Nyxoah SA Signs ?37.5 Million Loan Facility Agreement with the European Investment Bank

Nyxoah SA announced that it has signed a ?37.5 million loan facility agreement with the European Investment Bank (EIB). The agreement is backed by the European Commission?s Invest EU program. Nyxoah plans to use the funding for research and development, and for scaling-up its manufacturing capacity to meet demand in Europe and the U.S. The ?37.5 million facility is divided into three tranches: ?10 million for the first tranche (?Tranche A?), ?13.75 million for the second tranche (?Tranche B?) and ?13.75 million for the third tranche (?Tranche C?).

Disbursement under the various tranches is subject to certain conditions. Tranche A carries an annual 5% cash and 5% capitalized interest rate, and features a five-year bullet repayment schedule. The various tranches do not contain revenue or liquidity covenants.

In connection with the loan facility agreement, and as a condition to drawdown thereunder, the Company also intends to enter into a ?synthetic warrant agreement? with the EIB. Under the intended synthetic warrant agreement, in consideration for the facility, in connection with each tranche of the facility, the EIB will be granted ?synthetic warrants?

with a duration of 20 years. The number and strike price of the synthetic warrants will be calculated based on tranche specific formulas provided for in the synthetic warrant agreement. The synthetic warrants can be exercised as of the maturity date of the relevant tranche of the facility or, in exceptional situations, earlier.

Such synthetic warrants will entitle the EIB to receive from the Company a cash consideration equal to the 20-day volume weighted average price of a share in the Company on the stock exchange, reduced by the applicable strike price per synthetic warrant, and multiplied by the number of synthetic warrants that the EIB exercises. In connection with Tranche A, it is expected that the EIB will be granted 468,384 synthetic warrants with a strike price of ?8,11 that the EIB can exercise after the maturity of Tranche A (5 years) or, in exceptional situations, earlier.