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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1) 

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)

Ray Jarman

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)

March 27, 2023

(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) 25,846,279 ordinary shares (“Ordinary Shares”) of Nyxoah S.A. (the “Issuer”) stated to be outstanding in the Issuer's Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 22, 2023, plus (ii) 2,047,544 Ordinary Shares sold by the Issuer in a private placement financing, as disclosed in the Issuer’s Form 6-K furnished with the SEC on March 23, 2023, plus (iii) 393,162 Ordinary Shares acquired by Cochlear Investments on March 27, 2023.

⁽¹⁾ Based on: (i) 25,846,279 Ordinary Shares stated to be outstanding in the Issuer's Form 20-F filed with the SEC on March 22, 2023, plus (ii) 2,047,544 Ordinary Shares sold by the Issuer in a private placement financing, as disclosed in the Issuer’s Form 6-K furnished with the SEC on March 23, 2023, plus (iii) 393,162 Ordinary Shares acquired by Cochlear Investments on March 27, 2023. 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 16, 2021 (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 2(c) of the Schedule 13D is hereby amended and supplemented as follows:

The name, present principal occupation, business address and citizenship of each director and executive officer of each of the Reporting Persons are set forth in Schedules A hereto and are incorporated herein by reference.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On March 27, 2023, Cochlear Investments purchased 393,162 Ordinary Shares at a market price of $7.00 per share for an aggregate purchase price of $2.75 million. Cochlear Investments purchased the Ordinary Shares using cash on hand.

To the extent required by Item 3, the information set forth or incorporated by reference in Items 4 and 5 is hereby incorporated herein by reference.

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

Item 6 of the Schedule 13D is hereby amended and supplemented by the following information:

The terms of the U.S. Lock-up Arrangements and the Euronext Lock-up Arrangements have expired.

Other than the Joint Filing Agreement, the Reporting Persons have no contracts, arrangements, understandings or relationship with any persons with respect to the securities of the Issuer.

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: March 29, 2023

SCHEDULE A

Executive Officers and Directors of Cochlear Investments Pty Ltd

Executive Officers and Directors of Cochlear Limited