6-K
Nyxoah SA (NYXH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 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 May 9, 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 99.1is 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 incorporatedby reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwiseset forth herein or as shall be expressly set forth by specific reference in such a filing.
Exhibits
| 99.1 | Press Release, dated May 9, 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: May 9, 2025 | By: | /s/ John Landry |
| Name: | John Landry | |
| Title: | Chief Financial Officer |
Exhibit 99.1

REGULATED INFORMATION
Publication relating to transparency notifications
Mont-Saint-Guibert (Belgium),May 9, 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 a transparency notification as detailed below.
FMR LLC
On May 2, 2025, Nyxoah received a transparency notification from FMR LLC. Based on the notification, FMR LLC (together with its controlled undertakings) holds 1,111,240 voting rights, consisting of 987,776 voting rights linked to securities and 123,464 equivalent financial instruments, representing 2.97% of the total number of voting rights on April 29, 2025 (37,427,265).
The notification dated May 2, 2025 contains the following information:
| · | Reason for the notification: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| - | Acquisition or disposal of voting securities or voting rights | ||||||||
| --- | --- | ||||||||
| - | Downward crossing of the lowest threshold | ||||||||
| · | Notification by: a parent undertaking or a controlling<br>person | ||||||||
| --- | --- | ||||||||
| · | Persons subject to the notification requirement: FMR<br>LLC (with address at The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, U.S.A.) | ||||||||
| · | Date on which the threshold was crossed: April 29, 2025 | ||||||||
| · | Threshold that is crossed: 3% | ||||||||
| · | Denominator: 37,427,265 | ||||||||
| · | Notified details: | ||||||||
| A) Voting rights | Previous <br><br>notification | After the transaction | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| # of voting rights | # of voting rights | % of voting rights | |||||||
| Holders of voting rights | Linked to <br><br>securities | Not linked to<br><br>the securities | Linked to <br><br>securities | Not linked to<br><br>the securities | |||||
| FMR LLC | 0 | 0 | 0.00 | % | |||||
| Fidelity Management & Research Company LLC | 1,613,630 | 773,382 | 2.07 | % | |||||
| FIAM LLC | 258 | 258 | 0.00 | % | |||||
| FMR Investment Management (UK) Limited | 214,136 | 0.57 | % | ||||||
| Subtotal | 1,613,888 | 987,776 | 2.64 | % | |||||
| TOTAL | 987,776 | 2.64 | % |
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| B) Equivalent financial <br><br>instruments | After the transaction | ||||||
|---|---|---|---|---|---|---|---|
| Holders of equivalent<br><br> financial instruments | Type of financial<br><br> instrument | Expiration date | Exercise period<br><br>or date | # of voting rights<br><br>that may be<br><br>acquired if the<br><br>instrument is<br><br>exercised | % of voting rights | Settlement | |
| Fidelity Management & Research Company LLC | Stock Loan | 123,464 | 0.33 | % | physical | ||
| TOTAL | 123,464 | 0.33 | % | ||||
| TOTAL (A & B) | # of voting rights | % of voting rights | |||||
| 1,111,240 | 2.97 | % | |||||
| · | Full chain of controlled undertakings through which the holding<br>is effectively held: FIAM LLC is controlled by FIAM Holdings LLC; FMR Investment Management (UK) Limited is controlled by Fidelity<br>Management & Research Company LLC; FIAM Holdings LLC, Fidelity Management & Research Company LLC are controlled by FMR LLC; FMR<br>LLC is not a controlled undertaking. | ||||||
| --- | --- | ||||||
| · | Additional information: The holdings attributed to the<br>entities mentioned in the above section “Notified details” arise from holdings of various undertakings for collective investment<br>that are managed by FIAM LLC, FMR Investment Management (UK) Limited, and Fidelity Management & Research Company LLC each of which<br>are entities that are subsidiaries of and controlled by FMR LLC. The entities mentioned in the above section “Notified details”<br>are the discretionary investment managers and exercise the voting rights at their discretion in the absence of specific instructions. |
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Contact:
Nyxoah
John Landry, CFO
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