BRUSSELS: Nyxoah SA (Euronext Brussels/Nasdaq: NYXH), a medical technology company, announced Tuesday a combined financing package of up to approximately €67 million (U.S. $77.6 million) to support the commercialization and development of its Genio system for treating Obstructive Sleep Apnea (OSA).
The financing consists of three components: a €17 million private placement in Europe, a U.S. $5.6 million registered direct offering in the United States, and a convertible bond financing of up to €45 million.
The private placement involves the issuance of 4,265,714 new ordinary shares at a price of €4.00 per share. The registered direct offering involves 1,215,964 ordinary shares at U.S. $4.6304 per share. Closings for these offerings are expected around Nov. 17 and Nov. 18, 2025, respectively, subject to standard conditions.
Additionally, Nyxoah entered into a subscription agreement for convertible bonds with an aggregate maximum principal of up to €45 million. The bond financing is structured in two tranches, with the first €22.5 million expected to close in December 2025. The bonds carry a 6.5% annual interest rate and have a three-year maturity.
The company stated the net proceeds will be used to:
- Support U.S. commercialization and advance the Genio system in other initial markets.
- Continue gathering clinical data and support physician-led research on OSA treatments.
- Fund research and development for Genio system upgrades and cost-reduction initiatives.
- Explore new technologies and collaborations in OSA monitoring and diagnostics.
- For general corporate purposes, including working capital.
Nyxoah’s lead product, the Genio system, is a hypoglossal neurostimulation therapy for OSA. The company received U.S. Food and Drug Administration approval for a subset of adult OSA patients following its DREAM IDE pivotal study.
The securities in the private placement have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption.
Nyxoah also announced a €17 million private placement of equity, a U.S. $5.6 million registered direct offering, combined with a convertible bond financing of up to €45 million.
The private placement consists of the issuance of 4,265,714 new ordinary shares at a subscription price per share of €4.00 (approximately U.S. $4.6304 at current exchange rates) with gross proceeds totaling €17 million (approximately U.S. $20 million at current exchange rates).
The closing of the private placement is expected to occur on or about November 17, 2025, subject to customary closing conditions. Degroof Petercam acted as the sole book runner for this private placement.
The ordinary shares are being sold in a private placement and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Additionally, the registered direct offering consists of the issuance of 1,215,964 new ordinary shares at a price per share of U.S. $4.6304 with gross proceeds totaling approximately U.S. $5.6 million. The closing of the registered direct offering is expected to occur on or about November 18, 2025, subject to customary closing conditions.
Additionally, the Company entered into a subscription agreement with an international financial services firm for the issuance of convertible bonds for an aggregate maximum principal amount of up to €45 million (approximately U.S. $52 million at current exchange rate).
The financing consists of a first tranche of up to €22.5 million with an option to issue a second tranche of €22.5 million at Nyxoah’s discretion, during the 30 days beginning seven months from the closing date subject to certain conditions.
The closing for the first tranche of bonds is expected to occur in December 2025, subject to customary closing conditions. The first tranche of bonds will be issued at 92 per cent of their principal amount and carry an interest rate of 6.5 per cent per annum, payable every quarter in arrears.
The bonds have a three-year maturity from issuance with quarterly amortization payments of principal and interest. The default conversion price for the first tranche of bonds, which can be modified on a downward basis, shall be equal to EUR 5.00, which represents 125 per cent of the placement price of the Shares being issued pursuant to the private placement.
The net proceeds from the convertible bonds together with the net proceeds of the private placement, will be used (i) to support commercialization activities in the United States and advance the commercialization of the Genio system in the Company’s initial target markets outside the United States; (ii) to continue gathering clinical data and to support physician-initiated clinical research projects related to OSA patient treatments; (iii) to further finance research and development activities related to Genio system upgrades, re-designing the Company’s products for manufacturability and cost reduction initiatives; (iv) to continue to build a pipeline of new technologies and explore potential collaboration opportunities in the field of monitoring and diagnostics for OSA; and (v) for other general corporate purposes, including, but not limited to, working capital, capital expenditures, investments, acquisitions, should the Company choose to pursue any, and collaborations.
