Nyxoah SA 2025年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Ordinary shares, nonominal value per share:37,427,265, as of December 31, 2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standardsas issued by theInternational Accounting Standards Board☒Other☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item 18☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒Auditor Firm Id: 01467Auditor Name:EY Réviseurs d’Entreprises/ EYBedrijfsrevisoren SRL/BVAuditor Location:Diegem, Belgium TABLE OF CONTENTS PART I 3Item 1.Identity of Directors, Senior Management and Advisers3Item 2.Offer Statistics and Expected Timetable3Item 3.Key Information3A.[Reserved]3B.Capitalization and Indebtedness3C.Reasons for the Offer and Use of Proceeds3D.Risk Factors3Item 4.Information on the Company57Item 4A.Unresolved Staff Comments100Item 5.Operating and Financial Review and Prospects101A.Operating Results101B.Liquidity and Capital Resources109C.Research and Development, Patents and Licenses, etc.111D.Trend Information111E.Critical Accounting Estimates111Item 6.Directors, Senior Management and Employees112A.Directors and Senior Management112B.Compensation114C.Board Practices123D.Employees128E.Share Ownership129F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation129Item 7.Major Shareholders and Related Party Transactions129A.Major Shareholders129B.Related Party Transactions131C.Interests of Experts and Counsel132Item 8.Financial Information132A.Consolidated Statements and Other Financial Information132B.Significant Changes133Item 9.The Offer and Listing133A.Offer and Listing Details133B.Plan of Distribution133C.Markets133D.Selling Shareholders133E.Dilution133F.Expenses of the Issue134Item 10.Additional Information134A.Share Capital134B.Articles of Association134C.Material Contracts134D.Exchange Controls134E.Taxation134F.Dividends and Paying Agents150G.Statement by Experts150H.Documents on Display151I.Subsidiary Information151 Item 11.Quantitative and Qualitative Disclosures About Market Risk151Item 12.Description of Securities Other than Equity Securities152A.Debt Securities152B.Warrants and Rights152C.Other Securities152D.American Depositary Shares152PART II153Item 13.Defaults, Dividend Arrearages and Delinque