Nyxoah: Nyxoah announces the end of the Stabilisation Period and the Full Exercise of the Over-allotment Option

This announcement does not constitute an offer to sell, or an invitation to offer or…

Nyxoah: Nyxoah announces the end of the Stabilisation Period and the Full Exercise of the Over-allotment Option

This announcement does not  constitute an offer to  sell, or an invitation  to
offer or buy or subscribe for, securities. An investment in the Offered Shares
involves substantial risks  and uncertainties.   Prospective investors  should
read the entire prospectus, and, in particular, should see "Risk Factors"  for
a discussion of certain factors that  should be considered in connection  with
an investment in the Offered Shares, including the risks that (i) even  though
the Company  has obtained  regulatory  approval (CE-mark)  in Europe  for  the
Genio® system based on  first positive clinical trial  results, this does  not
imply that clinical efficacy has been  demonstrated and there is no  guarantee
that ongoing and future clinical trials intended to support further  marketing
authorizations (such as  in the  US) will be  successful and  that the  Genio®
system  will  perform  as  intended,  (ii)  the  Company's  future   financial
performance will depend on the results of ongoing and future clinical  studies
and the commercial acceptance (including  reimbursement) of the Genio®  system
(the Company's only commercial-stage  product at the  date hereof), (iii)  the
Company has incurred operating  losses, negative operating  cash flows and  an
accumulated deficit  since  inception  and  may not  be  able  to  achieve  or
subsequently maintain  profitability, (iv)  the  Company will  likely  require
additional funds in the  future in order to  meet its capital and  expenditure
needs and  further financing  may  not be  available  when required  or  could
significantly limit the  Company's access  to additional  capital. Not  taking
into account  any  proceeds  of  the  Offering,  the  Company  does  not  have
sufficient working capital to meet its  working capital needs for a period  of
at least 12  months from  the date  of the  prospectus. All  of these  factors
should be  considered  before investing  in  the Offered  Shares.  Prospective
investors must be able to bear the economic risk of an investment in shares in
the Company and should  be able to  sustain a partial or  total loss of  their

A picture containing clock, light, drawing Description automatically generated

                                                                 PRESS RELEASE
                                                         REGULATED INFORMATION

Nyxoah announces the end of the Stabilisation Period and the Full Exercise of
     Over-allotment Option in connection with its Initial Public Offering

Mont-Saint-Guibert, Belgium  – 25  September 2020  – Nyxoah  (“Nyxoah” or  the
“Company”),  a  health-technology  company  focused  on  the  development  and
commercialization  of  innovative  solutions  and  services  to  treat   sleep
disordered breathing conditions, today announces the end of the  stabilization
period in the framework of its initial public offering of new shares with  the
admission of all of its shares to trading on the regulated market of  Euronext
Brussels under the symbol "NYXH" (the "Offering").

Within the framework of the  Offering, Belfius Bank NV/SA ("Belfius"),  acting
on behalf of the Underwriters (as defined below), was appointed by the Company
as stabilization manager (the "Stabilization  Manager"), and was granted  (and
subscribed for)  an  over-allotment option  (in  the  form of  a  warrant)  to
subscribe for 650,250  additional new shares  at the final  offering price  of
€17.00 per share in order to  cover any over-allotments or short positions  in
relation to  the Offering  (the "Over-allotment  Option"). The  Over-allotment
Option was exercisable for  a period of 30  calendar days following the  first
day on which the shares  were admitted to trading  on the regulated market  of
Euronext Brussels (i.e., 18 September 2020).

The Over-allotment Option was fully exercised by the Stabilization Manager, on
behalf of the Underwriters, and 650,250  additional new shares will be  issued
on Tuesday 29 September 2020, so that the Company raised an additional  €11.05
million in gross proceeds in the context of the Offering.

As a result,  the total  number of  new shares issued  by the  Company in  the
context of the Offering amounts to  4,985,250 new shares, and the total  gross
proceeds raised in the context of the Offering amounts to €84.75 million ($100

Following the full exercise of the full Over-allotment Option, the Company has
22,074,109 outstanding shares following the  capital increase taking place  on
Tuesday 29 September 2020.

The stabilization  period commenced  on  18 September  2020  and ended  on  24
September 2020.

For an overview of the dilution resulting from the Offering, reference is made
to Section 11  "Significant Shareholders"  of the Prospectus  prepared by  the
Company in connection with the Offering and available on the Company's website

Underwriters involved in the Offering

Bank Degroof  Petercam NV/SA  and Belfius  Bank NV/SA  acted as  Joint  Global
Coordinators  and   Joint  Bookrunners   in   the  Offering   (together,   the

                                         - ENDS -

For further information, please contact:

Rémi Renard, VP Therapy Development and Education
[email protected]
+32 472 12 64 40

For media enquiries, please contact:
Consilium Strategic Communications
Amber Fennell, Ashley Tapp, Lindsey Neville, Taiana De Ruyck Soares
[email protected]
+44 (0)20 3709 5700

About Nyxoah

Nyxoah  is   a   healthtech   company   focused   on   the   development   and
commercialization of innovative  solutions and services  for sleep  disordered
breathing  conditions.  Nyxoah’s  lead  solution  is  the  Genio®  system,   a
CE-validated,  user-centered,  next  generation  hypoglossal  neurostimulation
therapy for OSA, the world’s most common sleep disordered breathing  condition
that is associated with increased mortality risk^1 and comorbidities including
cardiovascular diseases, depression and stroke.

Following successful  completion  of the  BLAST  OSA study  in  patients  with
moderate to severe  OSA, the Genio®  system received its  European CE Mark  in
March 2019. The  Company is  currently conducting  the BETTER  SLEEP study  in
Australia  and  New   Zealand  for   therapy  indication   expansion,  and   a
post-marketing EliSA  study in  Europe  to confirm  the long-term  safety  and
efficacy of the Genio® system.

For more information, please visit www.nyxoah.com.

Caution – CE marked since 2019.  Investigational device in the United  States.
Limited by U.S. federal law to investigational use in the United States.

Important Notice

This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for
shares of  Nyxoah  (the "Company").   Any  purchase of,  subscription  for  or
application for, shares  to be issued  by the Company  in connection with  the
intended offering should only be made on the basis of information contained in
the prospectus in connection  with the intended  offering and any  supplements
thereto, as the  case may be  (the "Prospectus"). This  announcement is not  a
prospectus.  The   information  contained   in   this  announcement   is   for
informational purposes  only and  does not  purport to  be full  or  complete.
Investors should not subscribe for any securities referred to in this document
except on the basis of information contained in the Prospectus. The Prospectus
contains detailed information about the Company and its business,  management,
risks  associated  with  investing  in  the  Company,  as  well  as  financial
statements and other financial data. This announcement cannot be used as basis
for any investment agreement or decision.

The date of completion of listing on the regulated market of Euronext Brussels
may be influenced by things such  as market conditions. There is no  guarantee
that such listing  will occur and  investors should not  base their  financial
decisions on the  Company's intentions  in relation  to such  listing at  this

This communication is directed only at persons (i) who are outside the  United
Kingdom or  (ii)  who have  professional  experience in  matters  relating  to
investments and who fall  within article 19(5) of  the Financial Services  and
Markets Act 2000 (Financial Promotion)  Order 2005 (as amended) (the  “Order”)
or (iii) who  are high net  worth entities  or other persons  who fall  within
article 49(2)(a) to (d) of the Order (all such persons together being referred
to as “Relevant Persons”). Any investment or investment activity to which this
communication relates  is  available only  to  Relevant Persons  and  will  be
engaged in only with Relevant Persons. Any person who is not a Relevant Person
must not act or rely on this communication or any of its contents.

This  announcement  is  not  for  publication  or  distribution,  directly  or
indirectly, in or into the United States of America. This announcement is  not
an offer  of  securities for  sale  into  the United  States.  The  securities
referred to herein have  not been and  will not be  registered under the  U.S.
Securities Act of  1933, as  amended (the "Securities  Act"), and  may not  be
offered or  sold  in the  United  States,  except pursuant  to  an  applicable
exemption from registration. No public offering of securities is being made in
the United States.

These materials do not constitute, nor form  part of, an offer to purchase  or
sell or solicitation to purchase or subscribe for securities, and there  shall
not be any sale  of the securities  in any jurisdiction  in which such  offer,
solicitation  or  sale  would  be  unlawful  prior  to  its  registration   or
qualification under the laws of such jurisdiction.

A prospectus for purposes of  Regulation 2017/1129, as amended (together  with
any applicable  implementing measures  in  any Member  State of  the  European
Economic  Area  and  the  United  Kingdom  (each  a  "Relevant  State"),   the
“Prospectus Regulation”) and a supplement to the prospectus have been approved
by the Belgian Financial  Services and Markets  Authority. The Prospectus  and
its supplement  are  made  available  to  investors  free  of  charge  at  the
registered office  of the  Company (Nyxoah  SA, Rue  Edouard Belin  12,  1435,
Mont-Saint-Guibert,        Belgium)         and        on the         websites
of Nyxoah (www.nyxoah.com) and          of          the Joint           Global
Coordinators (www.belfius.be and www.degroofpetercam.be/en/news/nyxoah_2020).
The Prospectus shall also  be made available free  of charge to investors  (i)
upon request by phone: +32 2 287  95 52 (Bank Degroof Petercam NV/SA) and  +32
222 12 01  and +32 222  12 02 (Dutch)  (Belfius Bank NV/SA),  and (ii) on  the
following websites: www.nyxoah.com, www.degroofpetercam.be/en/news/nyxoah_2020
and www.belfius.be/Nyxoah2020. Access on  the aforementioned websites is  each
time subject  to  the usual  limitations.  Investors are  invited  to  consult
section 2 of  the Prospectus  which contains specific  information about  risk

The distribution of this press release may be restricted by law or  regulation
in certain countries. Accordingly,  persons who come  into possession of  this
press release should inform themselves  of and observe such restrictions.  The
securities referred to in this press release will not be publicly offered, and
will not be registered, in any jurisdiction other than Belgium.

In any Relevant State other than  Belgium that has implemented the  Prospectus
Regulation, this communication is  only addressed to and  is only directed  at
qualified  investors  in  that  Relevant  State  within  the  meaning  of  the
Prospectus Regulation.

This announcement and the  information contained herein  do not constitute  an
offer to sell nor a solicitation to buy securities of the Company, and are not
for publication, distribution  or release  in, or  into the  United States  of
America,  Australia,  South  Africa,  Israel,  Canada,  Japan  or  any   other
jurisdiction where to do so would be prohibited by applicable law.

Acquiring investments  to  which  this  announcement  relates  may  expose  an
investor to a significant risk of  losing the entire amount invested.  Persons
considering such investments should consult an authorized person  specializing
in advising  on such  investments.  This announcement  does not  constitute  a
recommendation concerning the intended offering.  The value of the shares  can
decrease  as  well   as  increase.  Potential   investors  should  consult   a
professional advisor as to  the suitability of the  intended offering for  the
person concerned.

No action  has  been taken  by  the Company  that  would permit  an  offer  of
Company's shares or the possession or  distribution of these materials or  any
other  offering  or  publicity  material  relating  to  such  shares  in   any
jurisdiction outside of Belgium where action for that purpose is required. The
release,  publication   or  distribution   of  these   materials  in   certain
jurisdictions  may  be  restricted  by  law  and  therefore  persons  in  such
jurisdictions into which they are  released, published or distributed,  should
inform themselves  about,  and  observe, such  restrictions.  The  issue,  the
subscription for  or purchase  of shares  of  the Company  can be  subject  to
special legal or statutory restrictions in certain jurisdictions. The  Company
is not liable if the aforementioned restrictions are not complied with by  any

The contents  of this  announcement include  statements that  are, or  may  be
deemed to  be, "forward-looking  statements". In  some cases,  forward-looking
statements can  be  identified  by the  use  of  forward-looking  terminology,
including  the  words   "believes",  "estimates,"  "anticipates",   "expects",
"intends",  "may",  "will",   "plans",  "continue",  "ongoing",   "potential",
"predict", "project", "target",  "seek" or  "should" or, in  each case,  their
negative or other variations  or comparable terminology  or by discussions  of
strategies, plans, objectives,  targets, goals, future  events or  intentions.
Forward-looking  statements   include  statements   regarding  the   Company's
intentions, beliefs or  current expectations concerning,  among other  things,
its results of operations, prospects,  growth, strategies and dividend  policy
and  the  industry   in  which   the  Company  operates.   By  their   nature,
forward-looking statements involve known and unknown risks and  uncertainties.
New risks can emerge from time to time, and it is not possible for the Company
to predict all such risks, nor can  the Company assess the impact of all  such
risks on its  business or the  extent to  which any risks,  or combination  of
risks and other factors,  may cause actual results  to differ materially  from
those contained in any forward-looking statements. Forward-looking  statements
are not guarantees of future performance. Given these risks and uncertainties,
the reader should not  rely on forward-looking statements  as a prediction  of
actual  results.  Without  prejudice   to  the  Company's  obligations   under
applicable law in relation to disclosure and ongoing information, the  Company
does not intend, and does not assume any obligation, to update forward-looking

Bank Degroof Petercam NV/SA  and Belfius Bank  NV/SA (the "Underwriters")  are
acting for the Company and no one  else in relation to the intended  offering,
and will not be responsible to anyone other than the Company for providing the
protections offered to their  respective clients nor  for providing advice  in
relation to the intended offering.

The Company  assumes  responsibility for  the  information contained  in  this
announcement. None of the Underwriters  or any of their respective  affiliates
or any of their respective directors, officers, employees, advisers or  agents
accepts  any  responsibility  or  liability   whatsoever  for  or  makes   any
representation or warranty, express or implied,  as to the truth, accuracy  or
completeness  of  the  information  in  this  announcement  (or  whether   any
information has been omitted from  the announcement) or any other  information
relating to the Company,  whether written, oral or  in a visual or  electronic
form, and howsoever transmitted or made  avail-able or for any loss  howsoever
arising from any use of this announcement or its contents or otherwise arising
in connection therewith. Each of the Underwriters and each of their respective
affiliates accordingly disclaim, to the fullest extent permitted by applicable
law, all and  any liability  whether arising  in tort,  contract or  otherwise
which they might otherwise be found to have in respect of this announcement or
any such statement or  information. No representation  or warranty express  or
implied, is  made  by any  of  the Underwriters  or  any of  their  respective
affiliates as to  the accuracy, completeness,  verification or sufficiency  of
the information set out in this announcement, and nothing in this announcement
will be relied upon as a promise or representation in this respect, whether or
not to the past or future.


^1 Young T. et al: Sleep Disordered Breathing and Mortality: Eighteen-Year
Follow-up of the Wisconsin Sleep Cohort, Sleep. 2008 Aug 1; 31(8): 1071–1078.

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