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 June 2026
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
European Investment Bank Proceeds
On June 17, 2026, Nyxoah SA (the “Company”) issued a press release announcing that it received approximately $15.0 million (€13.8 million) in proceeds from the second tranche of its existing loan facility with the European Investment Bank. A copy of the press release is attached hereto as Exhibit 99.1.
Invitation to Attend Extraordinary Shareholders’ Meeting of the Company
On June 19, 2026, the Company issued a press release announcing the Company will hold an extraordinary shareholders’ meeting on Thursday, July 9, 2026 at 2:00 p.m. CET. A copy of the press release is a attached hereto as Exhibit 99.2
Press Release
On June 17, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.3.
The information under the headings “Invitation to Attend Extraordinary Shareholders’ Meeting of the Company” and “Press Release” above and the information in the attached Exhibits 99.1, 99.2, and 99.3 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.
The information under the heading “European Investment Bank Proceeds” above shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-261233, 333-269410, 333-283103, 333-285960 and 333-294644) and Form F-3 (Registration Number 333-285982) of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| 99.1 | Press Release, dated June 17, 2026 |
| 99.2 | Press Release, dated June 19, 2026 |
| 99.3 | Press Release, dated June 17, 2026 |
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: June 23, 2026 | By: | /s/ John Landry |
| Name: | John Landry | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Nyxoah Receives $15 Million from the European Investment Bank
Non-dilutive debt funding complements the Company’s June equity raise, bringing total capital raised to $110 million
Mont-Saint-Guibert, Belgium – June 17, 2026, 10:05 pm CET / 4:05 pm ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on developing innovative solutions for Obstructive Sleep Apnea (OSA), today announced that it has received $15 million (€13.8 million) in proceeds from the second tranche of its loan facility with the European Investment Bank (EIB). The drawdown follows the recent confirmation that the Company had satisfied the predefined criteria required to access this tranche.
With this drawdown, Nyxoah has raised approximately $110 million in total new capital in June 2026, combining the proceeds of its underwritten public offering with this non-dilutive EIB financing.
The EIB proceeds are intended first and foremost to accelerate the commercial launch of Genio in the United States, while also supporting continued investment in research and development and the scale-up of manufacturing. As non-dilutive capital, the EIB financing reinforces the Company’s balance sheet without diluting existing shareholders.
“Receiving these funds from the European Investment Bank completes a transformative financing for Nyxoah,” said Olivier Taelman, Chief Executive Officer. “The EIB’s continued support is a strong endorsement of our technology and of the long-term potential of our mission to make sleep simple for OSA patients. This non-dilutive capital, alongside the equity proceeds raised this month, allows us to accelerate the commercial launch of Genio in the United States while continuing to invest in innovation. We are entering the next phase of our growth from a position of strength.”
About Nyxoah
Nyxoah is a medical technology company focused on the development and commercialization of innovative solutions to treat OSA. Nyxoah’s lead solution is the Genio system, a patient-centered, leadless and battery-free hypoglossal neurostimulation therapy for OSA, the world’s most common sleep disordered breathing condition that is associated with increased mortality risk and cardiovascular comorbidities. Nyxoah is driven by the vision that OSA patients should enjoy restful nights and feel enabled to live their life to its fullest.
Following the successful completion of the BLAST OSA study, the Genio system received its European CE Mark in 2019. Nyxoah completed two successful IPOs: on Euronext Brussels in September 2020 and NASDAQ in July 2021. Following the positive outcomes of the BETTER SLEEP study, Nyxoah received CE mark approval for the expansion of its therapeutic indications to Complete Concentric Collapse (CCC) patients, currently contraindicated in competitors’ therapy. Additionally, the Company announced positive outcomes from the DREAM IDE pivotal study and receipt of approval from the FDA for a subset of adult patients with moderate to severe OSA with an AHI of greater than or equal to 15 and less than or equal to 65.
For more information, please visit http://www.nyxoah.com.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
Forward-looking statements
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company’s or, as appropriate, the Company directors’ or management’s current expectations regarding the intended use of the proceeds under the second tranche of the European Investment Bank loan; the Company’s capital position; the Genio system; the potential advantages of the Genio system; and the Company’s commercialization strategy and growth in the U.S. market. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome and financial effects of the plans and events described herein. These risks and uncertainties include, but are not limited to, the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 26, 2026 and subsequent reports that the Company files with the SEC. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward-looking statements contained in this press release regarding past trends or activities are not guarantees of future performance and should not be taken as a representation that such trends or activities will continue in the future. In addition, even if actual results or developments are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. No representations and warranties are made as to the accuracy or fairness of such forward-looking statements. As a result, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based, except if specifically required to do so by law or regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
Contacts:
Nyxoah
John Landry, CFO
Rémi Renard, Head of Investor Relations & Corporate Communication
Exhibit 99.2
Invitation to attend the extraordinary shareholders’ meeting of the Company to be held on July 9, 2026
June 19, 2026
REGULATED INFORMATION
June 19, 2026, 10:30pm CET / 4:30pm ET
NYXOAH SA
(Euronext Brussels/Nasdaq: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(hereinafter the “Company”)
Invitation to attend the extraordinary shareholders’ meeting of the Company to be held on July 9, 2026
The board of directors of the Company is pleased to invite its securities holders to attend the extraordinary shareholders’ meeting of the Company, to be held on Thursday, July 9, 2026 at 2:00 p.m. CET at the Company’s seat, or at such other place as will be indicated prior to such time.
The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the extraordinary shareholders’ meeting to follow the meeting remotely and ask questions, as the case may be in writing, during the meeting. The modalities to attend the meeting via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the extraordinary shareholders’ meeting as referred to in Article 7:137 of the Belgian Code of Companies and Associations (the “CCA”), but will be an extra facility for securities holders to follow the shareholders’ meeting. Holders of securities wishing to attend the meeting via video conference and also validly vote on the items on the agendas, are invited to exercise their voting rights prior to the shareholders’ meeting by following the rules set out in this convening notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company.
In order to facilitate the keeping of the attendance list on the day of the extraordinary shareholders’ meeting, the holders of securities issued by the Company and their representatives are invited to register as from 1:45 p.m. CET.
AGENDA OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
| 1. | Acknowledgment and discussion of the special report by the board of directors drawn up in accordance with article 7:199 of the CCA relating to the proposal to renew the authorized capital | |
| 1. | Renewal of the authorization to the board of directors to increase the share capital within the framework of the authorized capital |
Proposed decision: The shareholders’ meeting resolves to renew the authorization to the board of directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorization, with an aggregate amount equal to the amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital, and this in accordance with the terms and conditions set forth in the special report of the board of directors prepared in accordance with Article 7:199 of the CCA, as referred to in agenda item 1 of this extraordinary shareholders’ meeting.
Consequently, the shareholders’ meeting resolves to delete the first and second paragraph of Article 7 (“Authorized capital”) of the articles of association of the Company entirely and to replace such first and second paragraph of Article 7 respectively with the following text (whereby (i) the amount referred to between brackets in the first paragraph shall be the amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital, (ii) the date referred to between brackets in the second paragraph shall be the date of the shareholders’ meeting approving the renewed authorized capital, and (iii) the other provisions of Article 7 remain in place and are re-approved):
A) text of the first paragraph: “The board of directors is authorized to increase the capital of the company on one or several occasions in accordance with the Code of Companies and Associations by a maximum aggregate amount of EUR [amount of the capital of the Company on the date immediately preceding the date of the shareholders’ meeting resolving on the approval of the renewed authorized capital].”
B) text of the second paragraph: “This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian State Gazette of an extract of the minutes of the extraordinary shareholders’ meeting of the company of [date of the shareholders’ meeting approving the renewed authorized capital].”
| 1. | Power of attorney to the notary |
Proposed decision: The shareholders’ meeting decides to grant the acting notary, and any other notary of “Berquin Notarissen”, all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law.
ADMISSION FORMALITIES AND PARTICIPATION IN THE SHAREHOLDERS’ MEETING
In order to attend the extraordinary shareholders’ meeting on July 9, 2026, the holders of shares, subscription rights and convertible bonds must comply with articles 26 and 27 of the Company’s articles of association and the following formalities.
The holders of subscription rights or convertible bonds issued by the Company can, in accordance with Article 7:135 of the CCA, only attend the shareholders’ meeting with a consultative vote.
In order to be able to participate in the extraordinary shareholders’ meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below.
Registration date
The registration date is June 25, 2026 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meeting. The number of securities held by the securities holder on the day of the meeting will not be taken into account.
| · | Holders of registered shares, subscription rights or convertible bonds must be registered in the Company’s share register, subscription rights register or convertible bond register, as the case may be, by midnight (Belgian time) on June 25, 2026. | |
| · | Holders of dematerialized shares must deliver, or have delivered, to the Company, at the latest on July 3, 2026 at midnight (Belgian time), a certificate issued by the authorized account holder or by the settlement institution certifying the number of dematerialized shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meeting. This certificate must be sent to the Company by e-mail to [email protected]. |
Intention to participate in the meeting
The securities holders must inform the board of directors of the Company by e-mail to [email protected] no later than July 3, 2026, of their intention to participate in the meeting, indicate the number of securities for which they intend to vote, and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date.
In order to attend the meeting, securities holders and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and their power of representation, at the latest immediately before the start of the meeting.
Voting by proxy or by mail
Shareholders can exercise their voting rights prior to the meeting either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company.
If shareholders vote by proxy, the proxy holder will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions contained in the proxy.
The proxy voting form and the form for voting by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company’s website ( https://investors.nyxoah.com/shareholder-information > Shareholders’ Meetings).
If shareholders vote by proxy or by mail, they must, in addition to the above formalities, send by e-mail to [email protected] a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the Company no later than July 3, 2026.
Note that the proxy voting forms and the forms for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 § 2 of the CCA.
Participation in the virtual shareholders’ meeting
Securities holders wishing to participate remotely, virtually and in real time, to the Company’s extraordinary shareholders’ meeting are required to confirm their participation and communicate their e-mail address to the Company by July 3, 2026 at the latest by e-mail to [email protected].
A few days before the shareholders’ meeting, securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company) a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders’ meeting via their computer, tablet or smartphone.
Just before the start of the shareholders’ meeting, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the case may be enter their user name and password, in order to join the virtual shareholders’ meeting.
Securities holders attending the virtual shareholders’ meeting will have the opportunity to view the live broadcast of the meeting in real time and to ask questions to the directors, as the case may be in writing, during the meeting regarding the items on the agenda.
Right to ask questions
Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agenda of the extraordinary shareholders’ meeting, by e-mail to [email protected], no later than July 3, 2026. The answers to these questions will be provided during the extraordinary shareholders’ meeting in accordance with applicable law.
Documentation
All documents concerning the extraordinary shareholders’ meeting that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company’s website on: https://investors.nyxoah.com/shareholder-information. The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail ([email protected]). Shareholders may also obtain a hard copy of these documents free of charge by sending an e-mail to [email protected].
The aforementioned formalities, as well as the instructions on the Company’s website and on the proxy voting forms and forms for voting by mail must be strictly observed.
Various
Quorum: In accordance with Article 7:153, second paragraph of the CCA, the extraordinary shareholders’ meeting can validly deliberate and vote on the agenda items of the extraordinary shareholders’ meeting, irrespective of the portion of the capital that is represented by the shareholders present or represented.
Voting: Each share entitles the holder to one vote.
Majority: In accordance with Article 7:153 of the CCA, the decision proposed in item 2 of the agenda of the extraordinary shareholders’ meeting will be adopted if it is approved by 75% of the votes validly cast by the shareholders present or represented whereby blank votes and abstentions are not taken into account. In accordance with applicable law, the decision proposed in item 3 of the agenda of the extraordinary shareholders’ meeting will be adopted if it is approved by a simple majority of the votes validly cast by the shareholders present or represented.
Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company’s shareholders’ meeting.
The processing of such data will be carried out for the purpose of organizing and holding the shareholders’ meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company’s securities holders’ base.
The data include, but are not limited to, the following: identification data, the number and nature of a holder’s securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing.
The processing of such data will be carried out, mutatis mutandis, in accordance with the Company’s privacy notice available on the Company’ website: https://www.nyxoah.com/privacy-notice-nyxoah.
The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled “What rights can you exercise?” of the aforementioned privacy notice.
All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders’ meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at [email protected].
The board of directors
Attachment
| · | Nyxoah - Second ESM 2026 convening notice - PR - ENG |
Exhibit 99.3
REGULATED INFORMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium), June 17, 2026, 10:30 pm CET / 4:30 pm ET – In accordance with article 14 of the Law of May 2, 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received transparency notifications as detailed below.
Robert Taub
On June 16, 2026, Nyxoah received a transparency notification from Robert Taub following an acquisition of voting securities by Robert Taub and Robelga SRL (an entity controlled by Robert Taub). Based on the notification, on June 10, 2026, Robert Taub (together with Robelga SRL) held 14,440,277 voting rights, representing 14.45% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284), and 50,000 equivalent financial instruments, representing 0.05% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284).
The notification dated June 16, 2026 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 | |
| - | Robelga SRL (with address at Avenue des Croix de Guerre 149 / 13, 1120 Brussels) |
| · | Date on which the threshold was crossed: June 10, 2026 | |
| · | Threshold that is crossed: 10% | |
| · | Denominator: 99,926,284 | |
| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | 6,766,564 | 6.77 | % | ||||||||||||||||
| Robelga SRL | 1,598,290 | 7,673,713 | 7.68 | % | ||||||||||||||||
| Subtotal | 4,310,800 | 14,440,277 | 14.45 | % | ||||||||||||||||
| TOTAL | 14,440,277 | 0 | 14.45 | % | 0.00 | % | ||||||||||||||
1
| 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 | 0.03 | % | cash | ||||||||||||
| Robert Taub | Warrants | 14/06/2028 | 25,000 | 0.03 | % | cash | ||||||||||||
| TOTAL | 50,000 | 0.05 | % | |||||||||||||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||
| 14,490,277 | 14.50 | % |
| · | 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. |
Pierre-Edouard Stérin
On June 17, 2026, Nyxoah received a transparency notification from Pierre-Edouard Stérin following an acquisition of voting securities by B.A.D. 21 SRL (an entity controlled by Pierre-Edouard Stérin). Based on the notification, on June 10, 2026, Pierre-Edouard Stérin (taking into account the holdings of his affiliates) held 7,221,666 voting rights, representing 7.23% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284).
The notification dated June 17, 2026 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: |
| - | Pierre-Edouard Stérin | |
| - | Lemahieu Holding SRL (with address at Rue Haute 21, 1380 Lasne, Belgium) | |
| - | Graal Holding SRL (with address at Rue Haute 21, 1380 Lasne, Belgium) | |
| - | B.A.D. 21 SRL (with address at Rue Haute 21, 1380 Lasne, Belgium) |
| · | Date on which the threshold was crossed: June 10, 2026 | |
| · | Threshold that is crossed: 5% | |
| · | Denominator: 99,926,284 |
2
| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | ||||||||||||||||
| Pierre-Edouard Stérin | 0 | 0 | 0.00 | % | 0.00 | % | ||||||||||||||
| Lemahieu Holding SRL | 0 | 0 | 0.00 | % | 0.00 | % | ||||||||||||||
| Graal Holding SRL | 0 | 0 | 0.00 | % | 0.00 | % | ||||||||||||||
| B.A.D. 21 SRL | 7,221,666 | 0 | 7.23 | % | 0.00 | % | ||||||||||||||
| Subtotal | 7,221,666 | 7.23 | % | |||||||||||||||||
| TOTAL | 7,221,666 | 0 | 7.23 | % | 0.00 | % | ||||||||||||||
| · | Full chain of controlled undertakings through which the holding is effectively held: B.A.D. 21 SRL is controlled by Graal Holding SRL, which itself is controlled by Lemahieu Holding SRL, which is controlled by Mr. Pierre-Edouard Stérin. |
Cochlear Limited
On June 16, 2026, Nyxoah received a transparency notification from Cochlear Limited following the passive crossing of a threshold by Cochlear Investments Pty Ltd (an entity controlled by Cochlear Limited). Based on the notification, on June 10, 2026, Cochlear Limited (taking into account the holding of its affiliate) held 5,847,283 voting rights, representing 5.85% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284).
The notification dated June 15, 2026 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: |
| - | Cochlear Limited (with address at 1 University Avenue, Macquarie University, NSW 2109, Australia) | |
| - | Cochlear Investments Pty Ltd (with address at 1 University Avenue, Macquarie University, NSW 2109, Australia) |
| · | Date on which the threshold was crossed: June 10, 2026 | |
| · | Threshold that is crossed: 10% | |
| · | Denominator: 99,926,284 |
3
| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | ||||||||||||||||
| Cochlear Limited | 0 | 0 | 0 | 0.00 | % | 0.00 | % | |||||||||||||
| Cochlear Investments Pty Ltd | 5,631,319 | 5,847,283 | 0 | 5.85 | % | 0.00 | % | |||||||||||||
| Subtotal | 5,631,319 | 5,847,283 | 5.85 | % | ||||||||||||||||
| TOTAL | 5,847,283 | 0 | 5.85 | % | 0.00 | % | ||||||||||||||
| · | Full chain of controlled undertakings through which the holding is effectively held: Cochlear Investments Pty Ltd is a wholly owned subsidiary of Cochlear Limited, which is listed on the Australian Securities Exchange and has no controlling shareholder. |
| · | Additional information: Cochlear Investments Pty Ltd acquired 215,964 ordinary shares in Nyxoah pursuant to a private placement completed on November 18, 2025, resulting in an increase of its shareholding to 5,847,283 ordinary shares which did not trigger any crossing of a threshold. |
This notification concerns a downwards crossing of the 10% threshold following a passive decrease, whereby Cochlear Investments Pty Ltd’s holding in Nyxoah fell from 14.999% (as previously notified in September 2025) and 13.08% immediately prior to the capital increase, to 5.85% of the voting rights.
We understand the underwriters have been granted a 30-day option to subscribe for up to an additional 8,284,883 ordinary shares, which could further reduce Cochlear's holding to 5.40% without crossing any additional disclosure threshold.
Gilde Healthcare Holding B.V.
On June 16, 2026, Nyxoah received a transparency notification from Gilde Healthcare Holding B.V. following the passive downward crossing of the lowest threshold.
The notification dated June 15, 2026 contains the following information:
| · | Reasons for the notification: |
| - | Passive crossing of a threshold | |
| - | Downward crossing of the lowest threshold |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: |
| - | Gilde Healthcare Holding B.V. (with address at Stadsplateau 36, 3521 AZ Utrecht, the Netherlands) | |
| - | Gilde Healthcare III Management B.V. (with address at Stadsplateau 36, 3521 AZ Utrecht, the Netherlands) |
| · | Date on which the threshold was crossed: June 10, 2026 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 99,926,284 |
4
| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | ||||||||||||||||
| Gilde Healthcare Holding B.V. | ||||||||||||||||||||
| Gilde Healthcare III Management B.V. | ||||||||||||||||||||
| TOTAL | ||||||||||||||||||||
| · | Full chain of controlled undertakings through which the holding is effectively held: Gilde Healthcare III Management B.V. is controlled by Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is not a controlled entity. | |
| · | Additional information: Cooperatieve Gilde Healthcare III Sub-Holding UA and Cooperatieve Gilde Healthcare III Sub-Holding 2 UA hold the shares in Nyxoah. Gilde Healthcare III Management B.V. is the management company of these two entities, that in the absence of specific instructions can exercise the voting rights at its discretion. |
Bank of America Corporation
On June 15, 2026, Nyxoah received a transparency notification from Bank of America Corporation following an acquisition of voting securities and of financial instruments that are treated as voting securities by entities that are controlled by Bank of America Corporation. Based on the notification, on June 10, 2026, Bank of America Corporation (taking into account the holdings of its affiliates) held 449,288 voting rights, representing 0.45% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284), and 2,971,370 equivalent financial instruments, representing 2.97% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284).
The notification dated June 12, 2026 contains the following information:
| · | Reason for the notification: |
| - | Acquisition or disposal of voting securities or voting rights | |
| - | Acquisition or disposal of financial instruments that are treated as voting securities |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: |
| - | Bank of America Corporation (with address at 1209 Orange Street - Corporation Trust Center, Wilmington DE 19801, United States of America) |
| · | Date on which the threshold was crossed: June 10, 2026 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 99,926,284 |
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| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | ||||||||||||||||
| Bank of America Corporation | 0 | 0.00 | % | |||||||||||||||||
| Bank of America, National Association | 7,319 | 0.01 | % | |||||||||||||||||
| BofA Securities, Inc. | 393,157 | 0.39 | % | |||||||||||||||||
| Merrill Lynch International | 48,812 | 0.05 | % | |||||||||||||||||
| Subtotal | 449,288 | 0.45 | % | |||||||||||||||||
| TOTAL | 449,288 | 0 | 0.45 | % | 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 | ||||||||||||
| Merrill Lynch International | Right to recall | 15,001 | 0.02 | % | physical | |||||||||||||
| Merrill Lynch International | Rights of use | 1 | 0.00 | % | physical | |||||||||||||
| BofA Securities, Inc. | Rights of use | 1,873,387 | 1.87 | % | physical | |||||||||||||
| BofA Securities, Inc. | Right to recall | 1,080,480 | 1.08 | % | physical | |||||||||||||
| Bank of America, NA | Swap | 15/10/2027 | 991 | 0.00 | % | cash | ||||||||||||
| Merrill Lynch International | Swap | 15/02/2028 | 519 | 0.00 | % | cash | ||||||||||||
| Merrill Lynch International | Swap | 15/10/2027 | 991 | 0.00 | % | cash | ||||||||||||
| TOTAL | 2,971,370 | 2.97 | % | |||||||||||||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||
| 3,420,658 | 3.42 | % |
| · | Full chain of controlled undertakings through which the holding is effectively held: Bank of America, National Association, BofA Securities, Inc. and Merrill Lynch International are controlled by Bank of America Corporation. Bank of America Corporation is not a controlled entity. |
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Bank of America Corporation
On June 15, 2026, Nyxoah received a transparency notification from Bank of America Corporation following the disposal of voting securities and of financial instruments that are treated as voting securities by entities that are controlled by Bank of America Corporation resulting in the downward crossing of the lowest threshold. Based on the notification, on June 10, 2026, Bank of America Corporation (taking into account the holdings of its affiliates) held 269,166 voting rights, representing 0.27% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284), and 2,551,461 equivalent financial instruments, representing 2.55% of the total number of shares issued by Nyxoah on June 10, 2026 (99,926,284).
The notification dated June 15, 2026 contains the following information:
| · | Reason for the notification: |
| - | Downward crossing of the lowest threshold | |
| - | Acquisition or disposal of voting securities or voting rights | |
| - | Acquisition or disposal of financial instruments that are treated as voting securities |
| · | Notification by: a parent undertaking or a controlling person | |
| · | Persons subject to the notification requirement: |
| - | Bank of America Corporation (with address at 1209 Orange Street - Corporation Trust Center, Wilmington DE 19801, United States of America) |
| · | Date on which the threshold was crossed: June 11, 2026 | |
| · | Threshold that is crossed: 3% | |
| · | Denominator: 99,926,284 | |
| · | Notified details: |
| A) Voting rights | Previous | After the transaction | ||||||||||||||||||
| notification | ||||||||||||||||||||
| # 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 | ||||||||||||||||
| Bank of America Corporation | 0 | 0 | 0.00 | % | ||||||||||||||||
| Bank of America, National Association | 7,319 | 7,319 | 0.01 | % | ||||||||||||||||
| BofA Securities, Inc. | 393,157 | 216,277 | 0.22 | % | ||||||||||||||||
| Merrill Lynch International | 48,812 | 45,570 | 0.05 | % | ||||||||||||||||
| Subtotal | 449,288 | 269,166 | 0.27 | % | ||||||||||||||||
| TOTAL | 269,166 | 0 | 0.27 | % | 0.00 | % | ||||||||||||||
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| 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 | ||||||||||||
| Merrill Lynch International | Right to recall | 15,000 | 0.02 | % | physical | |||||||||||||
| BofA Securities, Inc. | Rights of use | 1,445,424 | 1.45 | % | physical | |||||||||||||
| BofA Securities, Inc. | Right to recall | 1,088,536 | 1.09 | % | physical | |||||||||||||
| Bank of America, NA | Swap | 15/10/2027 | 991 | 0.00 | % | cash | ||||||||||||
| Merrill Lynch International | Swap | 15/02/2028 | 519 | 0.00 | % | cash | ||||||||||||
| Merrill Lynch International | Swap | 15/10/2027 | 991 | 0.00 | % | cash | ||||||||||||
| TOTAL | 2,551,461 | 2.55 | % | |||||||||||||||
| TOTAL (A & B) | # of voting rights | % of voting rights | ||||
| 2,820,627 | 2.82 | % |
| · | Full chain of controlled undertakings through which the holding is effectively held: Bank of America, National Association, BofA Securities, Inc. and Merrill Lynch International are controlled by Bank of America Corporation. Bank of America Corporation is not a controlled entity. |
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Contact:
Nyxoah
John Landry, CFO
[email protected]
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