MDxHealth Announces Proposed Transition to a Sole Listing of Shares on Nasdaq and Convenes an Extraordinary General Shareholders Meeting

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INSIDE INFORMATION
OCTOBER 2, 2023, 4:00pm ET / 22:00 CET

MDxHealth Announces Proposed Transition to a Sole Listing of Shares on Nasdaq and Convenes an Extraordinary General Shareholders Meeting

IRVINE, CA, and HERSTAL, BELGIUM – October 2, 2023 – MDxHealth SA (NASDAQ/Euronext Brussels: MDXH) (the "Company" or "mdxhealth"), a commercial-stage precision diagnostics company, today announces a proposed transition from a dual listing of the Company's American Depositary Shares (the "ADSs") on Nasdaq and ordinary shares (the "Shares") on Euronext Brussels to a sole listing of Shares on Nasdaq (the "Transaction"), and, in view thereof, invites the holders of securities issued by the Company to an extraordinary general shareholders' meeting that will be held on Friday, November 3, 2023 at 3:00 p.m., Belgian time.

Proposed Transaction

The Company's board of directors has determined it is in the best interest of the Company, its investors and other stakeholders to consolidate all trading of the Company's securities on one exchange in the United States. The Transaction involves (1) a share consolidation with respect to all outstanding Shares by means of a 1-for-10 reverse stock split (the "Share Consolidation"), after which ten existing Shares will be represented by one new Share, and each ADS will represent one new Share, (2) listing the Shares on Nasdaq, (3) a mandatory exchange under the Company's ADS facility as a result of which ADS holders will receive Shares in exchange for their ADSs on the basis of a ratio of one ADS for one Share (the "Mandatory ADS Exchange"), (4) a repositioning of the Shares from the Euronext Brussels trading system to the Nasdaq trading system, and (5), following a transition period of at least three weeks after the Mandatory ADS Exchange (the "Transition Period"), the de-listing of the Shares from listing and trading on Euronext Brussels (the "De-Listing").

The board of directors is proposing the Transaction for a number of reasons but primarily because it is expected that consolidating the trading of the Company’s securities onto a single exchange will improve trading liquidity and reduce the administrative and legal costs associated with maintaining a presence on two exchanges. Upon termination of the ADS facility, ADSs held in brokerage accounts will be automatically cancelled and exchanged for Nasdaq-listed Shares without ADS holders having to take any action. During the Transition Period and following the Euronext Brussels De-listing, shareholders may reposition their Shares for trading on Nasdaq after completing a procedure through their financial intermediary or broker. The Company expects that many financial intermediaries will use their discretionary rights (under their terms of service to their clients) to automatically reposition their clients’ Euronext Brussels-listed Shares on their behalf. The Company will provide more information regarding the repositioning of Shares after the Share Consolidation and De-Listing have been approved by the general shareholders' meeting.