UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
May 28, 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).
| CUSIP No. B6S7WD106 | Page 2 of 5 Pages |
| 1. | Name of reporting person Cochlear Investments Pty Ltd |
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨ |
| 3. | SEC use only |
| 4. | Source of funds AF |
| 5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨ |
| 6. | Citizenship or place of organization Australia |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power | |
| 8. | Shared voting power 5,631,319 Ordinary Shares (See Item 5) | ||
| 9. | Sole dispositive power | ||
| 10. | Shared dispositive power 5,631,319 Ordinary Shares (See Item 5) |
| 11. | Aggregate amount beneficially owned by each reporting person 5,631,319 Ordinary Shares |
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
| 13. | Percent of class represented by amount in Row (11) 16.53%(1) |
| 14. | Type of reporting person CO |
(1) Based on (i) 28,682,635 ordinary shares (“Ordinary Shares”) of Nyxoah S.A. (the “Issuer”) outstanding as of March 31, 2024, plus 3,000 Ordinary Shares issued after March 31, 2024, in each case as stated in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on May 23, 2024 (the “Prospectus Supplement”), plus (ii) 5,374,755 Ordinary Shares sold by the Issuer in a public offering of Ordinary Shares pursuant to the Prospectus Supplement on May 28, 2024.
| CUSIP No. B6S7WD106 | Page 3 of 5 Pages |
| 1. | Name of reporting person Cochlear Limited |
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨ |
| 3. | SEC use only |
| 4. | Source of funds WC |
| 5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(e) or 2(f) ¨ |
| 6. | Citizenship or place of organization Australia |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power | |
| 8. | Shared voting power 5,631,319 Ordinary Shares (see Item 5) | ||
| 9. | Sole dispositive power | ||
| 10. | Shared dispositive power 5,631,319 Ordinary Shares (See Item 5) |
| 11. | Aggregate amount beneficially owned by each reporting person 5,631,319 Ordinary Shares |
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
| 13. | Percent of class represented by amount in Row (11) 16.53%(1) |
| 14. | Type of reporting person CO |
(1) Based on (i) 28,682,635 Ordinary Shares outstanding as of March 31, 2024, plus 3,000 Ordinary Shares issued after March 31, 2024, in each case as stated in the Prospectus Supplement, plus (ii) 5,374,755 Ordinary Shares sold by the Issuer in a public offering of Ordinary Shares pursuant to the Prospectus Supplement on May 28, 2024.
| CUSIP No. B6S7WD106 | Page 4 of 5 Pages |
This Amendment No. 2 (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 1 to the Original Schedule 13D filed by the Reporting Persons on March 29, 2023 (together with 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 2. | IDENTITY AND BACKGROUND |
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 | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On May 28, 2024, Cochlear Investments purchased 540,540 Ordinary Shares at a price of $9.25 per share for an aggregate purchase price of $5.0 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. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 of the Schedule 13D is hereby amended and supplemented by the following information:
| (a) – (b) | As of the date hereof, Cochlear Investments directly owns 5,631,319 Ordinary Shares, representing 16.53% of the outstanding Ordinary Shares. Cochlear Limited is the parent company of Cochlear Investments. As a result, Cochlear Limited may be deemed to indirectly beneficially own the Ordinary Shares directly held by Cochlear Investments. The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of the cover sheet of hereof. Such percentage was calculated based on: (i) 28,682,635 Ordinary Shares outstanding as of March 31, 2024, plus 3,000 Ordinary Shares issued after March 31, 2024, in each case as stated in the Prospectus Supplement, plus (ii) 5,374,755 Ordinary Shares sold by the Issuer in a public offering of Ordinary Shares pursuant to the Prospectus Supplement on May 28, 2024. The Reporting Persons do not have the right to acquire any additional Ordinary Shares. |
| (c) | The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days, other than on May 28, 2024, Cochlear Investments acquired 540,540 Ordinary Shares from the Issuer at a price of $9.25 per share for an aggregate purchase price of $5.0 million. |
| CUSIP No. B6S7WD106 | Page 5 of 5 Pages |
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: May 30, 2024
| COCHLEAR INVESTMENTS PTY LTD | ||
| By: | /s/ Kristy Jo | |
| Name: Kristy Jo | ||
| Title: Company Secretary | ||
| COCHLEAR LIMITED | ||
| By: | /s/ Rob McGrory | |
| Name: Rob McGrory | ||
| Title: Company Secretary | ||
SCHEDULE A
Executive Officers and Directors of Cochlear Investments Pty Ltd
| Name and Position | Present Principal Occupation | Business Address | Citizenship |
| Diggory William Howitt | Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Stuart Ross Sayers | Director | 1 University Avenue Macquarie University NSW 2109 Australia | New Zealand |
| Kristy Jo | Company Secretary | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
Executive Officers and Directors of Cochlear Limited
| Catriona Alison Deans | Chair of the Board, Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia and United Kingdom |
| Diggory William Howitt | Director, Chief Executive Officer & President | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Glen Francis Boreham | Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia and United Kingdom |
| Bruce Gregory Robinson | Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Michael Grenfell Daniell | Director | 1 University Avenue Macquarie University NSW 2109 Australia | New Zealand |
| Christine Frances McLoughlin | Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Michael del Prado | Director | 1 University Avenue Macquarie University NSW 2109 Australia | United States |
| Karen Penrose | Director | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Stuart Ross Sayers | Chief Financial Officer | 1 University Avenue Macquarie University NSW 2109 Australia | New Zealand |
| Jan Raymond Janssen | Chief Technology Officer | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Anthony Sean Bishop | President, Asia Pacific & Latin America | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Richard John Brook | President, EMEA | Peter Merian-Weg 4 4052 Basel Switzerland | United Kingdom |
| Lisa Aubert | President, North America | 10350 Park Meadows Drive, Lone Tree, CO 80124, USA | United States |
| Rob McGrory | Group General Counsel & Company Secretary | 1 University Avenue Macquarie University NSW 2109 Australia | Australia |
| Dean Phizacklea | Senior Vice President, Global Strategic Marketing | University Avenue Macquarie University NSW 2109 Australia | Australia |
| Greg Bodkin | Senior Vice President, Global Supply Chain | University Avenue Macquarie University NSW 2109 Australia | Australia |
| Jennifer Hornery | Senior Vice President, Global People & Culture | University Avenue Macquarie University NSW 2109 Australia | Australia |
| Karen O’Driscoll | Chief Information Officer | University Avenue Macquarie University NSW 2109 Australia | Australia and United Kingdom |
| Brian Kaplan | Senior Vice President, Global Clinical Strategy and Innovation | 10350 Park Meadows Drive, Lone Tree, CO 80124, USA | United States |