by the shareholders who so request.

Copies and excerpts of the minutes of the general shareholders’ meeting are signed by two directors acting jointly, by the chairman of the board of directors or by any person to whom powers of the day-to-day management have been delegated.

TITLE XI: CLOSING OF THE FISCAL YEAR – FINANCIAL STATEMENTS – APPLICATION OF PROFITS - DIVIDENDS

Article 41: Fiscal year – Financial statements

The company’s fiscal year starts on January 1 and ends on December 31 of each year.

At the end of each fiscal year the books and documents are closed and the board of directors draws up the inventory, as well as the financial statements, in accordance with the applicable legal provisions.

Article 42: Application of the profits

The positive balance on the profit and loss account represents the profit of the company to be allocated.

At least five percent of these profits are deducted to constitute the legal reserve fund until this represents one/tenth of the share capital.

The general shareholders’ meeting decides on the allocation of the balance by simple majority vote upon the proposal by the board of directors.

Article 43: Payment of dividends - Payment of interim dividends

The board of directors determines the time and the manner in which dividends will be paid.

The payment of the dividend must occur before the end of the fiscal year in which the dividend has been declared.

The board of directors is granted the power to pay an interim dividend on the result of the current fiscal year.

TITLE XII: WINDING-UP - LIQUIDATION

Article 44: Winding-up

The voluntary winding-up of the company may only be decided by an extraordinary general shareholders’ meeting and with due observance of the applicable legal provisions.

After being wound up, the company will continue to exist in law as an entity in law for the purpose of its liquidation until the liquidation is completed.

Free English translation – for information purposes only

Article 45: Appointment of liquidators

In accordance with applicable law, the liquidators are appointed by the general shareholders’’ meeting.

If no liquidators are appointed, the directors in office at the time of the winding-up shall, with respect to third parties, be considered as liquidators as of right without, however, having the powers that the law and these articles of association grant with respect to liquidation transactions to the liquidators appointed in these articles of association, by the general meeting or by the court.

If an entity in law is appointed liquidator, the natural person representing the liquidator in the liquidation must be appointed in the resolution appointing the liquidator. Any amendment to this appointment is to be made public in the annexes to the Belgian Official Gazette.

Article 46: Powers of the liquidators

The liquidators are authorised to carry out all transactions as permitted by applicable law, without the requirement of a prior authorisation by the general shareholders’ meeting, unless the general shareholders’ meeting decides otherwise by a simple majority vote.

Article 47: Method of liquidation

In accordance with applicable law, after the payment of all debts, charges and expenses of the liquidation or after the consignment of the sums necessary for that purpose, the liquidators distribute the net assets in cash or in securities to the shareholders in proportion of the shares that they own.

Article 48: Special provisions s for companies in liquidation

Any change of the name of a company in liquidation is prohibited.

All documents issued by a dissolved company must mention the fact that it is in liquidation.

A resolution to move the registered office of a company in liquidation cannot be carried out without being approved by the enterprise court in the jurisdiction of which the company has its registered office. The approval is requested by the liquidator by means of a writ of request. A transcript of the decision regarding the approval by the court needs to be attached to the deed that is filed in connection with the move of the registered office.

TITLE XIII: GENERAL PROVISIONS

Article 49: Election of domicile

Any director and any person delegated to the day-to-day management may elect domicile at the company’s registered office, for all matters affecting the performance of his or her duties. The directors and liquidators who are domiciled abroad, are deemed to elect domicile for the entire duration of their mandate at the registered office of the company, where all summons and notifications concerning the business of the company and the responsibility for their management may be served on them.

Article 50: Governing law

All matters not expressly determined in these articles of association, or to the legal provisions from which is not validly derogated in these articles of association are subject to, the provisions of the Belgian Companies and Associations Code and other provisions of Belgian law.

Article 51: Certain defined terms

Unless the context requires otherwise or unless otherwise defined in these articles of association, for the purposes of these articles of association, (a) “personnel” shall have the meaning defined in Article 1:27 of the Belgian Companies and Associations Code, and (b) “business day” shall have the meaning defined in Article 1:32 of the Belgian Companies and Associations Code.

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Exhibit 5.1

	Baker McKenzie BV/SRL<br><br>Bolwerklaan 21 Avenue du Boulevard - box 1<br><br>1210 Brussels<br><br>Belgium<br><br>Tel: +32 2 639 36 11<br><br>Fax: +32 2 639 36 99<br><br>www.bakermckenzie.com

13 August 2026

MDxHealth SA

CAP Business Center

Zone Industrielle des Hauts-Sarts

Rue d’Abhooz 31

4040 Herstal

Belgium

Dear all,

RE:	MDXHEALTH SA – ISSUANCE OF SHARES
1.	Introduction
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(a)	We have acted as external Belgian legal advisers to MDxHealth SA of CAP Business Center, Zone Industrielle<br>des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium, registered under company number 0479.292.440 RLP Liège (division Liège)<br>(the “Company”), on certain Belgian law matters in connection with the Company’s Registration Statement (as defined below)<br>filed with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of<br>1933, as amended (the “Securities Act”), in respect of the Company’s placement of new ordinary shares without nominal<br>value of the Company (the “New Shares”) with certain Investors (as defined below), with admission to trading and listing<br>of the New Shares on the Nasdaq Capital Market, covered by the Registration Statement to which this opinion is an exhibit (the “Issuance”).
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Partners<br><br>Roel<br>MEERS^1,9^<br><br>Luc<br>MEEUS^1,5,9^<br><br>Kurt<br>HAEGEMAN^1,9^<br><br>Dominique<br>MAES^1,9^<br><br>Michael<br>VAN ACKER^1,9^<br><br>Géry<br>BOMBEKE^1,9^<br><br>Geert<br>BOVY^1,9^<br><br>Gavin<br>BUSHELL^1,4,9^<br><br>Gregory<br>LEBRUN^1,9^<br><br>Dimitri<br>VAN UYTVANCK^1,9^<br><br>Davinia<br>MARTENS^1,9^<br><br>Julie<br>PERMEKE^1^<br><br>Joren<br>JANSSEUNE^1,9^<br><br>Arne<br>NAERT^1,9^<br><br>David<br>HAVERBEKE^1,9^<br><br>Wouter<br>VANDORPE^1,9^	Bram<br>HOORELBEKE^1,9^<br><br>Benjamin<br>PIRLET^1,9^<br><br>Senior<br>Counsels & Counsels<br><br>Jozef<br>SLOOTMANS^1,9^<br><br>Alain<br>HUYGHE^1,9^<br><br>Jean-François<br>VANDENBERGHE^1,^<br><br>Mario<br>DEKETELAERE^2^<br><br>Stéphane<br>MARTIN^9^<br><br>Olivier<br>VAN BAELEN^1,9^<br><br>Els<br>JANSSENS^1,9^<br><br>Kim<br>STAS^1,9^<br><br>Veerle<br>LERUT^1^<br><br>Jérôme<br>DE RUYVER^1,9^<br><br>Sebastian<br>TYTGAT^1,9^<br><br>Nastassja<br>WALSCHOT^1,9^<br><br>William-James<br>KETTLEWELL^1,9^<br><br>Ellen<br>DEVLOO^1,9^	Pieter-Jan<br>DENYS^1,9^<br><br>Kristoff<br>COX^1,9^<br><br>Lisa<br>WEINERT^7,9^<br><br>Nicolas<br>CELIS^1,9^<br><br>Olivier<br>VAN DEN BROEKE^2,9^<br><br>Associates<br><br>Ellen<br>HERINCKX^1^<br><br>Laura<br>DECLERCQ^1^<br><br>Amaranta<br>RUTZ^1^<br><br>Younes<br>SEBBARH^1,9^<br><br>Eva<br>CLAEYS^1^<br><br>Stéphanie<br>DE POTTER^1^<br><br>Anne-Sophie<br>CORNE^1,9^<br><br>Inès<br>SILVESTRINI^1,9^<br><br>Clémence<br>ROUMA^1^	Eline<br>KEGELS^1^<br><br>Stephanie<br>VAN LAETHEM^1^<br><br>Anne-Marie<br>GÜLGER^1^<br><br>Caroline<br>MOUCHET^1^<br><br>Dieter<br>GEUENS^1^<br><br>Tim<br>MEYNEN^1^<br><br>Guillian<br>BACLIN^1^<br><br>Alexandra<br>STOICA^2,9^<br><br>Louis<br>CORNET^1^<br><br>Auriane<br>MARECHAL^1^<br><br>Diede<br>JACOBS^1^Petra LASKU^1^<br><br>Alexander<br>BOSTOEN^1^	Associated<br>with the Brussels Bar<br><br>E-List<br><br>Victor<br>SAINT-CAST^7^<br><br>B-List<br><br>Tom<br>JENKINS^4,8,9^<br><br>Roma<br>MCCOOL^4^
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1 – Advocaat / Avocat, Member of the Brussels Bar | 2 – Advocaat, Member of the Antwerp Bar | 3 – Barrister, Inn of Court, Northern Ireland | 4 – Solicitor (England and Wales) | 5 – Attorney, Member of the New York Bar | 6 – Rechtsanwalt, Member of the Düsseldorf Bar | 7 – Avocat, Member of the Lille Bar | 8 – Solicitor of the High Court of Hong Kong | 9 – BV/SRL | * – Shareholder/Director of Baker McKenzie BV/SRL

Baker McKenzie BV/SRL. Vennootschap van advocaten/Société d’avocats. BTW/TVA: BE 0426.100.511 RPR Brussel/RPM Bruxelles.

(b)	For the purposes of this opinion letter (the “Opinion Letter”):
(i)	we have reviewed only the documents referred to in paragraph 3 (Documents Reviewed); and
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(ii)	we have completed only the searches and enquiries referred to in paragraph 4 (Searches and Enquiries);
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and we have not examined any other documents relating to or affecting, and have not made any other searches or enquiries concerning, any party to the Agreement (as defined below).

(c)	Nothing in this Opinion Letter should be construed as implying that we are familiar with, or have made<br>independent review or investigation of factual matters such as, the affairs of any of the parties to the Agreement, and this Opinion Letter<br>is based solely on the investigations and subject to the limits stated in this Opinion Letter. We do not assume any responsibility for<br>advising you of the (subsequent) discovery of information not previously known to us with respect to any matters described in this Opinion<br>Letter.
(d)	The opinion in this Opinion Letter is limited to the matters stated herein and does not extend to, and<br>is not to be read as extending by implication to, any other matter in connection with the Issuance, the Agreement, the transactions to<br>which the Agreement relates, or otherwise.
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2.	Belgian Law Opinion
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(a)	This Opinion Letter is limited to matters of Belgian law as in force, and as construed in published Belgian<br>case law, as at the date of this Opinion Letter. Consequently:
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(i)	we have made no investigation of foreign law, and do not express or imply any opinion on foreign law (including,<br>but not limited to, the laws of the United States of America) or on European Union law as it affects any jurisdiction other than Belgium;
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(ii)	we do not assume any responsibility for advising you of any changes in law or otherwise after the date<br>of this Opinion Letter with respect to any matters described in this Opinion Letter; and
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(iii)	we express no opinion on matters of taxation, matters of antitrust and competition, matters of fact or<br>matters of accounting.
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(b)	As Belgian law counsel we are not qualified or able to assess the true meaning and purport of the terms<br>or any agreements, documents and legal acts (rechtshandelingen / actes juridiques) subject or expressed to be subject to any applicable<br>law other than Belgian law, including, but not limited to, the Registration Statement, the Prospectus Supplement (as defined below) and<br>the Agreement (and the obligations of the parties thereto), and we have made no investigation of such meaning and purport. Our review<br>of agreements, documents or legal acts (rechtshandelingen / actes juridiques) subject or expressed to be subject to any law other<br>than Belgian law, including, but not limited to, the Registration Statement, the Prospectus Supplement and the Agreement, has therefore<br>been limited to the terms of such documents as they appear to us on their face.
(c)	We do not admit we are “experts” within the meaning of the Securities Act, or the rules<br>and regulations of the SEC promulgated thereunder, with respect to any part of the Registration Statement, the Prospectus Supplement or<br>otherwise.
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3.	Documents Reviewed
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For the purposes of this Opinion Letter we have examined the following documents:

(a)	an electronic version of a signed copy of the securities purchase agreement (the “Agreement”)<br>relating to the Issuance, entered into on 11 August 2026, between the Company and several private parties named therein as “Purchasers”<br>(collectively, the “Investors”, and each an “Investor”);
(b)	an electronic version of a copy of the Company’s registration statement on Form F-3 (File No. 333-292463),<br>as filed with the SEC on December 29, 2025 (the registration statement at the time it became effective, including all information deemed<br>to be a part thereof, including the amendments, exhibits and schedules thereto, at the time such registration statement became effective,<br>is herein referred to as the “Registration Statement”;
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(c)	an electronic copy of the Company’s prospectus supplement reflecting the final terms of the Issuance,<br>as filed by the Company with the SEC on 13 August 2026, pursuant to Rule 424(b)under the U.S. Securities Act of 1933, as amended from<br>time to time, and supplementing the base prospectus included in the Registration Statement (the “Prospectus Supplement”);
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(d)	an electronic version of a copy of the amended and restated articles of association of the Company as<br>filed in the legal entity file (dossier van de rechtspersoon/dossier de la personne morale) on 26 June 2026, electronically certified<br>by the Royal Federation of Belgian Notaries (Koninklijke Federatie van het Belgisch Notariaat/Fédération Royale du Notariat<br>Belge) on 12 August 2026 (as available through the Fednot Database (as defined below));
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(e)	an electronic version of a signed copy of:
(i)	the minutes of the meeting of the board of directors of the Company held on 13 August 2026, authorising,<br>approving, confirming and ratifying, as relevant, amongst other things, (A) the then current draft of the Prospectus Supplement and certain<br>other materials in relation to the Issuance, (B) the then current draft of the report of the board of directors in accordance with article<br>7:198 juncto articles 7:179, 7:191 and 7:193 of the Belgian Companies and Associations Code, dated March 23, 2019, as amended from<br>time to time (the “Belgian Companies and Associations Code”), and (C) the Agreement, the transactions contemplated therein,<br>and certain other arrangements to which the Company is to be a party in relation to the Issuance;
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(ii)	the minutes of the meeting of the board of directors of the Company held before notary public on 13 August<br>2026, authorising, approving, confirming and ratifying, as relevant, amongst other things, (A) the issuance of New Shares within the framework<br>of the Issuance, and the dis-application of the statutory preferential subscription right of the Company’s existing shareholders and,<br>as far as needed, of the Company’s existing holders of subscription rights of the Company for the benefit of the Investors, within the<br>framework of the Company’s authorised capital in accordance with article 7:198 juncto articles 7:179, 7:191 and 7:193 of the Belgian<br>Companies and Associations Code, (B) the Agreement and the transactions contemplated therein in relation to the Issuance, and (C) the<br>effective realisation of the issuance of the New Shares;
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(f)	an electronic version of a signed copy of the report of the board of directors of the Company in accordance<br>with article 7:198 juncto articles 7:179, 7:191 and 7:193 of the Belgian Companies and Associations Code, approved by the meeting<br>of the board of directors referred to in paragraph 3(e)(i);
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(g)	an electronic version of a signed copy of the report of the statutory auditor of the Company prepared<br>in accordance with article 7:198 juncto articles 7:179, 7:191 and 7:193 of the Belgian Companies and Associations Code in relation<br>to the report of the board of directors referred to in paragraph 3(f); and
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(h)	an electronic version of a signed copy of the certificate issued by KBC Bank NV on 13 August 2026 in accordance<br>with article 7:198 juncto article 7:195 of the Belgian Companies and Associations Code certifying that USD 19,999,999.35 was available<br>on a blocked account in the name of the Company.
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4.	Searches and Enquiries
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We have carried out the following searches and enquiries using the registration number of the Company with the Crossroads Bank for Enterprises as it appears in this Opinion Letter:

(a)	we obtained a “full extract of the details of a registered entity (legal person)” issued<br>by the Crossroads Bank of Enterprises in relation to the Company and referring to the circumstances in existence on 13 August 2026 (the<br>“CBE Excerpt”);
(b)	on 13 August 2026, we carried out an on-line search in the Central Insolvency Register available on www.regsol.be<br>(the “Regsol Search”) in relation to the Company which did not show any bankruptcy, public judicial reorganisation or<br>transfer under judicial authority files opened in respect of the Company;
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(c)	on 12 August 2026, we carried out an on-line search and review of the Annexes to the Belgian Official<br>Gazette relating to the Company which shows any notices published up to 12 August 2026 (the “Publications”); and
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(d)	on 12 August 2026, we conducted an online search in the database of articles of association maintained<br>by the Royal Federation of Belgian Notaries (Koninklijke Federatie van het Belgisch Notariaat/Fédération Royale du Notariat<br>Belge) available on https://statuten.notaris.be/costa_v1/enterprises/search (the “Fednot Database”) in relation to<br>the Company.
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5.	Assumptions

For the purposes of this Opinion Letter, we have assumed (without making any investigation) that:

(a)	all copy documents reviewed by us conform to the originals, and all originals are genuine, complete and<br>up-to-date;
(b)	all signatures, stamps and seals on any documents submitted to us are genuine;
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(c)	the executed documents submitted to us have been signed by the persons whose names are indicated thereon<br>as being the names of the signatories and we have assumed the legal capacity (bekwaamheid/capacité) of the natural persons<br>executing such documents;
---	---
(d)	in the case of draft versions or (or draft updates to) any of the documents reviewed by us, the final<br>and executed versions of such documents are identical in all aspects to such drafts and are duly executed;
---	---
(e)	the Registration Statement and Prospectus Supplement have or will become effective and have or will be<br>filed in the form referred to in this Opinion Letter;
---	---
(f)	the Publications give a true, complete and not misleading summary of the matters reflected in the documents<br>on which such excerpts are based and such matters have not been revoked or amended by subsequent decisions by the Company (or its board<br>of directors, general shareholders’ meeting, or any of its other competent bodies or representatives) which were not published in the<br>Annexes to the Belgian Official Gazette;
---	---
(g)	the Agreement accurately records all terms agreed between the parties to it, and has not been terminated,<br>modified, superseded or varied and none of the parties to the Agreement is or will be seeking to achieve any purpose not apparent from<br>the Agreement;
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(h)	there have been, and there will be, no amendments or supplements to the documents referred to under paragraph<br>3 (Documents Reviewed) in the form as examined by us, such documents (or the matters documented therein and thereby) have not been or<br>will not be terminated, rescinded, declared null and void, or revoked, and there are no and will not be dealings, agreements or arrangements,<br>actions or events between, by or involving any of the parties to such documents which supersede any of such documents (or the matters<br>documented therein and thereby), or which otherwise affect the opinion given in this Opinion Letter;
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(i)	the seat (zetel/siège) of the Company is located in Belgium since its incorporation,<br>and the Company’s sole operational headquarters (exploitatiezetel/siège d’exploitation) are located at the place of its<br>registered office;
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(j)	the articles of association of the Company have not been amended since the restatement referred to in<br>paragraph 3(d) and accurately restate the original articles of association and the subsequent amendments thereto, except for the amendments<br>required pursuant to the decisions of the board of directors recorded to in the notarial deed referred to in paragraph 3(e)(ii);
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(k)	each of the minutes referred to in paragraph 3(e) accurately record resolutions that were duly passed<br>at a properly convened and quorate meeting of duly appointed directors of the Company, conducted in accordance with its articles of association<br>and Belgian law, (ii) do not reflect any untruthful statements, and (iii) have not been amended, revoked, varied or declared null and<br>void, and remain in full force and effect;
(l)	the directors of the Company who attended and voted at the board meetings referred to in paragraph 3(e)<br>have complied with the applicable provisions of article 7:96 of the Belgian Companies and Associations Code (as well as article 1.8, §6<br>of the Belgian Civil Code) dealing with conflicts of interest of directors (as the case may be);
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(m)	each of the resolutions of the general shareholders’ meetings of the Company referred to, set out or implied<br>in the documents referred to under paragraph 3 (Documents Reviewed) above (i) accurately record resolutions that were duly passed<br>at a properly convened and quorate meeting of genuine shareholders of the Company, conducted in accordance with its articles of association<br>and Belgian law and on the basis of reports of the board of directors (as applicable) duly approved by duly appointed directors, (ii) do<br>not reflect any untruthful statements, and (iii) have not been amended, revoked, varied or declared null and void, and remain in<br>full force and effect;
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(n)	the directors of the Company have satisfied themselves that the Issuance and the Agreement were entered<br>into for the purpose of carrying out the business of the Company as set out in its articles of association, and that entering into the<br>Issuance and the Agreement is of benefit to the Company, and their conclusions in this respect are not unreasonable;
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(o)	with respect to each party to the Agreement (other than the Company):
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(i)	it has been duly incorporated and is validly existing as a legal entity under all laws applicable to that<br>party;
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(ii)	it has all requisite power and capacity (corporate and otherwise) and, to the extent relevant, has all<br>requisite corporate benefit, to enter into the Agreement to which it is a party, and to perform its obligations thereunder;
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(iii)	no other action by, and no notice to or filing with, any governmental, administrative or other authority<br>or court on behalf of or by such party is required in order to enable it to validly enter into, sign and perform under the Agreement to<br>which it is a party;
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(iv)	it has duly authorised, approved and signed the Agreement to which it is a party;
---	---
(v)	the Agreement constitutes a valid and binding agreement or undertaking of said party, enforceable against<br>it in accordance with the terms and conditions of such Agreement; and
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(vi)	if it at any relevant time is carrying on, or purporting to carry on, banking services, investment services<br>or other regulated activity in Belgium, it is at all relevant times an authorised person or an exempt person under the relevant laws of<br>Belgium, and in compliance with all applicable rules and regulations made thereunder;
(p)	none of the parties to the Agreement is or will be subject to any contractual restrictions, restrictions<br>imposed by any court, arbitral panel or governmental, administrative or other authority that do not have general (erga omnes) application<br>or similar restrictions binding upon it which would (i) restrict its ability to enter into, assume or perform its obligations under<br>the Issuance and/or the Agreement (except, in relation to the Company, as may be set out in its articles of association), or (ii) have<br>any implication on the opinion given in this Opinion Letter;
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(q)	none of the Investors has:
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(i)	resolved to enter into liquidation, been dissolved, been annulled as a legal entity, filed an application<br>for or been subject to proceedings for judicial reorganisation, filed an application for bankruptcy or been declared bankrupt; or
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(ii)	ceased to pay its debts as they fall due or is subject to measures such as the appointment of a provisional<br>administrator or the sequestration of assets,
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and none of the Investors has taken, or become subject to, similar proceedings or measures in any applicable jurisdiction;

(r)	each party to the Agreement has complied, and will continue to comply, with the requirements of good faith<br>(goede trouw/bonne foi) and public policy (openbare orde/ordre public), and there has been no mistake of fact (dwaling/erreur),<br>fraud (bedrog/dol), duress (geweld/violence), or abuse of circumstances (misbruik van omstandigheden/abus de circonstances)<br>in relation to the Agreement to which it is a party;
(s)	none of the parties to the Agreement is or will be seeking to achieve any purpose not apparent from the<br>Agreement which might render the Agreement illegal or void, and the Agreement have been entered into for bona fide commercial reasons<br>and on arm’s length terms by each of the parties thereto;
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(t)	the obligations of all parties under the Agreement are binding and enforceable upon them under any applicable<br>law (other than Belgian law), and the exercise and performance by any party to the Agreement of its rights and obligations thereunder<br>is lawful in any place of exercise or performance (other than Belgium);
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(u)	any factual circumstances, statements and matters set out in or implied by any of the documents referred<br>to in paragraph 3 (Documents Reviewed) are true, accurate and complete;
(v)	there are no provisions of the laws of any jurisdiction outside Belgium which would have any implication<br>for the opinion given in this Opinion Letter and, insofar as the laws of any jurisdiction outside Belgium may be relevant, such laws have<br>been or will be complied with;
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(w)	for the purpose of the opinion referred to in paragraph 6 (Opinion) in so far as it relates to the actual<br>issuance of the New Shares, (i) the subscription price for the New Shares has been duly paid up and contributed in full, (ii) the New<br>Shares have been duly subscribed for, (iii) the issuance of the New Shares and the corresponding capital increase have been duly recorded<br>in the notarial deed containing the minutes of the meeting of the board of directors of the Company held before notary public referred<br>to in paragraph 3(e)(ii), (iv) such notarial deed and an excerpt therefrom were or will be duly filed and registered as required by Belgian<br>law;
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(x)	(i) the New Shares have been offered and placed, and have been allocated, and will be traded and listed<br>in each case in the manner and form as described in the Registration Statement, Prospectus Supplement and the Agreement, (ii) no public<br>offering or placement in respect of the New Shares has taken and/or will take place, and no admission to listing and/or trading on a regulated<br>market, multilateral trading facility or other securities market will take place, in Belgium, or elsewhere outside of the United States,<br>in accordance with or as contemplated by Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the<br>prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive<br>2003/71/EC, as amended from time to time (the “Prospectus Regulation”), the Belgian act of July 11, 2018 on the offering<br>of investment instruments to the public and the admission of investment instruments to the trading on a regulated market, as amended from<br>time to time, or any other relevant rules or regulations, or otherwise;
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(y)	the undertakings and agreements contained in the Agreement are and will be duly performed and complied<br>with by all parties thereto;
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(z)	the transactions contemplated by the Issuance and/or the Agreement do not or will not require the publication<br>of a prospectus in accordance with the Prospectus Regulation.
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6.	Opinion
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Based upon and subject to the assumptions, qualifications and limitations set out in this Opinion Letter, and subject to any matters, documents or events not disclosed to us, we express the following opinion insofar as Belgian law is concerned:

The New Shares, when duly authorized and sold, issued and fully paid as contemplated in the Prospectus Supplement, the Agreement, and the board resolutions recorded in the board minutes referred to in paragraph 3(e), will be validly issued, fully paid up and non-assessable (meaning that a holder of the relevant New Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such securities).

7.	Qualifications

The opinion expressed in this Opinion Letter is subject to the following qualifications:

7.1.	Reliance on searches and enquiries

The searches and enquiries referred to in paragraph 4 (Searches and Enquiries) may not be up-to-date and do not constitute conclusive evidence of the matters stated therein.

7.2.	Construction of certain terms
(a)	In this Opinion Letter Belgian legal concepts which are expressed in English are to be construed in accordance<br>with the Belgian legal concepts to which they refer.
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(b)	When used in paragraph 6 (Opinion), the terms “legal” and “valid” are references to<br>the legal character of the relevant obligation and the terms “binding” and “enforceable” mean that the relevant obligation<br>or instrument is of a type and form enforced by Belgian courts. None of these means that such an obligation or instrument will be enforced<br>in accordance with its terms in every circumstance, and they are not to be construed as a prediction of the outcome of litigation.
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7.3.	Excluded matters
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We do not express an opinion regarding:

(a)	(i) any laws of any jurisdiction (including, but not limited to, Belgium and the European Union)<br>imposing economic or trade sanctions or similar restrictive measures or regarding anti-terrorism, anti-money laundering, anti-bribery<br>or anti-tax evasion measures, (ii) any regulations enacted, administered, imposed or enforced by any relevant sanctions authority<br>or (iii) the extent, scope, legality or enforceability of any person’s obligation to comply with any of such laws or regulations;
(b)	the admission to trading and listing of the New Shares on any regulated market or other trading facility<br>for securities; and
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(c)	the accuracy or completeness of any statements or warranties of fact set out in documents referred to<br>in paragraph 3 (Documents Reviewed) (except for the representations and warranties as to which we are expressing an opinion), which statements<br>and warranties we have not independently verified.
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8.	Disclosure, Reliance and Liability
(a)	This Opinion Letter is issued by Baker McKenzie BV/SRL, a Belgian limited liability company (BV/SRL),<br>and not by or on behalf of Baker & McKenzie International (a Swiss Verein) (“BMI”) or any of its other member<br>or associated firms (together with BMI, the “Other Baker McKenzie Entities”). In this Opinion Letter the expressions<br>“we”, “us”, “our” and like expressions should be construed accordingly.
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(b)	No Other Baker McKenzie Entity or any directors, shareholders, members, partners, lawyers, employees,<br>contractors or consultants of Baker McKenzie BV/SRL or any Other Baker McKenzie Entity will be liable (whether contractually<br>or non-contractually) to any person under or in connection with this Opinion Letter or in connection with the Agreement or the Issuance.
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(c)	This Opinion Letter may only be relied upon by the Company in connection with the Registration Statement,<br>and by the subscribers to which the New Shares have been allocated as part of the Issuance. This Opinion Letter is strictly limited to<br>the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in<br>this Opinion Letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained<br>in any document.
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(d)	We consent to the filing of this Opinion Letter as an exhibit to the Registration Statement and to the<br>reference to us in the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus<br>Supplement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section<br>7 of the Securities Act or the rules and regulations of the SEC thereunder.
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(e)	This Opinion Letter may only be relied upon, and be disclosed, on condition that it is construed in accordance<br>with Belgian law and that any dispute arising out of or in connection with it is brought before a Belgian court.
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* * *

Yours faithfully,
BAKER MCKENZIE BV/SRL
/s/ Michael Van Acker	/s/ Roel Meers
Michael Van Acker	Roel Meers
Partner	Partner
[email protected]	[email protected]

Exhibit 10.1

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of August 11, 2026, by and between MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium, registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Liège, division Liège) (the “Company”), and each of the undersigned purchasers on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, the Company and each Purchaser desire to enter into this transaction to, respectively, issue and purchase the Purchased Shares (as defined below) set forth herein pursuant to the Company’s currently effective Registration Statement on Form F-3 (Registration Number 333-292463) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

WHEREAS, the Company’s board of directors intends to issue the Purchased Shares as new ordinary shares of the Company, with no nominal value per share (“Ordinary Shares”), within the framework of the Company’s authorized capital.

WHEREAS, each Purchaser wishes to purchase, and the Company wishes to issue and sell, upon the terms and conditions stated in this Agreement, Ordinary Shares.

THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

Purchase and Sale of Shares.

1.1 Sale and Issuance of Shares. On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to each Purchaser of the number of Ordinary Shares to be purchased and subscribed for by such Purchaser set forth on the signature page hereto (the “Purchased Shares”) for a purchase price per share equal to $0.454 and the purchase price for all such Purchaser’s Purchased Shares as set forth on the signature page hereto (the “Purchase Price”) and an aggregate purchase price for all Purchasers of up to $20,000,000. The Purchased Shares will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with, the existing and outstanding Ordinary Shares of the Company at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issuance of the Purchased Shares.

1.2 Closing.

(i) Subject to the satisfaction or waiver of the conditions set forth herein, the completion of the issuance and sale by the Company of the relevant Purchased Shares to each Purchaser, and the purchase and subscription of the Purchased Shares by each Purchaser, against the payment of the relevant Purchase Price for such Purchased Shares (the “Closing”) shall take place on the Closing Date (as defined below). The time and date of the Closing (the “Closing Date”) shall be as soon as practicable, but in no event later than 10:00 a.m., Eastern Time, on August 13, 2026. Subject to the requirements of Belgian company law, the Closing shall be effected by the electronic exchange of documents and signatures by electronic transmission, or by such other means or at such other place as the parties shall agree.

(ii) Each Purchaser shall pay the Purchase Price, as set forth on the Purchaser’s signature page hereto, by wire transfer in immediately available funds in USD to a special blocked bank account (as referred to in Article 7:195 of the Belgian Companies and Associations Code) designated by the Company (the “Blocked Account”). Such payment shall be initiated by the Purchaser by urgent / “same-day” “SWIFT” wire not later than 4:00 p.m., New York City time, on the Business Day (as defined below) immediately preceding the Closing Date. Subject to reception of the Purchase Price on the Blocked Account, the effective realization of the Company’s capital increase, the issuance of the relevant Purchased Shares will be acknowledged and recorded in a notarial deed in accordance with the Belgian Companies and Associations Code on the Closing Date (the “Belgian Recordation”), and the Purchaser shall subscribe (and be deemed to have subscribed) on the Closing Date for the number of Purchased Shares set forth on the Purchaser’s signature page hereto. As used herein, “Business Day” means any day except any Saturday, any Sunday, any day which is a legal holiday in Belgium and/or the United States or any day on which banking institutions in Brussels (Belgium) or the State of New York are authorized or required by law or other governmental action to remain closed.

(iii) The Purchased Shares shall, subject to and following their issuance, be issued as Ordinary Shares that are reflected directly or indirectly in the component of the Company’s share register that is held in the United States and which is managed by Computershare, as contemplated by this Agreement. Accordingly, on the Closing Date, subject to the issuance of the Purchased Shares and the payment of the Purchase Price therefor, and subject to the deliverables in Section 1.4, the Company will deliver the duly executed irrevocable transfer instructions referred to in Section 1.3(ii) to the Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”). In the event that the conditions set forth in Sections 1.5 and 1.6 are not met or waived, the Company shall refund all proceeds wired to the Blocked Account as soon as reasonably and legally possible.

1.3 Company Deliveries. The Company shall deliver or cause to be delivered to each Purchaser the following:

(i) no later than one Business Day prior to the Closing Date, the Company’s wire instructions to the Blocked Account for payment of the Purchase Price; and

(ii) on or prior to the Closing Date, a copy of the irrevocable transfer instructions to the Transfer Agent instructing the Transfer Agent to issue to each Purchaser such Purchaser’s Purchased Shares in DRS book entry form, registered in the name of the Purchaser.

1.4 Purchaser Deliveries. Each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) no later than 4:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date, the Purchase Price as set forth on the Purchaser’s signature page hereto, in United States dollars and in immediately available funds, by urgent / “same-day” “SWIFT” wire transfer to the Blocked Account;

(ii) no later than one Business Day prior to the Closing Date, an executed lock-up agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”); and

1.5 Company Closing Conditions. The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless stated to be made as of a specific date therein in which case they shall be accurate as of such date);

(ii) the delivery by each Purchaser of the items set forth in Section 1.4 of this Agreement.

1.6 Purchaser Closing Conditions. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless stated to be made as of a specific date therein in which case they shall be accurate as of such date);

(ii) the delivery by the Company of the items set forth in Section 1.3 of this Agreement;

(iii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(iv) the Purchasers shall have agreed to purchase no less than an aggregate of $10,000,000 of Purchased Shares.

Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, as of the date hereof, except as set forth in the SEC Reports (as defined below):

2.1 Incorporation, Good Standing and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in Good Standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its articles of association or other organizational or charter documents. The Company is duly qualified to conduct business and is in Good Standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in Good Standing, as the case may be, would not, individually or in the aggregate (1) have a material adverse effect on the assets, business, condition (financial or otherwise), management, operations, earnings results or prospects of the Company and its subsidiaries, considered as one entity, (2) prevent or materially interfere with the Company’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, or (3) have a material adverse effect on the legality, validity or enforceability of the transactions contemplated hereby (the occurrence of any such effect, prevention, interference or result described in the foregoing clauses (1), (2), or (3) being herein referred to as a “Material Adverse Effect”). For the purposes of this paragraph, “Good Standing” means that the Company has filed all documents required under applicable law in its jurisdiction of incorporation.

2.2 Authorization. This Agreement has been duly authorized and executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to or affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.3 Valid Issuance of Shares. The Purchased Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly authorized and will have been duly and validly issued, fully paid and nonassessable (meaning that a holder of the Purchased Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Shares upon voting or transfer or any other claim of any third party), free and clear of all liens imposed by the Company, and will be free of restrictions on transfer and freely tradable on the Nasdaq Capital Market. The Purchased Shares will not be subject to preemptive rights or rights of first refusal that have not been waived or complied with.

2.4 No Consents. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Nasdaq Capital Market) (“Consent”), or approval of the Company’s stockholders, is required in connection with the issuance and sale of the Purchased Shares or the consummation of the transactions contemplated hereby, other than (i) the Belgian Recordation and the relevant filings in relation thereto as contemplated by Belgian company law; (ii) registration of Ordinary Shares under the Securities Act, which has been effected, (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Purchased Shares are being offered; (iv) under the FINRA Rules, (v) the filing with the SEC (as defined below) of a final prospectus supplement to the Registration Statement relating to the transactions contemplated hereby (the “Prospectus Supplement”) or (vi) any filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which have been or will be made when and how required.

2.5 Offering. The issuance by the Company of the Purchased Shares has been registered under the Securities Act and the Purchased Shares are being issued pursuant to the Registration Statement. The Registration Statement is effective and available for the issuance of the Purchased Shares thereunder and the Company has not received any notice that the U.S. Securities and Exchange Commission (the “SEC”) has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance of the Purchased Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto complied and will comply in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the base prospectus included in the Registration Statement (the “Prospectus”) and any amendments or supplements thereto (including, without limitation, the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, complied and will comply in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company meets all of the requirements for the use of Form F-3 under the Securities Act for the offering and sale of the Purchased Shares. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The Company has not distributed any offering material in connection with the offering and sale of any of the Purchased Shares, other than the Registration Statement, the Prospectus or the Prospectus Supplement. The Prospectus Supplement does not contain any material non-public information other than the terms of the transactions contemplated by this Agreement.

2.6 Litigation. As of the date hereof, there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

2.7 No Conflicts. Neither the execution and delivery by the Company of, nor the performance by the Company of its obligations under, this Agreement will conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of the Company or any of its subsidiaries pursuant to, or constitute a default under (i) any statute, law, rule, regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over the Company or any of its subsidiaries; (ii) the certificate of incorporation or bylaws of the Company or the organizational documents of any subsidiary; or (iii) any contract, agreement, obligation, covenant or instrument to which the Company or any of its subsidiaries (or any of their assets) are subject or bound, other than, in the cases of clauses (i) and (iii), such conflicts, breaches, violations, liens, charges, encumbrances and defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

2.8 SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.9 Absence of Certain Events and Changes. Except as disclosed in the Company’s SEC filings, since the date of the last day of the period covered by the Company’s most recently filed periodic report covering an annual or interim period with the SEC, (i) there has not been any event, change or development which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect and (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders.

2.10 Broker’s Fees. No agent, broker, investment banker, person or firm acting on behalf of or under the authority of the Company is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. The Company agrees to indemnify each Purchaser for any claims, losses or expenses incurred by such Purchaser as a result of this representation being untrue.

Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants, severally and not jointly, to the Company that:

3.1 Organization; Authorization. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Purchaser has full power and authority to enter into this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2 Receipt and Review of Information. The Purchaser acknowledges its receipt and review prior to its execution of this Agreement of the Prospectus Supplement describing the Purchased Shares and the offering thereof, including the Prospectus attached thereto.

3.3 Other Purchasers. The Purchaser acknowledges that the Company will authorize at the latest on the Closing the sale and issuance to certain investors of up to an aggregate of $20,000,000 of Ordinary Shares pursuant to this Agreement and other substantially similar purchase agreements.

3.4 No Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Shares or the fairness or suitability of the investment in the Purchased Shares nor have such authorities passed upon or endorsed the merits of the offering of the Purchased Shares.

3.5 No Conflicts. Neither the execution and delivery by the Purchaser of, nor the performance by the Purchaser of its obligations under, this Agreement will conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of the Purchaser or any of its subsidiaries pursuant to, or constitute a default under (i) any statute, law, rule, regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over the Purchaser or any of its subsidiaries; (ii) the certificate of incorporation or bylaws or other organizational or constitutive documents of the Purchaser or the organizational documents of any of its subsidiaries; or (iii) any contract, agreement, obligation, covenant or instrument to which the Purchaser or any of its subsidiaries (or any of their assets) are subject or bound, other than, in the cases of clauses (i) and (iii), such conflicts, breaches, violations, liens, charges, encumbrances and defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

3.6 No Consents. No Consent is required to be obtained or filed by the Purchaser in connection with the authorization, execution and delivery of this Agreement or with the subscription for the Purchased Shares.

3.7 Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment.

3.8 Broker’s Fees. No agent, broker, investment banker, person or firm acting on behalf of or under the authority of the Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission from the Purchaser directly or indirectly in connection with the transactions contemplated herein.

Miscellaneous.

4.1 Survival of Warranties. The warranties, representations and covenants of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchasers or the Company.

4.2 Legend. Each Purchaser acknowledges and agrees that during the Lock-Up Period (as such term is defined in the Lock-up Agreement), the Purchased Shares will contain an appropriate restriction on the share register maintained by the Transfer Agent. The Company shall cause such restriction to be removed upon the termination of such Lock-up Period.

4.3 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Purchased Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.4 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

4.5 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.8 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

4.9 Expenses. Irrespective of whether the Closing is effected, each party shall bear their own costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

4.10 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Purchasers concerned. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of securities purchased pursuant to this Agreement, each future holder of all such securities, and the Company.

4.11 Further Assurances; Limited Power of Attorney. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. Each Purchaser hereby irrevocably appoints Ron Kalfus, Joseph Sollee, any director of the Company and any associate or employee of the Notary Public that is involved in the Belgian Recordation as its special attorney-in-fact (each a “Proxy Holder”), each Proxy Holder acting individually and with power of substitution and power to sub-delegate, in order to cause to be recorded in any relevant deed in connection with the Belgian Recordation or other document required in connection with the issuance or delivery of the Purchased Shares (i) the subscription for the Purchased Shares by the Purchaser, as contemplated by this Agreement, (ii) the payment of the relevant Purchase Price therefor, and (ii) the delivery of the Purchased Shares.

4.12 Severability; Entire Agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.

4.13 Disclosure. The Company shall, at or before 9:00 a.m., New York time, on the first Business Day after the Closing, issue a press release disclosing all the material terms of the transactions contemplated hereby. Without the prior written consent of any applicable Purchaser, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of such Purchaser or its investment adviser in any filing, announcement, release or otherwise, except to the extent such disclosure is required by applicable laws (including the Belgian Companies and Associations Code) or Nasdaq regulations.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	Company:

	MDXHEALTH SA
	By:
	Name:
	Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]

PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT

	Purchaser:

	By:
	Name:
	Title:
Address:
---
Tax ID:
Rounded Purchase Price:
Agg. Purchase Price:
Price per Share:
No. of Purchased Shares:

Exhibit A

Lock-up Agreement

This LOCK-UP AGREEMENT (this “Agreement”), dated as of August [●], 2026, is entered into by and among MDxHealth SA (the “Company”), and the undersigned stockholder (Stockholder”).

WHEREAS, the Company and Stockholder have entered into a Securities Purchase Agreement dated on or about the date hereof (the “SPA”), pursuant to which Stockholder has agreed to purchase ordinary shares of the Company, with no nominal value per share (the “Purchased Shares”); and

WHEREAS, in connection with entry into the SPA Stockholder has agreed to enter into this lock-up agreement;

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

During the period specified in the second succeeding paragraph (the “Lock-Up Period”), Stockholder will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, the Purchased Shares; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Purchased Shares or; (3) publicly disclose the intention to do any of the foregoing.

The undersigned agrees that the foregoing restrictions preclude Stockholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Purchased Shares even if such securities would be disposed of by someone other than Stockholder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Purchased Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such securities.

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 90 days after the date of the SPA.

Notwithstanding the foregoing, Stockholder may transfer the Purchased Shares (i) if Stockholder is a corporation, partnership, limited liability company, trust or other legal or business entity (1) transfers to another corporation, partnership, limited liability company, trust or other legal or business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Stockholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Stockholder or affiliates of Stockholder (including, for the avoidance of doubt, where Stockholder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), (2) distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares to limited partners, limited liability company members or shareholders of Stockholder or (3) transfers pursuant to the merger, liquidation, concursus (“samenloop”), de-merger, transfer or contribution of a branch of activity or transfer or contribution of a universality of or by such Stockholder, (ii) transfers pursuant to a bona fide third-party tender offer (or giving an irrevocable commitment to accept such offer), merger, consolidation or other similar transaction made to all or substantially all holders of the Company’s capital stock (other than the offeror and persons affiliated to or acting in concert with the offeror) involving a change of control of the Company; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Purchased Shares shall remain subject to the restrictions contained in this Lock-Up Agreement; provided, however, that the Purchased Shares shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement and the transferee agrees in writing with the Company to be bound by the terms hereof.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer would constitute a violation or breach of this Lock-Up Agreement.

Stockholder hereby represents and warrants that Stockholder has full power and authority to enter into this Lock-Up Agreement and that upon request, Stockholder will execute any additional documents necessary to ensure the validity or enforcement of this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of Stockholder shall be binding upon the successors, assigns, heirs or personal representatives of Stockholder.

This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

If any signature to this Lock-Up Agreement is delivered by electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Lock-Up Agreement (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), such electronic mail or other electronic transmission shall create a valid and binding obligation of Stockholder with the same force and effect as if such signature were an original. Execution and delivery of this Lock-Up Agreement by electronic mail or other electronic transmission is legal, valid and binding for all purposes.

COMPANY:
MDXHEALTH SA
By:
Name:
Title:
STOCKHOLDER:
---	---
Printed Name of Stockholder
By:
Signature
Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

MDXH 6-K