MDxHealth Announces Pricing of Offering of ADSs in the United
States
NEWS RELEASE – REGULATED
INFORMATIONINSIDE
INFORMATIONFEBRUARY 3, 2023, 8:00 am ET/ 14:00
CET
MDxHealth Announces Pricing of Offering
of ADSsin the United States
IRVINE, CA, and HERSTAL, BELGIUM –
February 3, 2023 – MDxHealth SA (NASDAQ/Euronext: MDXH)
(“mdxhealth” or the “Company“), a
commercial-stage precision diagnostics company, today announced
that it has priced a registered public offering of 10,000,000
American Depositary Shares (“ADSs”) (each
representing 10 ordinary shares of the Company without nominal
value) (the “Offering”) at a price to the public
of USD 4.00 per ADS1 for total gross proceeds of USD 40.0
million2 before deducting commissions and estimated offering
expenses. In connection with the Offering, mdxhealth has granted
the underwriters a 30-day option to purchase 1,500,000 additional
ADSs, on the same terms and conditions.
The closing of the Offering is expected to occur on February 7,
2023, subject to the satisfaction of customary closing conditions.
The new shares underlying the offered ADSs will have the same
rights and benefits as, and rank pari passu in all respects,
including as to entitlement to dividends and distributions, with,
the Company’s existing and outstanding ordinary shares and will be
entitled to distributions in respect of which the relevant record
date or due date falls on or after the date of issue of the new
shares.
Mdxhealth intends to use the net proceeds from the Offering for
general corporate and working capital purposes, including to fund
product development efforts and commercial activities.
Cowen and Company, LLC and William Blair & Company, L.L.C.
are acting as joint book-running managers, BTIG, LLC is acting as
lead manager and KBC Securities USA LLC is acting as co-manager for
the Offering.
The ADSs described above are being offered by mdxhealth pursuant
to a registration statement previously filed with and subsequently
declared effective by the Securities and Exchange Commission
(“SEC”). A preliminary prospectus supplement
relating to the Offering has been filed with the SEC and
is available on the SEC’s website at http://www.sec.gov. This
press release does not constitute an offer to sell or a
solicitation of an offer to buy securities of the Company nor shall
there be any offer, solicitation or sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification or
publication of an offering prospectus under the securities laws of
any such state or jurisdiction. Any offers, solicitations or offers
to buy, or any sales of securities, if at all, has been or will be
made in accordance with the registration requirements of the United
States Securities Act of 1933 and the European Prospectus
Regulation (Regulation (EU) 2017/1129), as relevant.
Copies of the preliminary prospectus supplement, and
accompanying base prospectus relating to this offering, may be
obtained from Cowen and Company, LLC, 599 Lexington Avenue, New
York, NY 10022, by email at Prospectus_ECM@cowen.com or by
telephone at (833) 297-2926 and William Blair & Company,
L.L.C., Attention: Prospectus Department, 150 North Riverside
Plaza, Chicago, IL 60606, or by telephone at (800) 621-0687, or by
email at prospectus@williamblair.com.
For more information:
mdxhealthinfo@mdxhealth.com
LifeSci Advisors (IR & PR)US: +1 949 271
9223ir@mdxhealth.com
IMPORTANT INFORMATION
This press release contains forward-looking statements regarding
the expected closing of the Offering and the intended use of
proceeds from the Offering. The Offering is subject to market and
other conditions and there can be no assurance as to whether or
when the offering may be completed. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially, including
those risks disclosed in the section “Risk Factors” included in the
preliminary prospectus supplement for the offering. The Company
cautions readers not to place undue reliance on any forward-looking
statements. The Company 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.
No public offering will be made and no one has taken
any action that would, or is intended to, permit a public offering
in any country or jurisdiction, other than the United States, where
any such action is required, including in Belgium. Belgian
investors, other than qualified investors within the meaning of
Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market (the “Prospectus Regulation”),
will not be eligible to participate in the Offering (whether in
Belgium or elsewhere). The transaction to which this press release
relates will only be available to, and will be engaged in only
with, in member states of the European Economic Area, persons
falling within the meaning of Article 2(e) of the Prospectus
Regulation, and in the United Kingdom, investment professionals
falling within article 19 (5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the
“Order”), persons falling within article 49 (2),
(a) to (d) of the Order and other persons to whom it may lawfully
be communicated.
Subject to completion of the Offering, a prospectus will be
prepared by mdxhealth in accordance with Article 3 of the
Prospectus Regulation for the purpose of having the new shares that
will be represented by ordinary shares admitted to trading on the
regulated market of Euronext Brussels, unless an exemption is
available.
1 Equivalent to a price of EUR 3.64 per ADS, assuming an
exchange rate of EUR 1 = USD 1.0988 as published by the European
Central bank on February 2, 2023.
2 Equivalent to an amount of EUR 36.4 million, assuming an
exchange rate of EUR 1 = USD 1.0988, as published by the European
Central bank on February 2, 2023.
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