Nyxoah (NASDAQ/Euronext: NYXH) issued the first tranche of convertible bonds on December 18, 2025, raising €22.5 million of a possible €45 million facility with Heights Capital Management.
The bonds carry a 6.5% annual interest rate, three-year maturity, quarterly amortisation starting Feb 18, 2026, and an initial conversion price of €5.00. An 8% subscription fee (€1.8M) was set off against the proceeds. Proceeds support US commercialization, clinical programs, R&D and general corporate purposes.
Second tranche conditions were not met as of Dec 16, 2025; the first tranche extconcludes cash runway into Q3 2026.
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Positive
- Immediate net proceeds of €22.5M secured
- Facility capacity up to €45M including second tranche
- Proceeds earmarked for US commercialization and R&D
- First tranche extconcludes cash runway into Q3 2026
- Issuance includes conversion option at €5.00
Negative
- Subscription fee of €1.8M (8% of first tranche)
- Quarterly amortisation creates near-term cash outflows from Feb 18, 2026
- Interest cost at 6.5% increases financing expense
- Second tranche conditions unmet as of Dec 16, 2025 (market cap and volume shortfalls)
Key Figures
Convertible bond facility
up to €45 million
Total potential principal under HCM financing
First tranche amount
€22.5 million
Nominal amount of First Tranche Bonds issued Dec 18, 2025
Number of bonds
225 convertible bonds
First tranche, each with €100,000 nominal
Subscription fee
8.0% (€1.8 million)
Fee set off against subscription price of First Tranche Bonds
Coupon rate
6.5% per annum
Interest rate on First Tranche Bonds
Initial conversion price
€5.00 per share
125% of prior placement price, subject to downward adjustment
Second tranche size
up to €22.5 million
Optional Second Tranche Bonds, subject to conditions
Market cap condition
€240,000,000
Minimum last and 30-day average market cap for second tranche
Market Reality Check
$4.65
Last Close
Volume
Volume 15,639 is below the 20-day average of 43,805 (relative volume 0.36) ahead of this financing update.
low
Technical
Shares at 4.65 are trading below the 200-day MA of 6.58, and closer to the 52-week low of 4.345 than the high of 11.87.
Peers on Argus
1 Down
Sector peers in Medical Instruments & Supplies display mixed shifts, while momentum scanner data only flags ZTEK relocating -6.639999896287918% down with no related news, suggesting today’s Nyxoah action is company-specific rather than a broad sector rotation.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 17 |
Product launch |
Positive |
+0.0% |
Commercial launch of Genio neurostimulation system in the Netherlands. |
| Dec 02 |
Ownership disclosure |
Positive |
-0.7% |
Transparency notifications displaying an increased holding and warrants. |
| Nov 27 |
Conference participation |
Positive |
+2.8% |
Participation in Piper Sandler healthcare conference with investor webcast. |
| Nov 20 |
Capital structure update |
Neutral |
+1.5% |
Publication of updated share capital, voting rights, and subscription rights. |
| Nov 13 |
Financing package |
Positive |
-9.8% |
Announcement of multi-part financing including up to €45m convertible facility. |
Recent financing announcements have coincided with negative price reactions, while operational and disclosure updates have seen modestly positive or mixed responses.
Over the last two months, Nyxoah reported several financing and corporate milestones. On Nov 13, 2025, the company secured financing commitments of up to U.S. $77 million, including a €45 million convertible bond facility, which saw a -9.85% reaction. Subsequent capital structure and transparency updates on Nov 20 and Dec 2 produced tiny shifts. The commercial launch of the Genio system in the Netherlands on Dec 17, 2025 marked continued rollout momentum. Today’s issuance of the first tranche implements the previously announced bond facility.
Market Pulse Summary
This announcement implements the first €22.5 million tranche of Nyxoah’s previously disclosed €45 million convertible bond facility, adding to earlier equity raises and EIB credit access. The structure includes a 6.5% coupon, quarterly amortization and flexible share-settlement options. Management guides that proceeds support U.S. and international Genio commercialization, clinical data generation, R&D and corporate applys, with cash runway projected into the third quarter of 2026, and potentially the first quarter of 2027 if the second tranche is drawn.
Key Terms
convertible bonds
financial
“announced the issuance of the first tranche of the convertible bond financing”
A convertible bond is a loan a company issues that pays regular interest and can be exmodifyd for a repaired number of the company’s shares under specified terms. It matters to investors becaapply it combines the steady income and lower downside risk of a bond with the upside potential of owning stock—like holding a ticket that can be cashed for equity if the share price rises—affecting returns, risk, and shareholder dilution.
amortization
financial
“three-year maturity from issuance with quarterly amortization payments”
Amortization is the process of spreading a large cost over a series of future periods, either by gradually writing off the value of an intangible asset (like a patent or license) or by displaying how loan principal is paid down over time. For investors it matters becaapply amortization affects reported profits and cash flow — similar to slicing a large bill into tinyer monthly payments — and therefore influences valuations, comparisons between companies, and expectations for future earnings.
VWAP
technical
“the VWAP of an ordinary share on the relevant Scheduled Amortisation Payment Date”
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It supports traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled quicker or slower.
private placement
financial
“placement price of the shares that have been issued pursuant to the previously announced private placement”
A private placement is a way for companies to raise money by selling securities directly to a tiny group of investors instead of through a public offering. This process is often quicker and less regulated, building it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
registered direct offering
financial
“previously announced private placement and registered direct offering (the “Capital Increases”)”
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without necessarying a public auction, similar to offering exclusive access to a limited number of acquireers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
market capitalisation
financial
“the Company has a last market capitalisation immediately preceding the Second Tranche Closing Date”
Market capitalisation is the total value investors place on a company, calculated by multiplying the current share price by the number of shares held by investors. Think of it like a city’s population multiplied by the average value per resident: it gives a quick sense of a company’s size. For investors, market cap supports compare companies, gauge typical risk and volatility, and decide whether a stock fits a strategy focapplyd on growth, income or stability.
cash runway
financial
“will extconclude the Company’s cash runway into the third quarter of 2026”
Cash runway is the amount of time a company can continue operating utilizing its available cash before necessarying additional funding or generating enough revenue. It’s like a countdown displaying how long a business can keep running with its current funds. Knowing the cash runway supports investors assess the company’s financial health and whether it has enough resources to reach its goals or necessarys to find more support soon.
working capital
financial
“for other general corporate purposes, including, but not limited to, working capital”
Working capital is the money a business has available to cover its daily expenses, like paying bills and acquireing supplies. It’s like the cash in your wallet that supports you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
AI-generated analysis. Not financial advice.
Nyxoah Announces Issuance of First Tranche of Convertible Bonds
Mont-Saint-Guibert, Belgium – December 19, 2025, 10:05pm CET / 4:05pm ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focapplyd on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA) through neuromodulation, today announced the issuance of the first tranche of the convertible bond financing entered into with an entity managed by Heights Capital Management (“HCM”) of up to
Closing of the first tranche of the convertible bonds’ issuance
On December 18, 2025, the Company issued the first tranche of convertible bonds for a nominal amount of
The First Tranche Bonds carry an interest rate of 6.5 per cent per annum and have a three-year maturity from issuance with quarterly amortization payments (each a “Scheduled Amortisation Payment Date”) of principal (equal to an amount of
In addition to the scheduled amortisation payments, HCM (or any future holders of the majority of the First Tranche Bonds) may, at any time between two Scheduled Amortisation Payment Dates (a “Regular Amortisation Period”), exercise its right to bring forward the payment of up to two Amortised Payment Amounts to a date specified in a notice sent to the Company which shall not be earlier than three business days following the date on which the relevant notice is given. Additionally, HCM (or any future holders of the majority of the First Tranche Bonds) will also have the right to defer the payment of any upcoming Amortised Payment Amount to any subsequent Scheduled Amortisation Payment Date specified in the notice sent to the Company.
HCM may elect to convert the outstanding principal amount under the First Tranche Bonds or any Amortized Payment Amount at any time during the term of the bonds. The initial conversion price for the First Tranche Bonds, which can be modified on a downward basis, shall be equal to
Each payment of the Amortised Payment Amounts shall in principle be done in cash at an amount equal to 103 per cent of the principal amount of such Amortised Payment Amount. However, the Company may elect to satisfy its obligation to repay the relevant Amortised Payment Amount by issuing new ordinary shares in the Company to HCM (the “Share Settlement Option”). In case the Company exercises its Share Settlement Option, the issue price for the newly to be issued ordinary shares will be the lower of (a) the conversion price in effect at the time, and (b)
More information on the First Tranche Bonds is available in the special report of the board of directors of the Company drawn up in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Code on companies and associations located at https://investors.nyxoah.com/financials.
Second tranche convertible bonds
Pursuant to the subscription agreement, the Company has the option to issue a second tranche of convertible bonds (the “Second Tranche Bonds”) to HCM for an aggregate principal amount of up to
The Company and HCM can agree in writing to a lesser aggregate principal amount than
The obligation for HCM to subscribe to the Second Tranche Bonds on the closing date for the Second Tranche Bonds (the “Second Tranche Closing Date”) shall be subject to certain customary conditions precedent being satisfied (or waived by HCM) prior to or on the Second Tranche Closing Date. More specifically, it is, among others, required that:
- the arithmetic mean (rounded to the nearest whole multiple of U.S.
$1.00 (with U.S.$0.50 b eing rounded upwards)) of the daily traded values of the ordinary shares of the Company on each dealing day comprised in the period of sixty qualifying stock exmodify days concludeing on the qualifying stock exmodify date immediately preceding the date of the Company’s request to issue the Second Tranche Bonds is greater than U.S.$1 million (or its equivalent in any other currency); and
- the Company has a last market capitalisation immediately preceding the Second Tranche Closing Date, and an average market capitalisation on each of the 30 consecutive dealing days concludeing on (and including) the dealing day immediately preceding the Second Tranche Closing Date that are each greater than
€240,000,000.
As of December 16, 2025, the conditions precedent relating to the daily traded values, the last market capitalisation and the average market capitalisation were not met. More precisely, as of December 16, 2025, the arithmetic mean of the daily traded values amounted to U.S.
The Second Tranche Bonds shall, to the extent applicable, be issued on substantially the same terms as the First Tranche Bonds. The initial conversion price of the Second Tranche Bonds shall be equal to the lowest of the five VWAPs of the ordinary shares of the Company on Euronext Brussels on each of the five dealing days concludeing on the Second Tranche Closing Date.
Cash runway
The issuance of the First Tranche Bonds and closing of the Capital Increases, toreceiveher with the second tranche under the Company’s existing credit facility with the European Investment Bank (for which the possibility to draw depconcludes on a revenue milestone that the Company expects to meet in the first half of 2026), will extconclude the Company’s cash runway into the third quarter of 2026. If, in addition to the foregoing, the Second Tranche Bonds are issued, the Company’s cash runway will be extconcludeed by two (2) quarters, into the first quarter of 2027.
The net proceeds from the First Tranche Bonds toreceiveher with the net proceeds of the Capital Increases will be applyd (i) to support commercialization activities in the United States and advance the commercialization of the Genio system in the Company’s initial tarreceive 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 the Company’s 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 expconcludeitures, investments, acquisitions, should the Company choose to pursue any, and collaborations.
This press release does not constitute an offer to sell or the solicitation of an offer to acquire the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
About Nyxoah
Nyxoah is a medical technology company focapplyd 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.
Following the successful completion of the BLAST OSA study, the Genio system received its European CE Mark in 2019. Nyxoah completed two successful IPOs: on Euronext Brussels in September 2020 and NASDAQ in July 2021. Following the positive outcomes of the BETTER SLEEP study, Nyxoah received CE mark approval for the expansion of its therapeutic indications to Complete Concentric Collapse (CCC) patients, currently contraindicated in competitors’ therapy. Additionally, the Company announced positive outcomes from the DREAM IDE pivotal study and receipt of approval from the FDA for a subset of adult patients with moderate to severe OSA with an AHI of greater than or equal to 15 and less than or equal to 65.
Caution – CE marked since 2019. FDA approved in August 2025 as prescription-only device.
IMPORTANT INFORMATION
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF ANY OFFER TO SELL OR PURCHASE, ANY SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER, SUBSCRIPTION, SALE AND PURCHASE OF SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.
Forward-viewing statements
Certain statements, beliefs and opinions in this press release are forward-viewing, which reflect the Company’s or, as appropriate, the Company directors’ or managements’ current expectations regarding the convertible bond financing; the Genio system; the potential advantages of the Genio system; Nyxoah’s goals with respect to the potential apply of the Genio system; the Company’s commercialization strategy and entrance to the U.S. market; and the Company’s results of operations, financial condition, liquidity, performance, prospects, growth and strategies. By their nature, forward-viewing statements involve a number of risks, uncertainties, assumptions and other factors that could caapply actual results or events to differ materially from those expressed or implied by the forward-viewing statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome and financial effects of the plans and events described herein. These risks and uncertainties include, but are not limited to, the satisfaction of the closing conditions required for the Second Tranche Bonds and the corresponding closing, the apply of net proceeds from the First Tranche Bonds, the expected sufficiency of the Company’s cash resources and runway, which may not be accurate resulting in the necessary for additional financing sooner than anticipated, the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year concludeed December 31, 2024, filed with the SEC on March 20, 2025 and subsequent reports that the Company files with the SEC. A multitude of factors including, but not limited to, modifys in demand, competition and technology, can caapply actual events, performance or results to differ significantly from any anticipated development. Forward-viewing statements contained in this press release regarding past trconcludes or activities are not guarantees of future performance and should not be taken as a representation that such trconcludes or activities will continue in the future. In addition, even if actual results or developments are consistent with the forward-viewing statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. No representations and warranties are created as to the accuracy or fairness of such forward-viewing statements. As a result, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-viewing statements in this press release as a result of any modify in expectations or any modify in events, conditions, assumptions or circumstances on which these forward- viewing statements are based, except if specifically required to do so by law or regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-viewing statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-viewing statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-viewing statements, which speak only as of the date of this press release.
Contacts:
Nyxoah
John Landry, CFO
IR@nyxoah.com
FAQ
What did Nyxoah (NYXH) announce on December 19, 2025 regarding financing?
Nyxoah announced issuance of the first tranche of convertible bonds for €22.5M under a facility up to €45M with Heights Capital Management.
How does the convertible bond affect NYXH cash runway and timing?
The first tranche plus capital increases extconclude Nyxoah’s cash runway into Q3 2026; issuing the second tranche would extconclude runway into Q1 2027.
What are the key economic terms of Nyxoah’s first tranche convertible bonds (NYXH)?
Terms include €22.5M principal, 6.5% annual interest, three-year maturity, quarterly amortisation starting Feb 18, 2026, and initial conversion price €5.00.
Could the First Tranche Bonds dilute NYXH shareholders and how?
Holders may convert principal or amortisation amounts into shares; the company may also settle certain repayments by issuing new shares, creating potential dilution.
Why might the second tranche of Nyxoah convertible bonds not be available to NYXH?
Second tranche access is subject to trading volume and market capitalisation tests; as of Dec 16, 2025 those thresholds were below required levels.
How much was paid in subscription fees for NYXH’s first tranche and how was it settled?
Nyxoah paid a subscription fee equal to 8% of the first tranche principal (€1.8M), satisfied by set-off against the subscription price.
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