Nyxoah(US:NYXH)2024-03-20 20:06Financial Performance - The company raised a total of €200.0 million in equity financing since inception, including €103.6 million from an IPO on Euronext in September 2020 and €75.0 million from an IPO on Nasdaq in July 2021[589]. - As of December 31, 2023, the company reported cash and cash equivalents of €21.6 million and financial assets of €36.1 million, with an accumulated deficit of €160.8 million[598]. - Net cash used in operating activities increased to €44.8 million in 2023 from €28.8 million in 2022, primarily due to higher research and development expenses[591]. - The company generated €4.3 million in revenue from activities outside the U.S. in 2023, with substantial revenue expected from the U.S. launch of the Genio product pending FDA approval[599]. - Net cash from investing activities was €32.0 million in 2023, a decrease of €122.0 million compared to €90.0 million in 2022, mainly due to changes in term accounts[592]. - The company incurred net cash from financing activities of €16.9 million in 2023, a significant increase from €(1.0) million in 2022, attributed to several capital raises[593]. - The company has consistently operated with deficits and negative cash flows since inception, with total assets reported at €124.2 million as of December 31, 2023[598]. Research and Development - The company expects research and development expenses to continue increasing as it hires personnel and invests in next-generation innovations of the Genio system[597]. - The total number of employees increased to 146.8 in 2023 from 137.5 in 2022, representing a growth of 9.5%[689]. - Research & Development employees rose to 106.4 in 2023, up from 102.6 in 2022, indicating a 3.7% increase[689]. Corporate Governance and Board Structure - The company has a board of directors that includes independent directors as per Nasdaq listing requirements[652]. - The audit committee consists of three independent directors, ensuring compliance with both Nasdaq and Belgian Code on Corporate Governance[668]. - The remuneration committee is chaired by a non-executive director and consists of a majority of independent directors[673]. - The nomination committee also consists of a majority of independent directors, ensuring governance standards are met[678]. - The science & technology committee assists the board in matters related to technological advancements and innovations[679]. - The board of directors is responsible for risk management oversight, delegating day-to-day risk management to management[653]. - The company has established a "one tier" governance structure for effective decision-making and management control[656]. - The company has no independent internal audit function, which is a deviation from the Belgian Code on Corporate Governance, justified by the company's size[685]. - The corporate governance charter is regularly updated to reflect changes in corporate governance standards and practices[687]. Director and Executive Compensation - The annual fixed fee for the Chairman – Non-Executive Director is €82,000, while Independent and Non-Executive Directors receive €45,000 each[621]. - The additional fee for Audit Committee Members is €9,000, and for Remuneration, Science & Technology, and Nominating and Corporate Governance Committee Members, it is €4,500 each[621]. - For the year ended December 31, 2023, Robert Taub earned €127,633, while Pierre Gianello, M.D. earned €175,634[625]. - The remuneration of the chief executive officer and other executive management members is based on recommendations from the remuneration committee[629]. - The chairman of the Audit Committee received remuneration at a rate equal to an annual fixed fee of €18,000[621]. - The total compensation for directors includes reimbursement for reasonable out-of-pocket expenses incurred in performing their duties[622]. - The target proportion of the executive management's remuneration consists of one third fixed base salary, one third short-term incentives, and one third long-term incentives[634]. - Olivier Taelman's total compensation for 2023 was €807,096, which includes a base salary of €436,351 and a performance bonus of €301,500[637]. - Loïc Moreau's total compensation for 2023 was €468,887, which includes a base salary of €258,877 and a performance bonus of €183,807[638]. - In 2023, Olivier Taelman was granted 25,000 warrants under the 2021 Warrants Plan, while Loïc Moreau received 15,284 warrants[637][638]. - The company maintains liability insurance for its directors and executive management team to cover potential damages and expenses[642]. Warrant Plans and Share Options - All non-executive directors were granted 25,000 warrants under the 2021 Warrants Plan, with Wildman Ventures LLC receiving 11,389 warrants under the 2021 plan and 13,602 under the 2022 plan[626]. - The exercise price for the warrants held by directors ranges from €7.19 to €12.95, with expiration dates between June 8, 2027, and June 14, 2028[628]. - The exercise price for the warrants issued under the 2021 Warrants Plan is €5.42, with an expiration date of March 24, 2028[641]. - The company has established multiple warrant plans, with the 2021 Warrants Plan being the most recent, allowing for the issuance of warrants to employees and executives[646]. - The company granted a total of 595,167 2021 Warrants accepted in 2021, 2022, and 2023[8]. - The subscription price for the 2018 Warrants granted in July 2019 is €6.52 per new share[1]. - The subscription price for the 2018 Warrants granted in April 2020 is €11.93 per new share[2]. Diversity and Inclusion - The board of directors includes 2 female and 6 male directors, with 1 underrepresented individual in the home country jurisdiction[682]. - The company has a focus on diversity and inclusion initiatives to attract and retain top talent necessary for long-term success[693]. - The company believes that share-based incentives for non-executive directors align their interests with shareholders, despite deviations from the Belgian Code[685]. Currency Risk Exposure - The company does not hedge its currency risk exposure, which may lead to variability in earnings due to foreign exchange fluctuations[830]. - If the USD strengthens by 5% against the Euro, the net loss for 2023 would be €54,000 lower, while a 5% weakening would increase the net loss by €60,000[829].