UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2024

 

Commission File Number 001-40996

 

MDXHEALTH SA

(Translation of registrant’s name into English)

 

CAP Business Center

Zone Industrielle des Hauts-Sarts

4040 Herstal, Belgium

+32 4 257 70 21

(Address of principal executive office)

 

Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F    Form 40-F

 

 

 

 

MDXHEALTH SA

 

On July 3, 2024, the Company announced the appointmentof Michael Holder to its Board of Directors as the Chair of the Audit Committee, effective July 3, 2025. Mr. Holder will take the seatof Regine Slagmulder, whose term completed in May 2025. Additionally, the Company announced that Ron Kalfus has resigned from his positionas Chief Financial Officer (“CFO”) to pursue other opportunities. Mr. Kalfus will continue to serve in the role of CFO untilhis departure on July 30, 2025, at which time the CFO responsibilities at the Company will be assumed on an interim basis by Scott McMahan,Vice President of Finance and Accounting.

 

On July 3, 2025, the Company issued a press releaserelated to the above, a copy of which is attached hereto as Exhibit 99.1.

 

Information Incorporated by Reference

 

This Report on Form 6-K shall be deemed to beincorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-268885 and 333-280606) and tobe a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filedor furnished; provided, however, the information in the attached Exhibit 99.1 is being furnishedand shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by referencein any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth hereinor as shall be expressly set forth by specific reference in such a filing.

 

Exhibit No.   Description of Exhibit
99.1   Press Release, dated July 3, 2025

 

1

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MDXHEALTH SA
     
Date: July 3, 2025 By: /s/ Michael McGarrity
    Name:  Michael McGarrity
    Title: Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

 

Mdxhealth Appoints Michael Holder to Board ofDirectors and

Announces Management Change

 

IRVINE, CA, and HERSTAL, BELGIUM –July 3, 2025 (GlobeNewswire) – MDxHealth SA (NASDAQ: MDXH) (the “Company” or “mdxhealth”),a leading precision diagnostics company, today announced the appointment of Michael Holder to its Board of Directors as the Chairof the Audit Committee. Mr. Holder will take the seat of Regine Slagmulder, whose term completed in May.

 

Mr. Holder is a highly accomplished executivewith over 30 years of diverse experience, including nine board, four CEO, and five CFO roles across public and private biotech, medtech,health tech, pharma, and wellness companies. His expertise encompasses corporate strategy, M&A, corporate governance, and sales productivity.He’s led a $250M private investment company and most recently served as CEO of Sensable Health, an AI-powered wellness program, whilealso holding board positions at Cytek Biosciences Inc.(NASDAQ: CTKB, where he is Chair of the Audit Committee), and Keyron Medical Ltd.Mr. Holder received an MBA from the Wharton School, a BS in Business from the University of North Carolina, and previously earned hisCertified Public Accountant licensure.

 

Michael K. McGarrity, CEO, commented: “Weare incredibly excited to welcome Michael Holder to our Board of Directors as the Chair of our Audit Committee. Michael’s remarkable 30-plusyears of diverse experience across the biotech, medtech, and pharma industries, combined with his deep expertise in corporate strategy,fundraising, and his financial acumen, will be invaluable as we continue to generate industry-leading growth within the urology marketsthat we serve.”

 

In addition, the Company announced that Ron Kalfushas resigned from his position as Chief Financial Officer to pursue other opportunities. Mr. Kalfus will continue to serve in the roleof CFO until his departure on July 30, 2025, at which time the CFO responsibilities at mdxhealth will be assumed on an interim basis byScott McMahan, Vice President of Finance and Accounting.

 

Mr. McGarrity continued, “On behalfof mdxhealth, I would like to thank Ron for his partnership and contributions during a period of significant growth for our company overthe last 6 years. Ron has been a valuable member of our executive leadership team, and we wish him the very best in his future endeavors.”

 

Koen Hoffman, Board Chair, commented: “Onbehalf of the Board of Directors, I would like to welcome Michael Holder and thank Regine Slagmulder for her valued service as Chair ofour Audit Committee, as well as Ron Kalfus for his service as CFO. Over the years, Regine and Ron have significantly contributed to ourprogress with the utmost integrity, professionalism and expertise.”

 

About mdxhealth

 

Mdxhealth is a leading precision diagnostics companythat provides actionable molecular information to personalize patient diagnosis and treatment. The Company’s tests are based onproprietary genomic, epigenetic (methylation) and other molecular technologies and assist physicians with the diagnosis and prognosisof urologic cancers and other urologic diseases. The Company’s U.S. headquarters and laboratory operations are in Irvine, California,with additional laboratory operations in Plano, Texas. European headquarters are in Herstal, Belgium. For more information, visit mdxhealth.comand follow us on social media at: twitter.com/mdxhealth, facebook.com/mdxhealth and linkedin.com/company/mdxhealth.

 

 

This press release contains forward-lookingstatements and estimates with respect to the anticipated future performance of MDxHealth and the market in which it operates, all of whichinvolve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases suchas “potential,” “expect,” “will,” “goal,” “next,” “potential,”“aim,” “explore,” “forward,” “future,” and “believes” as well as similar expressions.Forward-looking statements contained in this release include, but are not limited to, statements regarding expected future operating results;and our strategies, positioning, resources, capabilities and expectations for future events or performance. Such statements and estimatesare based on assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable butmay not prove to be correct. Actual events are difficult to predict, may depend upon factors that are beyond the company’s control,and may turn out to be materially different. Examples of forward-looking statements include, among others, statements we make regardingexpected future operating results, product development efforts, our strategies, positioning, resources, capabilities and expectationsfor future events or performance. Important factors that could cause actual results, conditions and events to differ materially from thoseindicated in the forward-looking statements include, among others, the following: uncertainties associated with global macroeconomic conditions;our ability to successfully and profitably market our products; the acceptance and reimbursement of our products and services by healthcareproviders and payers; our ability to obtain and maintain regulatory approvals and comply with applicable regulations; the possibilitythat the anticipated benefits from our business acquisitions like our acquisition of the Oncotype DX® GPS prostate cancer businesswill not be realized in full or at all or may take longer to realize than expected; and the amount and nature of competition for our productsand services. Other important risks and uncertainties are described in the Risk Factors sections of our most recent Annual Report on Form20-F and in our other reports filed with the Securities and Exchange Commission. MDxHealth expressly disclaims any obligation to updateany 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 constitutean offer or invitation for the sale or purchase of securities or assets of MDxHealth in any jurisdiction. No securities of MDxHealth maybe offered or sold within the United States without registration under the U.S. Securities Act of 1933, as amended, or in compliance withan exemption therefrom, and in accordance with any applicable U.S. securities laws.

 

NOTE: The mdxhealth logo, mdxhealth,Confirm mdx, Select mdx, Resolve mdx, Genomic Prostate Score, GPS and Monitor mdx are trademarks or registered trademarks of MDxHealthSA. The GPS test was formerly known as and is frequently referenced in guidelines, coverage policies, reimbursement decisions, manuscriptsand other literature as Oncotype DX Prostate, Oncotype DX GPS, Oncotype DX Genomic Prostate Score, and Oncotype Dx Prostate Cancer Assay,among others. The Oncotype DX trademark, and all other trademarks and service marks, are the property of their respective owners.

 

For more information:

info@mdxhealth.com

 

LifeSci Advisors (IR & PR)

John Fraunces

Managing Director

Tel: +1 917 355 2395

Jfraunces@lifesciadvisors.com 

ir@mdxhealth.com