NYXH 6-K
Nyxoah SA (NYXH)
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 December 2025
Commission File Number: 001-40552
NYXOAH SA
(Translation of registrant’s name into English)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(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 x 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.
Nyxoah SA
On December 2, 2025, Nyxoah SA (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1.
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall 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.
Exhibits
| 99.1 | Press Release, dated December 2, 2025 |
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.
| NYXOAH SA | ||
| Date: December 5, 2025 | By: | /s/ John Landry |
| Name: | John Landry | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Publication relating to transparency notifications
December 2, 2025
REGULATED INFORMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium), December 2, 2025, 10:30 pm CET / 4:30 pm ET – In accordance with article 14 of the Act of 2 May 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received two transparency notifications as detailed below.
Robert Taub / BMI Estate
On November 27, 2025, Nyxoah received a transparency notification from Robert Taub and related person BMI Estate. Based on the notification, Robert Taub (together with his controlled undertakings) holds 4,290,800 voting rights, consisting of 4,240,800 voting rights linked to securities and 50,000 equivalent financial instruments, representing 9.97% of the total number of voting rights on November 20, 2025 (43,026,460).
The notification dated November 27, 2025 contains the following information:
| · | Reason for the notification: passive crossing of a threshold | |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: |
| · | Robert Taub | |
| · | BMI Estate (with address at Avenue des Croix de Guerre 149 / 13, 1120 Brussels) |
| · | Date on which the threshold was crossed: November 20, 2025 | |
| · | Threshold that is crossed: 10% | |
| · | Denominator: 43,026,460 | |
| · | Notified details: |
| A) Voting rights | Previous notification | After the transaction | ||||||||||||||||||
| # of voting rights | # of voting rights | % of voting rights | ||||||||||||||||||
| Holders of voting rights | Linked
to securities | Not linked
to the securities | Linked
to securities | Not linked
to the securities | ||||||||||||||||
| Robert Taub | 2,121,470 | 2,712,510 | 6.30 | % | ||||||||||||||||
| BMI Estate | 0 | 567,484 | 1.32 | % | ||||||||||||||||
| Robelga SRL | 696,000 | 960,806 | 2,23 | % | ||||||||||||||||
| Subtotal | 2,817,470 | 4,240,800 | 9.86 | % | ||||||||||||||||
| TOTAL | 4,240,800 | 0 | 9.86 | % | 0.00 | % | ||||||||||||||
| B) Equivalent financial instruments | After the transaction | |||||||||||||||||
| Holders of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise
period or date | # of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement | ||||||||||||
| Robert Taub | Warrants | 08/06/2027 | 25,000 | 0.06 | % | cash | ||||||||||||
| Robert Taub | Warrants | 14/06/2028 | 25,000 | 0.06 | % | cash | ||||||||||||
| TOTAL | 50,000 | 0.12 | % | |||||||||||||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||||
| 4,290,800 | 9.97 | % | ||||||
| · | Full chain of controlled undertakings through which the holding is effectively held: Robelga SRL is 100% owned by BMI Estate (a partnership (société simple ) without legal personality). Robert Taub has 100% usufruct and Robert Taub’s children have 100% bare ownership of BMI Estate. |
Robert Taub / BMI Estate
On December 2, 2025, Nyxoah received a transparency notification from Robert Taub and related entity BMI Estate. Based on the notification, Robert Taub (together with his controlled undertakings) holds 4,360,800 voting rights, consisting of 4,310,800 voting rights linked to securities and 50,000 equivalent financial instruments, representing 10.14% of the total number of voting rights on December 1, 2025 (43,026,460).
The notification dated December 2, 2025 contains the following information:
| · | Reason for the notification: acquisition or disposal of voting securities or voting rights | |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: |
| · | Robert Taub | |
| · | BMI Estate (with address at Avenue des Croix de Guerre 149 / 13, 1120 Brussels) |
| · | Date on which the threshold was crossed: December 1, 2025 | |
| · | Threshold that is crossed: 10% | |
| · | Denominator: 43,026,460 | |
| · | Notified details: |
| A) Voting rights | Previous notification | After the transaction | ||||||||||||||||||
| # of voting rights | # of voting rights | % of voting rights | ||||||||||||||||||
| Holders of voting rights | Linked to securities | Not linked to the securities | Linked to securities | Not linked to the securities | ||||||||||||||||
| Robert Taub | 2,712,510 | 2,712,510 | 6.30 | % | ||||||||||||||||
| BMI Estate | 567,484 | 567,484 | 1.32 | % | ||||||||||||||||
| Robelga SRL | 960,806 | 1,030,806 | 2.40 | % | ||||||||||||||||
| Subtotal | 4,240,800 | 4,310,800 | 10.02 | % | ||||||||||||||||
| TOTAL | 4,310,800 | 0 | 10.02 | % | 0.00 | % | ||||||||||||||
| B) Equivalent financial instruments | After the transaction | ||||||||||||||||||
| Holders of equivalent financial instruments | Type of financial instrument | Expiration date | Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised | % of voting rights | Settlement | |||||||||||||
| Robert Taub | Warrants | 08/06/2027 | 25,000 | 0.06 | % | cash | |||||||||||||
| Robert Taub | Warrants | 14/06/2028 | 25,000 | 0.06 | % | cash | |||||||||||||
| TOTAL | 50,000 | 0.12 | % | ||||||||||||||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||||
| 4,360,800 | 10.14 | % | ||||||
| · | Full chain of controlled undertakings through which the holding is effectively held: Robelga SRL is 100% owned by BMI Estate (a partnership (société simple ) without legal personality). Robert Taub has 100% usufruct and Robert Taub’s children have 100% bare ownership of BMI Estate. |
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Contact:
Nyxoah
John Landry, CFO
Attachment
| · | 2025 12 02 PR Transparency notification (Robert Taub) (ENG) |