Form SCHEDULE 13D/A Nyxoah SA Filed by: Cochlear Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Nyxoah SA (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
Rob McGrory 1 University Avenue, Macquarie University, C3, 2109 61294255239 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/10/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Cochlear Investments Pty Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,847,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 98,894,961 ordinary shares ("Ordinary Shares") of Nyxoah S.A. (the "Issuer") outstanding, as stated in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission (the "SEC") on June 5, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Cochlear Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,847,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 98,894,961 Ordinary Shares outstanding, as stated in the Issuer's prospectus supplement filed with the SEC on June 5, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Nyxoah SA | |
| (c) | Address of Issuer's Principal Executive Offices:
Rue Edouard Belin, 12, Mont-Saint-Guibert,
BELGIUM
, 1435. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on July 16, 2021 (the "Original Schedule 13D") as amended by Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons dated November 24, 2025 ("Amendment No. 4"), Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons dated October 10, 2024 ("Amendment No. 3"), Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on May 30, 2024 ("Amendment No. 2") and Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on March 29, 2023 (together with Amendment No. 4, Amendment No. 3, Amendment No. 2and the Original Schedule 13D, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Cochlear Investments directly owns 5,847,283 Ordinary Shares, representing 5.91% of the outstanding Ordinary Shares. | |
| (b) | Cochlear Limited is the parent company of Cochlear Investments. As a result, Cochlear Limited may be deemed to indirectly beneficially own the Ordinary Shares directly held by Cochlear Investments.
The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of the cover sheet hereof. Such percentage was calculated based on 98,894,961 Ordinary Shares outstanding, as stated in the Issuer's prospectus supplement filed with the SEC on June 5, 2026.
The Reporting Persons do not have the right to acquire any additional Ordinary Shares. | |
| (c) | The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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