MDxHealth Announces Pricing of Offering of Ordinary Shares
25 Setembro 2024 - 10:31PM
MDxHealth Announces Pricing of Offering
of Ordinary Shares
IRVINE, CA, and HERSTAL, BELGIUM –
September 25, 2024 (GlobeNewswire) – MDxHealth SA (NASDAQ: MDXH)
(“mdxhealth” or the “Company“), a
commercial-stage precision diagnostics company, today announced
that it has priced a registered public offering of 20,000,000
ordinary shares of the Company without nominal value
(“Ordinary Shares”) in a registered public
offering (the “Offering”) at a price to the public
of $2.00 per Ordinary Share for total gross proceeds of $40.0
million before deducting commissions and estimated offering
expenses. A strategic partner is purchasing 1,500,000 Ordinary
Shares in this Offering directly from the Company rather than
through the underwriters. In connection with the Offering,
mdxhealth has granted the underwriters an option to purchase up to
an additional 2,775,000 Ordinary Shares, on the same terms and
conditions.
The closing of the Offering is expected to occur on September
27, 2024, subject to the satisfaction of customary closing
conditions. The new Ordinary Shares 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.
TD Cowen and William Blair are acting as joint book-running
managers and BTIG, LLC and Lake Street Capital Markets are acting
as passive bookrunners for the Offering.
The Ordinary Shares 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 TD Securities (USA) LLC, 1 Vanderbilt Avenue, New
York, NY 10017, by email at TD.ECM_Prospectus@tdsecurities.com or
by telephone at (855) 495-9846; 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; BTIG, LLC, 350 Bush Street,
9th FL, San Francisco, CA 94104, Attention: Syndicate
Department (415-248-2200) or by email
at prospectusdelivery@btig.com; and Lake Street Capital
Markets, LLC, Attention: Syndicate Department, 920 Second Avenue
South, Suite 700 Minneapolis, MN 55402, by telephone at (612)
326-1305, or by email at syndicate@lakestreetcm.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 and in greater
detail in our filings with the SEC. 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.
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