MDxHealth Announces Launch of Offering of ADSs in the United States
01 Fevereiro 2023 - 6:00PM
MDxHealth Announces Launch of Offering of ADSs in the United
States
NEWS RELEASE – REGULATED
INFORMATIONINSIDE
INFORMATIONFEBRUARY 1, 2023, 4PM ET/ 22:00
CET
MDxHealth Announces Launch of Offering of
ADSs in the United States
IRVINE, CA, and HERSTAL, BELGIUM –February
1, 2023 – MDxHealth SA (NASDAQ/Euronext: MDXH)
(“mdxhealth” or the “Company“), a
commercial-stage precision diagnostics company, announced the
launch of a proposed offering of $40,000,000 of American Depositary
Shares ("ADSs") (each representing 10 ordinary
shares of the Company without nominal value) in a registered public
offering (the “Offering”). The Company also
expects to grant the underwriters a 30-day option to purchase up to
15% of the ADSs being offered. Cowen and Company, LLC and William
Blair & Company, L.L.C. are acting as joint book-running
managers, BTIG, LLC is acting as a lead manager, and KBC Securities
USA LLC is acting as a co-manager for 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, or
as to the actual size or terms of the Offering, including the price
per ADS and number of ADSs sold in 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, 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.
Trading in the Company's ordinary shares on the regulated marked
of Euronext Brussels will be suspended pending the announcement of
the pricing of the Offering.
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 proposed 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 or as to the actual size or terms of the offering.
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.
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