| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
MDxHealth SA [ MDXH ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share Option | (1) | 06/01/2028 | Ordinary Shares | 1,000 | (1) | D | |
| Share Option | (2) | 07/01/2029 | Ordinary Shares | 2,000 | (2) | D | |
| Share Option | (3) | 06/22/2034 | Ordinary Shares | 30,000 | $2.62 | I | By Ahok BV(4) |
| Share Option | (5) | 06/27/2035 | Ordinary Shares | 10,000 | $2.18 | I | By Ahok BV(4) |
| Explanation of Responses: |
| 1. Represents options to purchase 1,000 ordinary shares of the Issuer at a price per share of 49.70 Euros granted on June 1, 2018 which vested in full on the date of the annual general shareholders' meeting that took place in the calendar year following the calendar year in which the options were granted. |
| 2. Represents options to purchase 2,000 ordinary shares of the Issuer at a price per share of 12.80 Euros granted on July 1, 2019 which vested in full on the date of the annual general shareholders' meeting that took place in the calendar year following the calendar year in which the options were granted. |
| 3. Represents options to purchase 30,000 ordinary shares of the Issuer at a price per share of $2.62 granted on June 22, 2024 which vested in full on the date of the annual general shareholders' meeting that took place in the calendar year following the calendar year in which the options were granted. |
| 4. Shares held by Ahok BV may be deemed to be beneficially owned by the Reporting Person as the owner of 53.33% of Ahok BV. The Reporting Person disclaims beneficial ownership of the securities held by Ahok BV other than to the extent that he may have a pecuniary interest therein. |
| 5. Represents options to purchase 10,000 ordinary shares of the Issuer at a price per share of $2.18 granted on June 27, 2025 which vest in full on the date of the annual general shareholders' meeting that takes place in the calendar year following the calendar year in which the options were granted. |
| /s/ Mark Busch, as attorney-in-fact for Koen Hoffman | 04/09/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||