Deal or Case news
22.12.2025
NautaDutilh assisted Nyxoah SA, a medical technology company focused on solutions to treat Obstructive Sleep Apnea (OSA), in securing financing commitments of up to USD 77,000,000 consisting of (i) a capital increase by way of a private placement and a registered direct offering in the United States, and (ii) the issuance of convertible bonds to Heights Capital Management, an international financial services firm.

Under the private placement and the registered direct offering, Nyxoah issued a total of 5,481,687 ordinary shares at an aggregate subscription price of EUR 21,926,713. Certain current shareholders, directors and members of the management of Nyxoah also participated in the capital increase. The private placement closed on 18 November 2025.

Furthermore, Nyxoah entered into a subscription agreement with Heights Capital Management in relation to the issuance of convertible bonds for an aggregate maximum principal amount of up to EUR 45,000,000. The convertible bonds consist of two tranches, each for a maximum principal amount of up to EUR 22,500,000 which will be subscribed to by Heights for 92% (EUR 20,700,000). The first tranche of the convertible bonds closed on 18 December 2025.

Nyxoah intends to use the net proceeds from the offering (i) to support commercialization activities in the United States and to advance the commercialization of the Genio system in its 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 our 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.

Philippe Remels led the NautaDutilh team, which further consisted of Lentle Nijs and Jelle Schuermans.

We are pleased to have assisted our longstanding client Nyxoah, alongside Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, in another successful financing operation. This transaction marks a significant milestone for Nyxoah as they continue to launch their commercialization activities in the US, following the approval of the Genio System by the FDA in August of this year.
Philippe Remels, Corporate/M&A partner.

About Nyxoah

Nyxoah is a medical technology company focused on the development and commercialization of innovative solutions to treat OSA. Nyxoah’s lead solution is the Genio system, a patient-centered, leadless and battery-free hypoglossal neurostimulation therapy for OSA, the world’s most common sleep disordered breathing condition that is associated with increased mortality risk and cardiovascular comorbidities. Nyxoah is driven by the vision that OSA patients should enjoy restful nights and feel enabled to live their life to its fullest. Nyxoah is listed on the Nasdaq Global Market and Euronext Brussels.

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