MDxHealth Announces the Approval by its Shareholders of the Proposed Transition to a Sole Listing of Shares on Nasdaq, and Details of the Share Consolidation

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NOVEMBER 6, 2023, 1:00 AM ET / 7:00 CET

            

MDxHealth Announces the Approval by its Shareholders of the Proposed Transition to a Sole Listing of Shares on Nasdaq, and Details of the Share Consolidation

IRVINE, CA, and HERSTAL, BELGIUM – November 6, 2023 – MDxHealth SA (NASDAQ/Euronext Brussels: MDXH) (the "Company" or "mdxhealth"), a commercial-stage precision diagnostics company, today announces that the extraordinary general shareholders' meeting of the Company that was held on November 3, 2023 ("EGM") approved the 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"), as well as the share consolidation with respect to all outstanding Shares by means of a 1-for-10 reverse stock split (the "Share Consolidation"). As a result, the Company can now start implementing the Transaction and Share Consolidation, as further outlined below.

Approval of the Transaction

The Company announced on October 2, 2023, that its board of directors had determined that 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) 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 implementation of the Transaction was still subject to the approval by the Company's shareholders of the Share Consolidation and the De-Listing. On November 3, 2023, the EGM approved the Share Consolidation and the De-Listing, as well as the proposed technical amendments to the Company's articles of association to allow for the De-Listing.