NEWS RELEASE – REGULATED
INFORMATIONNOVEMBER 27, 2023, 1:00 am ET / 7:00 am
CET
MDxHealth Announces Completion of
Mandatory ADS Exchange and Commencement of Transition Period to
Single Listing on Nasdaq
IRVINE, CA, and HERSTAL,
BELGIUM – November 27, 2023 – MDxHealth SA
(NASDAQ/Euronext Brussels: MDXH) (the "Company" or "mdxhealth"), a
commercial-stage precision diagnostics company, today announces the
completion of the mandatory exchange under the Company's American
Depositary Shares ("ADSs") facility (the "Mandatory ADS Exchange"),
the start of the transition to a single listing on Nasdaq, and
details on the process for repositioning of the Company's shares
from the Euronext Brussels trading system to the Nasdaq trading
system.
Mandatory ADS Exchange and transition to
single listing on Nasdaq
The Company announced on October 2, 2023, that
its board of directors had determined that it is in the best
interest of the Company, its investors and other stakeholders to
consolidate all trading of the Company's securities on one exchange
in the United States. This transaction involves (1) a share
consolidation with respect to all outstanding Company shares by
means of a 1-for-10 reverse stock split, which was completed on
November 13, 2023 (the "Share Consolidation"), after which ten
former Company shares are represented by one new Company share
(each new Company share, a "Share"), and each ADS represents one
new Share, (2) listing the Shares on Nasdaq, (3) the
Mandatory ADS Exchange, (4) a repositioning of the Shares from
the Euronext Brussels trading system to the Nasdaq trading system,
and (5) following a transition period of at least three weeks
after the Mandatory ADS Exchange, the de-listing of the Shares from
listing and trading on Euronext Brussels.
Folllowing the completion of the Share
Consolidation on November 13, 2023, the Company completed the
Mandatory ADS Exchange, effective today. As a result of the
Mandatory ADS Exchange, ADS holders received Shares that are listed
on Nasdaq in exchange for their ADSs on the basis of a ratio of one
ADS for one Share, the ADS program will be terminated and the ADSs
will cease to be listed and traded on Nasdaq.
Effective as of the opening of trading on Nasdaq
today, the Shares will be admitted to listing and trading on
Nasdaq. During a transition period ending December 15, 2023, the
Shares will be listed on both Euronext Brussels and Nasdaq.
In view of the foregoing, effective as of close
of trading on Euronext Brussels on December 15, 2023, the Shares
will no longer be listed and traded on Euronext Brussels. As of
that moment on, the Shares will only be listed and traded on
Nasdaq.
Repositioning process
In the context of the transition to a single
listing on Nasdaq, the Company's shareholders now have the
opportunity to reposition their Shares from the Euronext Brussels
trading system to the Nasdaq trading system.
The Company expects that many financial
intermediaries or custodians in Europe will use their discretionary
rights (under their terms of service to their clients) to
automatically (at the initiative of the brokers) reposition the
Shares held by their client to the Nasdaq trading system.
In the event the Shares are not automatically
repositioned in the Nasdaq trading system as described above, or to
understand or enquire the steps, timing and any associated costs
and expenses that are required for repositioning Shares from the
Euronext Brussels trading system to the Nasdaq trading system,
shareholders should contact their financial intermediary or
custodian. This request is possible at any time as of today. An
overview of the procedures to be completed by your financial
intermediary or custodian can be found on the Company's website
(see: Proposed Transition to a Single Listing on NASDAQ -
mdxhealth).
All Shares, whether or not repositioned to
Nasdaq, will continue to be valid Shares with full voting rights,
rights to future dividends and other distributions, etc.
Furthermore, Shares that are not repositioned prior to December 15,
2023, the last date that Shares will be listed and tradeable on
Euronext Brussels, may be repositioned for trading on Nasdaq at any
time after December 15, 2023 by contacting the shareholder’s
financial intermediary or custodian.
Further information
For further information and details regarding
the ongoing transition from a dual listing of the ADSs on Nasdaq
and Shares on Euronext Brussels to a single listing of Shares on
Nasdaq (including the applicable repositioning forms), reference is
made to the dedicated web page which can be found on the Company's
website (see: Proposed Transition to a Single Listing on NASDAQ -
mdxhealth).
About mdxhealth®
Mdxhealth is a commercial-stage precision
diagnostics company that provides actionable molecular information
to personalize patient diagnosis and treatment. The Company’s tests
are based on proprietary genomic, epigenetic (methylation) and
other molecular technologies and assist physicians with the
diagnosis and prognosis of urologic cancers and other urologic
diseases. The Company’s U.S. headquarters and laboratory operations
are in Irvine, California, with additional laboratory operations in
Plano, Texas. European headquarters are in Herstal, Belgium, with
laboratory operations in Nijmegen, The Netherlands. For more
information, visit mdxhealth.com and follow us on social
media
at:twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.
For more information:
mdxhealth info@mdxhealth.com |
|
LifeSci
Advisors (IR & PR)US: +1 949 271
9223ir@mdxhealth.com |
|
Forward-looking Statements
This press release contains forward-looking
statements and estimates with respect to the anticipated future
performance of MDxHealth and the market in which it operates, all
of which involve certain risks and uncertainties. These statements
are often, but are not always, made through the use of words or
phrases such as “potential,” “expect,” “will,” “goal,” “next,”
“potential,” “aim,” “explore,” “forward,” “future,” and “believes”
as well as similar expressions. Forward-looking statements
contained in this release include, but are not limited to,
statements regarding timing of the proposed transition from a dual
listing of shares on Euronext Brussels and ADSs on Nasdaq to a sole
listing of shares on Nasdaq and Share Consolidation, including
statements regarding European financial intermediaries and
custodians using their discretionary authority to reposition their
clients’ securities. Such statements and estimates are based on
assumptions and assessments of known and unknown risks,
uncertainties and other factors, which were deemed reasonable but
may not prove to be correct. Actual events are difficult to
predict, may depend upon factors that are beyond the company’s
control, and may turn out to be materially different. Examples of
forward-looking statements include, among others, statements we
make regarding expected future operating results, product
development efforts, our strategies, positioning, resources,
capabilities and expectations for future events or performance.
Important factors that could cause actual results, conditions and
events to differ materially from those indicated in the
forward-looking statements include, among others, the following:
uncertainties associated with the coronavirus (COVID-19) pandemic,
including its possible effects on our operations, and the demand
for our products; our ability to successfully and profitably market
our products; the acceptance of our products and services by
healthcare providers; the willingness of health insurance companies
and other payers to cover our products and services and adequately
reimburse us for such products and services; our ability to obtain
and maintain regulatory approvals and comply with applicable
regulations; the possibility that the anticipated benefits from our
business acquisitions like our acquisition of the Oncotype DX® GPS
prostate cancer business will not be realized in full or at all or
may take longer to realize than expected; and the amount and nature
of competition for our products and services. Other important risks
and uncertainties are described in the Risk Factors sections of our
most recent Annual Report on Form 20-F and in our other reports
filed with the Securities and Exchange Commission. MDxHealth
expressly disclaims any obligation to update any such
forward-looking statements in this release to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based
unless required by law or regulation. This press release does not
constitute an offer or invitation for the sale or purchase of
securities or assets of MDxHealth in any jurisdiction. No
securities of MDxHealth may be offered or sold within the United
States without registration under the U.S. Securities Act of 1933,
as amended, or in compliance with an exemption therefrom, and in
accordance with any applicable U.S. securities laws.
NOTE: The mdxhealth logo,
mdxhealth, Confirm mdx, Select mdx, Resolve mdx, Genomic Prostate
Score, GPS and Monitor mdx are trademarks or registered trademarks
of MDxHealth SA. All other trademarks and service marks are the
property of their respective owners.
- MDxHealth - Press release 27Nov23 (EN) FINAL
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