MDxHealth SA(US:MDXH)2024-09-30 20:05Offering Details - MDxHealth SA proposes to issue and sell an aggregate of 18,500,000 ordinary shares, with an additional option for up to 2,775,000 shares[2]. - The purchase price for the Firm Stock is set at $2.00 per Ordinary Share[76]. - The underwriting commission per ordinary share is set at $0.12[150]. - TD Securities (USA), LLC will purchase 8,880,000 firm shares and 1,332,000 optional shares, while William Blair & Company, L.L.C. will purchase 7,030,000 firm shares and 1,054,500 optional shares[146]. - The total number of shares to be purchased by all underwriters amounts to 18,500,000 firm shares and 2,775,000 optional shares[146]. Regulatory Compliance - The offering is made under a shelf registration statement filed with the U.S. Securities and Exchange Commission, which has been declared effective[1]. - The Registration Statement and Prospectus conform to the requirements of the Securities Act and do not contain any misleading statements[9]. - The Company has complied with all material terms of agreements related to licensed Intellectual Property, and all such agreements are currently in effect[29]. - The Company possesses valid and current regulatory permits required by authorities such as the FDA and Health Canada, with no notices of non-compliance received[31]. - The Company is in material compliance with all health care laws, including the Anti-Kickback Statute and HIPAA, with no adverse actions reported by governmental authorities[35]. - The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act and related regulations[51]. - The Company is in material compliance with all applicable data privacy and security laws, including GDPR[69]. Financial Condition - The financial statements of the Company fairly present its financial condition and results of operations in accordance with IFRS[26]. - The Company has not incurred any material liabilities or obligations or made any significant changes in its share capital since the last reporting date[18]. - The Company has received comfort letters from BDO Réviseurs d'Entreprises SRL, ensuring compliance with financial data in the General Disclosure Package[117]. - No downgrades in the Company's corporate credit rating or debt securities ratings have occurred since the execution of the Agreement[123]. Legal Matters - The Company has no pending or threatened legal proceedings that would result in a Material Adverse Effect[20]. - There are no ongoing legal proceedings that could materially affect the Company or its subsidiaries[32]. - The Company has not faced any legal impediments to the issuance or sale of the Securities[122]. - No labor disputes or problems are currently existing or threatened that could result in a Material Adverse Effect[62]. Internal Controls and Insurance - The Company maintains a system of internal controls over financial reporting that is effective and has not identified any significant deficiencies or material weaknesses[47]. - The Company and its subsidiaries carry adequate insurance coverage for their business and properties, with all policies in full force and effect[49]. Indemnification and Liability - The Company will indemnify the Underwriters against any Stamp Taxes imposed in connection with the issuance and delivery of the Securities[91]. - The Company has indemnified Underwriter Indemnified Parties against any losses arising from untrue statements or omissions in the offering documents[128]. - The indemnifying party must be notified in writing of any action against an indemnified party to assume the defense[130]. - The indemnifying party is liable for reasonable legal fees and expenses incurred by the indemnified party in connection with the defense[130]. Miscellaneous Provisions - The agreement is governed by the laws of the State of New York, with jurisdiction in the Federal and state courts in Manhattan[141]. - The Company acknowledges that no fiduciary relationship exists between it and the Underwriters[135]. - The agreement benefits only the parties mentioned and does not confer rights to any third parties[135]. - The Company agrees to prepare and file the Prospectus not later than the second business day following the execution of the Agreement[81].