Press release Regulated information 16 October 2020, [07:00] a.m. CEST
IRVINE, CA, and HERSTAL, BELGIUM – 16 October 2020 – MDxHealth SA (Euronext Brussels: MDXH) (the “Company” or “MDxHealth“) a commercial-stage innovative molecular diagnostics company, announces today that 20,162,924 existing shares have been admitted to listing and trading on the regulated market of Euronext Brussels.
The 20,162,924 shares were issued by the Company on 15 May 2020 pursuant to a capital increase in cash that was decided by the Company’s board of directors within the framework of the authorised capital, with the dis-application of the preferential subscription right of the Company’s existing shareholders and, in so far as required, of the existing holders of subscription rights (stock options) of the Company, to the benefit of MVM.
A listing prospectus has been approved by the Belgian Financial Services and Markets Authority on 13 October 2020 with respect to the 20,162,924 shares (the “Prospectus“). The Prospectus is available in Belgium at no cost at the Company’s registered office, located at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium. Subject to country restrictions, the Prospectus is also available on the following website: Prospectus and information incorporated by reference. The approval of the Prospectus should not be understood as an endorsement of the 20,162,924 existing shares admitted to listing and trading on the regulated market of Euronext Brussels.
Trading of the 20,162,924 shares on the regulated market of Euronext Brussels is expected to commence on 16 October 2020.
MDxHealth is a commercial-stage, innovative healthcare company that provides actionable molecular diagnostic information to personalize the diagnosis and treatment of cancer. The company’s tests are based on proprietary genetic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis of urologic cancers, prognosis of recurrence risk, and prediction of response to a specific therapy. The Company’s European headquarters are in Herstal, Belgium, with laboratory operations in Nijmegen, The Netherlands, and US headquarters and laboratory operations based in Irvine, California. For more information, visit mdxhealth.com and follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.
An investment in the relevant shares involves substantial risks and uncertainties. Prospective investors should read the entire Prospectus, and, in particular, should refer to the chapter “Risk Factors” beginning on page 7of the Prospectus for a discussion of certain factors that should be considered in connection with an investment in the relevant shares, including the risks that MDxHealth’s business could be materially harmed by the ongoing novel coronavirus (COVID-19) pandemic, that, taking into account its available cash and cash equivalents, MDxHealth does not have sufficient working capital to meet its present requirements and cover the working capital needs for a period of at least 12 months as of the date of this Prospectus, that MDxHealth has a history of losses, and expects to incur net losses in the future and may never achieve profitability, that the molecular diagnostics industry is highly competitive and characterized by rapid technological changes and that MDxHealth may be unable to keep pace with its competitors. All of these factors should be considered before investing in the relevant shares. Prospective investors must be able to bear the economic risk of an investment in the relevant shares and should be able to sustain a partial or total loss of their investment.
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The MDxHealth logo, MDxHealth, ConfirmMDx and SelectMDx are trademarks or registered trademarks of MDxHealth SA. All other trademarks and service marks are the property of their respective owners.
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. 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. 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. You should not place undue reliance on forward-looking statements, which reflect the opinions of MDxHealth only as of the date of this press release.
This press release does not constitute, or form part of, an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, subscription for or application for, shares of MDxHealth. Any trading in shares in connection with the listing and admission to trading on the regulated market of Euronext Brussels should only be made on the basis of information contained in the Prospectus in connection with the listing and admission to trading on the regulated market of Euronext Brussels and any supplements thereto, as the case may be.
This press release is not a prospectus. the information contained in this press release is for general information only and does not purport to be full or complete. Any investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus.
This press release is not for distribution, directly or indirectly, in or into the US. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for relevant shares in the US. The relevant shares have not been and will not be registered under the US Securities Act of 1933, as amended from time to time (the “Securities Act”) and may not be offered or sold in the US unless registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Company and its affiliates have not registered, and do not intend to register, the relevant shares under the Securities Act, and do not intend to conduct a public offering of the relevant shares in the US.
This press release is only addressed to, and directed in, member states of the European Economic Area (“EEA”) (each, a “Member State”), at persons who are ‘qualified investors’ within the meaning of article 2(e) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (“Qualified Investors”). Each person in a Member State who acquires any relevant shares or to whom any offer of relevant shares may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the relevant shares that are located in a Member State will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
In the United Kingdom this press release is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and qualified investors falling within article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”).
This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this document relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with Relevant Persons in the United Kingdom and (b) qualified investors in member states of the EEA (other than the United Kingdom).
This press release and the information contained therein is not for distribution, directly or indirectly, in the US, Australia, Canada, Japan, South-Africa or any other jurisdiction where to do so would be prohibited by applicable law.
Acquiring investments to which this press release relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This press release does not constitute a recommendation concerning the securities referred to herein.
No action has been taken by MDxHealth that would permit an offer of MDxHealth’s shares or the possession or distribution of these materials or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. The issue, sale, subscription for, or purchase of new shares of MDxHealth can be subject to special legal or statutory restrictions in certain jurisdictions. MDxHealth is not liable if the aforementioned restrictions are not complied with by any person.