Nyxoah Announces Pricing of $95 Million Underwritten Public Offering
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 the pricing of an underwritten public offering in the United States, which includes shares sold in a private offering to certain qualified or institutional investors outside the United States, including within the European Union, of 55,232,558 of its ordinary shares at an offering price of $1.72 (EUR 1.48) per share, before underwriting discounts and commissions. All of the ordinary shares are being offered by Nyxoah and there are no selling shareholders participating in the offering. In addition, Nyxoah has granted the underwriters a 30-day option to purchase up to an additional 8,284,883 ordinary shares at the offering price, before underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Nyxoah, are expected to be approximately $95 million (approximately EUR 81.7 million), excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or around June 9, 2026, subject to the satisfaction of customary closing conditions.
Nyxoah intends to use the net proceeds from the offering (i) for expanding commercialization activities in the United States; (ii) to further finance research and development activities related to Genio system upgrades, re-designing its products for manufacturability and cost reduction initiatives, and to continue to build a pipeline of new technologies and explore potential collaboration opportunities in the field of monitoring and diagnostics for OSA; (iii) to advance commercialization of the Genio system in its initial target markets outside of the United States and to continue gathering clinical data and to support physician initiated clinical research projects related to OSA patient treatments; and (iv) for other general corporate purposes, including, but not limited to, working capital, repayment of debt financing, capital expenditures, investments, acquisitions, should the Company choose to pursue any, and collaborations. In the second quarter of 2026, Nyxoah intends to draw EUR 13.8 million from the second tranche of the Company’s European Investment Bank loan.
BofA Securities is acting as the lead bookrunner for the offering. Bank Degroof Petercam SA/NV is acting as an additional bookrunner and B. Riley is acting as a co-manager for the offering.
The public offering in the United States is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-285982) that was filed by Nyxoah with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on April 1, 2025. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained by contacting BofA Securities at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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 received 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.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
Additional Information
The following information is provided pursuant to Article 7:97 of the Belgian Code on companies and associations. Prior to the launch of the offering, Robert Taub, permanent representative of Robelga SRL, who is the chairman of the board of directors, and Jürgen Hambrecht and Kevin Rakin, who are both independent directors, had expressed an interest to participate in the offering and potentially purchase (either directly or indirectly through entities controlled/managed by them or otherwise) offered shares, it being understood that the number of offered shares allocated to them (if any) and the applicable subscription price would depend on the outcome of the offering process.
As Robert Taub, Jürgen Hambrecht and Kevin Rakin qualify as a related party of the Company, the board of directors applied the related parties procedure of Article 7:97 of the Belgian Code on companies and associations in connection with the potential participation of Robert Taub, Jürgen Hambrecht and Kevin Rakin (either directly or indirectly through entities controlled/managed by them or otherwise) to the offering. Within the context of the aforementioned procedure, prior to resolving on the offering, a committee of three independent directors of the Company consisting of Rita Johnson-Mills, Virginia Kirby and Wildman Ventures, LLC, represented by Daniel Wildman (the “Committee”) issued an advice to the board of directors in which the Committee assessed the participation of Robert Taub, Jürgen Hambrecht and Kevin Rakin in the offering. In its advice to the board of directors, the Committee concluded the following: “Based on the information provided, the Committee considers that the proposed transaction is in line with the strategy pursued by the Company, will be done on market terms, and is unlikely to lead to disadvantages for the Company and its shareholders (in terms of dilution) that are not sufficiently compensated by the advantages that the transaction offers the Company”.
When approving the offering, the Company’s board of directors did not deviate from the Committee's advice.
The Company’s statutory auditor's assessment of the Committee's advice and the minutes of the meeting of the Company’s board of directors, is as follows: “Based on our assessment, we have not identified any facts that would cause us to believe that the financial and accounting information included in the advice of the committee of independent directors dated 4 June 2026 and in the minutes of the board of directors’ meeting dated 4 June 2026, justifying the proposed transaction, is not fairly presented and sufficient, in all material respects, in light of the information available to it in the performance of its mandate”.