Amendment: SEC Form SC 13D/A filed by Nyxoah SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO 240.13d-2(a)

Nyxoah SA

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

B6S7WD106

(CUSIP Number)

Rob McGrory
Group General Counsel & Company Secretary

Cochlear Limited

1 University Avenue, Macquarie University

NSW 2109

Australia

+61294255239

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 7, 2024

(Date of Event Which Requires Filing of This Statement) 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨  

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾ Based on (i) 34,389,015 ordinary shares (“Ordinary Shares”) of Nyxoah S.A. (the “Issuer”) outstanding as of September 27, 2024, as stated in the Issuer's Form 6-K furnished with the Securities and Exchange Commission (“SEC”) on September 27, 2024, plus (ii) 3.0 million Ordinary Shares sold by the Issuer pursuant to the Issuer’s at-the-market offering, as stated in the Issuer’s Form 6-K furnished with the SEC on October 7, 2024.

⁽¹⁾ Based on (i) 34,389,015 Ordinary Shares outstanding as of September 27, 2024, as stated in the Issuer's Form 6-K furnished with the SEC on September 27, 2024, plus (ii) 3.0 million Ordinary Shares sold by the Issuer pursuant to the Issuer’s at-the-market offering, as stated in the Issuer’s Form 6-K furnished with the SEC on October 7, 2024.

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 16, 2021 (the “Original Schedule 13D”) as amended by Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on May 28, 2024 (“Amendment No. 2”) and Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on March 29, 2023 (together with Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and supplemented by the following information:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2024