Nyxoah Announces Closing of 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 closing of its previously announced underwritten public offering in the United States, which included 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 ordinary shares at an offering price of $1.72 (EUR 1.48) per share, before underwriting discounts and commissions. The total gross proceeds from the public offering, before deducting underwriting discounts and commissions and other offering expenses payable by Nyxoah, is approximately $95.0 million (approximately EUR 81.9 million).
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 acted as the lead bookrunner for the offering. Bank Degroof Petercam SA/NV acted as an additional bookrunner and B. Riley acted as a co-manager for the offering.
The public offering in the United States was 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 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 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.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (as amended, the “EU Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The offering referred to in this announcement was not subject to a prospectus approved by the Belgian Financial Services and Markets Authority (the “FSMA”). The Company has filed with the FSMA an information document in relation to the admission to listing and trading on the regulated market of Euronext in Brussels of 55,232,558 ordinary shares in accordance with Article 1(5)(ba) (iii) and Annex IX of the EU Prospectus Regulation. The information document was drawn up in English and made available through the following link: https://investors.nyxoah.com/financials. In any member state of the European Economic Area (the “Member States”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation.
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.