MDxHealth SA 6-K, filed May 6, 2022
MDxHealth SA (MDXH)
About this 6-K
MDxHealth SA filed this 6-K on May 6, 2022.
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 May 2022
Commission File Number 001-40996
MDXHEALTH SA
(Translation of registrant’s name into English)
CAP Business Center
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
+32 4 257 70 21
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
MDXHEALTH SA
MDxHealth SA (the “Company”) hereby furnishes the attached documents in connection with its Ordinary and Extraordinary General Shareholders’ Meetings to be held on Wednesday, May 25, 2022 at 10:00 a.m., Belgian time, at the offices of the notary public Stijn Raes, at Kortrijksesteenweg 1147, 9051 Ghent, Belgium, or at such other place as will be indicated at that place at that time.
The information in the attached Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Proxy Card | |
| 99.2 | Notice of The Bank of New York Mellon, as Depositary, of Ordinary and Extraordinary Shareholders’ Meeting of MDxHeath SA |
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: May 6, 2022 | By: | /s/ Michael McGarrity | |
| Name: | Michael McGarrity | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
Exhibit 99.2
Notice of The Bank of New York Mellon, as Depositary, of
Ordinary and Extraordinary Shareholders’ Meeting of
MDxHeath SA
to be held on May 25, 2022
Only those Holders of ADSs of record on April 27, 2022 (the “ADS Record Date”) and
May 11, 2022 (the “Share Record Date”) are entitled to vote at the Meeting
A Holder of American Depositary Shares (“ADSs”) may instruct The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted in the manner set forth in a timely submitted Voting Instruction Form and as further described in this Notice the amount of Shares or other Deposited Securities represented by the ADSs of MDxHealth SA (the “Company”) held by such Holder as of the ADS Record Date and the Share Record Date, at the Ordinary and Extraordinary General Shareholders’ Meeting of the Company, to be held at the offices of the notary public Stijn Raes, at Kortrijksesteenweg 1147, 9051 Ghent, Belgium May 25, 2022 at 10:00 a.m., to discuss and vote on the agenda items set forth in the Voting Instruction Form.
Subject to Belgian law, the Articles of Association of the Company, the provisions of or governing the Shares and any other Deposited Securities, and the terms of the Deposit Agreement among the Company, the Depositary, and the Owners and Holders of ADSs, Holders of ADSs as of the ADS Record Date will be entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Deposited Securities represented by their ADSs. However, in order to comply with the requirements of Belgian law, the voting instructions of any such Holder will be disregarded if the Depositary is unable to confirm such Holder’s continued ownership of ADSs as of the Share Record Date. The Depositary agrees not to vote, cause to be voted or attempt to exercise the right to vote that attaches to any Shares or any other Deposited Securities, other than in accordance with valid voting instructions given or deemed given in compliance with the Deposit Agreement.
Holders of ADSs holding their ADSs in a brokerage or custodian account through The Depository Trust Company (“DTC Holders”) as of the ADS Record Date must continue to own their ADSs as of the Share Record Date and must instruct their broker or custodian to give voting instructions to the Depositary and to confirm ownership of the ADSs as of the Share Record Date to the Depositary. The Depositary will attempt to verify with applicable brokers or custodians the continued ownership by DTC Holders of ADSs as of the Share Record Date.. Failure to confirm continued ownership of ADSs by DTC Holders as of the Share Record Date will invalidate voting instructions previously delivered to the Depositary.
Holders of ADSs registered in their name on the books of the Depositary (a “Registered Holder”) as of the ADS Record Date must timely deliver voting instructions to the Depositary and continue to be the Registered Holder of such ADSs registered on the books of the Depositary as of the Share Record Date. If a Registered Holder transfers or cancels ADSs at any time before the Share Record Date, any voting instructions delivered to the Depositary will be invalidated. The Depositary will verify the continued registration on its books of the ADSs as of the Share Record Date in the name of the instructing Registered Holders and will recognize as valid only the voting instructions that were timely received from Registered Holders as of the ADS Record Date who continue to be Registered Holders as of the Share Record Date.
All duly completed Voting Instructions Forms must be received by the Depositary from Holders of ADSs at the latest by 12:00 p.m. NY Time May 17, 2022.
For more information and to view relevant proxy materials, please visit the Ordinary and Extraordinary General Shareholders’ Meetings (May 25, 2022) section on: https://mdxhealth.com/shareholder-information/
The Bank of New York Mellon, as Depositary