tm2616638-3_424b5 - none

424B5 1 tm2616638-3_424b5.htm 424B5 tm2616638-3_424b5 - none - 7.915844s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-285982

PROSPECTUS SUPPLEMENT
(To prospectus dated April 1, 2025)

Nyxoah SA

55,232,558 Ordinary Shares

We are offering 55,232,558 of our ordinary shares pursuant to this prospectus supplement. Our ordinary shares are listed on The Nasdaq Global Market under the symbol “NYXH” and on Euronext Brussels under the symbol “NYXH”. On June 5, 2026, the last reported sale price of our ordinary shares on Nasdaq was $1.45 per ordinary share and the last reported sales price of our ordinary shares on Euronext was €2.46 per ordinary share. We have granted the underwriters an option for a period of 30 days after the date of this prospectus supplement to purchase up to an additional 8,284,883 of our ordinary shares, at the public offering price less the underwriting discount, solely to cover over-allotments.

Our business and an investment in our ordinary shares involve significant risks. These risks are described under the caption “Risks Related to This Offering” beginning on page S-9 of this prospectus supplement under the caption “Risk Factors” and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

	Ordinary Shares			Total
Public Offering Price		$	1.7200		$	94,999,999.7600
Underwriting Discounts and Commissions(2)		$	0.1032		$	5,699,999.9856
Proceeds to us, before expenses		$	1.6168		$	89,299,999.7744

(1)

Equivalent to a sale price of €1.48 per ordinary share based on an exchange rate of €1 to $1.16 on June 5, 2026, as published by the European Central Bank.

(2)

We refer you to “Underwriting” beginning on page S-38 of this prospectus supplement for additional information regarding underwriting compensation.

Certain of our existing stockholders, who are directors or affiliated with certain of our directors, have indicated an interest in purchasing an aggregate of 13,712,900 ordinary shares in this offering at the public offering price. However, because their indications of interest are not binding agreements or commitments to purchase, the underwriters may sell more, less or no securities in this offering to any or all of these persons, or any or all of these persons may determine to purchase more, less or no securities in this offering. The underwriters will receive the same underwriting discount on any securities purchased by these stockholders as they will on any other securities sold to the public in this offering.

Delivery of the ordinary shares is expected to be made on or about June 9, 2026, which is the second business day following the initial trade date for our ordinary shares (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade our ordinary shares prior to the business day preceding the settlement date will be required, by virtue of the fact that the ordinary shares will initially settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of our ordinary shares who wish to trade the shares prior to the business day preceding the settlement date should consult their own advisors.

Book-running Managers

BofA SecuritiesDegroof Petercam

Co-manager

B. Riley Securities

The date of this prospectus supplement is June 5, 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	PRESENTATION OF FINANCIAL INFORMATION					S-2
	PROSPECTUS SUPPLEMENT SUMMARY					S-3
	THE OFFERING					S-7
	RISK FACTORS					S-9
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-15
	USE OF PROCEEDS					S-17
	CAPITALIZATION					S-18
	DILUTION					S-19
	MATERIAL UNITED STATES FEDERAL INCOME AND BELGIAN TAX CONSIDERATIONS					S-20
	UNDERWRITING.					S-38
	LEGAL MATTERS					S-46
	EXPERTS					S-46
	ENFORCEMENT OF JUDGMENTS					S-46
	WHERE YOU CAN FIND MORE INFORMATION					S-48
	INCORPORATION OF DOCUMENTS BY REFERENCE					S-49

	ABOUT THIS PROSPECTUS					1
	PROSPECTUS SUMMARY					2
	RISK FACTORS					4
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					5
	CAPITALIZATION					8
	USE OF PROCEEDS					9
	PLAN OF DISTRIBUTION					10
	DESCRIPTION OF SHARE CAPITAL					12
	DESCRIPTION OF DEBT SECURITIES					27
	DESCRIPTION OF WARRANTS					33
	DESCRIPTION OF RIGHTS					34
	DESCRIPTION OF UNITS					36
	EXPENSES					37
	LEGAL MATTERS					38
	EXPERTS					38
	ENFORCEMENT OF LIABILITIES					39
	WHERE YOU CAN FIND MORE INFORMATION					41
	INCORPORATION OF DOCUMENTS BY REFERENCE					42

	As of March 31, 2026 (in thousands)
	Actual			As adjusted
Cash and cash equivalents		€	12,934		€	89,214
Financial assets			13,000			13,000
Capital and reserves:
Capital			6,511			7,063
Share premium			337,242			418,586
Share based payment reserves			13,031			13,031
Other comprehensive income			815			815
Retained loss			(321,728)			(321,728)
Total equity		€	35,871		€	117,768
Non-current liabilities:
Secured		€	17,435		€	17,435
Unsecured			3,325			3,235
Total non-current liabilities		€	20,670		€	20,670
Current liabilities:
Secured			16,471			16,471
Unsecured			24,586			24,586
Total current liabilities		€	41,057		€	41,057
Total liabilities		€	61,727		€	61,727
Total capitalization		€	97,598		€	179,495

Assumed public offering price per ordinary share			€	1.48
Tangible book value per ordinary share as of March 31, 2026	€	(0.31)
Increase in net tangible book value per ordinary share attributable to the offering	€	0.95
As adjusted net tangible book value per ordinary share after giving effect to the offering			€	0.64
Dilution per ordinary share to new investors participating in the offering			€	0.84

Underwriters	Number of Ordinary Shares
BofA Securities, Inc.		35,901,163
Bank Degroof Petercam SA/NV		16,569,767
B. Riley Securities, Inc.		2,761,628
Total		55,232,558

	Per Share			Without Option			With Option
Public offering price		$	1.7200		$	94,999,999.7600		$	109,249,998.5200
Underwriting discount		$	0.1032		$	5,699,999.9856		$	6,554,999.9112
Proceeds, before expenses, to us		$	1.6168		$	89,299,999.7744		$	102,694,998.6088

Name of Warrants Plan	Number of Warrants Issued		Number of Warrants lapsed, exercised or no longer available for grant		Number of Warrants Granted and outstanding		Issue date		Expiration date		Exercise Price Warrant (€)		Number and type of Shares issuable per ESOP Warrant	Aggregate number and type of Shares issuable upon exercise of outstanding Warrants
2020 Warrants Plan		550,000		520,000		30,000		02/21/2020		02/21/2030		11.94	1 Ordinary Share	30,000 Ordinary Shares
2021 Warrants Plan		1,400,000		469,125		930,875		09/08/2021		09/08/2031		25.31(1)	1 Ordinary Share	930,875 Ordinary Shares
												17.76(2)
												13.82(3)
												12.95(4)
												9.66(5)
												5.42(6)
												7.19(7)
2022 Warrants Plan		700,000		56,125		643,875		12/28/2022		12/28/2032		7.19(8)	1 Ordinary Share	643,875 Ordinary Shares
												5.92(9)
												5.24(10)
												9.04(11)
												7.88(12)
2024 Warrants Plan		1,000,000		0		653,569		07/31/2024		07/31/2034		7.88(13)	1 Ordinary Share	653,569 Ordinary Shares

SEC Form 424B5 filed by Nyxoah SA