Nyxoah AGM June 2026: Bond terms and capital vote

Meeting date, format, and venue

Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) has invited securities holders to its annual shareholders' meeting on Wednesday, June 10, 2026 at 2:00 p.m. CET. The meeting will be held at the company’s seat in Mont-Saint-Guibert, Belgium, or another location to be indicated ahead of time. An extraordinary shareholders’ meeting will follow immediately after the annual meeting. To support remote participation, the company plans to set up a video conference for duly registered securities holders. Nyxoah said remote attendees will be able to follow the meetings and ask questions, as the case may be in writing, during the meetings. Practical details for joining via video conference will be communicated to relevant securities holders “in due time”. For in-person attendance, securities holders and representatives are invited to register from 1:45 p.m. CET to facilitate the attendance list.

What shareholders are being asked to approve at the AGM

The annual meeting agenda includes acknowledgement and discussion of the statutory annual accounts and consolidated financial statements for the year ended December 31, 2025. It also covers the annual reports of the board of directors on those accounts and statements, and the statutory auditor’s reports on both. Shareholders will be asked to approve the statutory annual accounts for FY2025 and the proposed allocation of the result, as presented by the board. Another resolution seeks to grant discharge to directors who served during the FY2025 financial year for performance of their mandate. A separate resolution seeks discharge of the statutory auditor for the FY2025 financial year. The AGM also includes acknowledgement and approval of the remuneration report. These items are typical for annual governance cycles, but they also set the base for subsequent decisions discussed at the extraordinary meeting.

Convertible bond clause approval under Belgian company law

A significant agenda item relates to Nyxoah’s convertible bond instrument and the approval of clauses under Article 7:151 of the Belgian Code of Companies and Associations (CCA). Nyxoah disclosed that it issued 225 convertible bonds on December 18, 2025 for an aggregate principal amount of EUR 22.5 million. The issuance followed a subscription agreement entered into on November 13, 2025 with an entity managed by Heights Capital Management, later amended and restated on December 16, 2025. The bonds are governed by a bond instrument that was amended on February 2, 2026.

The company highlighted Article 7.2 of the bond instrument, which provides that following a “Relevant Event”, each bondholder can require the company to redeem the bond in cash on the “Relevant Event Put Date” at the applicable “Early Redemption Amount”. As described in the filing, the Early Redemption Amount for any bond equals the sum of (a) the Make-Whole Premium and (b) an amount equal to the greater of (i) 120% of the outstanding principal amount on the Relevant Event Put Date or (ii) the bond’s Parity Value. The proposed resolution asks the shareholders’ meeting to take note of, approve, and ratify (to the extent required and applicable) Article 6.8 and Article 7.2 and any other bond instrument provisions that fall under the scope of Article 7:151 of the CCA. The same item also grants a special power of attorney to each director, acting individually and with substitution rights, to complete formalities required for publication in the Annexes to the Belgian Official Gazette.

Board appointments and reappointments until 2027

Nyxoah’s agenda includes several board-related decisions with proposed terms running until the annual shareholders’ meeting to be held in 2027. The company proposes to reappoint Jürgen Hambrecht, Kevin Rakin, Rita Johnson-Mills, and Virginia Kirby as independent directors within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. It also proposes to appoint Daniel Wildman as an independent director under the same references. In addition, Nyxoah proposes to reappoint Pierre Gianello as a director until the annual shareholders’ meeting in 2027.

Across these items, the filing states that remuneration will be as provided for non-executive board members in Nyxoah’s remuneration policy as adopted by shareholders, and that cash remuneration is as decided by the annual shareholders’ meeting of June 8, 2022.

Extraordinary meeting: authorised capital renewal proposal

At the extraordinary shareholders’ meeting, Nyxoah plans to discuss a special board report prepared in accordance with Article 7:199 of the CCA relating to renewing authorised capital. The key proposed decision is to renew the authorisation for the board to increase share capital one or several times over a five-year period, starting from publication of the authorisation in the Annexes to the Belgian Official Gazette.

The aggregate amount of potential increases would be equal to the amount of Nyxoah’s capital on the date immediately preceding the shareholders’ meeting approving the renewed authorised capital. The filing also describes amendments to Article 7 (“Authorized capital”) of the articles of association, replacing the first and second paragraphs with updated text reflecting the renewed authorisation. A separate extraordinary-meeting item grants the acting notary (and any other notary of “Berquin Notarissen”) the power to draw up and sign a restated version of the articles of association and file them in the appropriate database according to applicable law.

Key deadlines and participation rules

Nyxoah provided detailed admission formalities for shares, subscription rights, and convertible bonds. The registration date is May 27, 2026 at midnight (Belgian time). Only persons registered as securities holders at that date and time are entitled to attend and, if they are shareholders, vote at the meetings. Nyxoah noted that the number of securities held on the meeting date itself is not taken into account for eligibility.

Holders of dematerialised shares must ensure a certificate is delivered to the company by June 4, 2026 at midnight (Belgian time). Securities holders must also notify the company by email by June 4, 2026 of their intention to participate and indicate the number of securities for which they intend to vote. The company also set a June 4, 2026 email deadline for shareholders to send agenda-related questions, with answers to be provided during the meetings under applicable law. For virtual participation in real time, securities holders must confirm participation and provide an email address by June 4, 2026 to receive a link (and potentially a user name and password) ahead of the meeting.

Quorum, voting thresholds, and a back-up meeting date

Nyxoah stated there is no particular quorum requirement for the annual shareholders’ meeting. For the extraordinary meeting, at least 50% of share capital must be present or represented for deliberation and voting on agenda item 2, in accordance with Article 7:153 of the CCA. Decisions at the annual meeting and extraordinary meeting (other than extraordinary item 2) will be adopted by a simple majority of valid votes cast. For extraordinary agenda item 2, approval requires 75% of valid votes cast, with blank votes and abstentions not taken into account.

If the attendance quorum is not met at the extraordinary meeting on June 10, 2026, the company said a second extraordinary shareholders’ meeting will be convened on Thursday, July 9, 2026 at 2:00 p.m. CET. That second meeting would deliberate and resolve on the extraordinary agenda items regardless of the share capital present or represented.

Snapshot table: what to track ahead of June 10

Separate India filing snapshot: Amit Securities Ltd disclosures

The provided text also includes a separate set of BSE-related references for Amit Securities Ltd. It states the company informed BSE that a board meeting was scheduled on 14/11/2025 to consider and approve unaudited standalone and consolidated financial results for the quarter ended 30/09/2025. It also includes BSE-sourced items around May 2025 regarding consideration and approval of audited standalone and consolidated financial results for the period ended 31/03/2025, along with references to the auditors’ report and related party transactions. A list of board meeting dates is also shown, including 30/05/2025 (audited results) and 14/02/2025 (quarterly results), among others. The same section references shareholding pattern submission for the period ended March 31, 2026 and a results item for the quarter ended 31-12-2025, without including figures.

Why these filings matter for investors

For Nyxoah investors, the June 10 agenda combines routine annual approvals with decisions that can influence capital structure and governance. The bond instrument ratification centres on cash redemption rights and the calculation mechanics for early redemption, which can be relevant during corporate events defined as “Relevant Events” under the bond documentation. The extraordinary meeting’s authorised capital renewal also matters because it renews the board’s ability to increase share capital over a defined five-year period, subject to the framework described in the special report.

For Indian market participants tracking compliance signals, the Amit Securities references reflect the cadence of scheduled board meetings for results approvals and periodic regulatory submissions such as shareholding patterns. While the excerpt does not provide financial numbers, such notices are often used by investors to monitor reporting timelines and governance processes.

Closing note

Nyxoah’s annual and extraordinary shareholders’ meetings are scheduled for June 10, 2026, with key cut-offs on May 27, 2026 (registration) and June 4, 2026 (participation steps and questions). If the extraordinary meeting quorum is not met, a second extraordinary meeting is planned for July 9, 2026. Investors typically track these dates closely because they govern voting rights, remote participation access, and the timing of decisions on board mandates, bond-related approvals, and authorised capital renewal.