MDxHealth Announces Completion of Share Consolidation, and Update of Outstanding Shares and Voting Rights

           NEWS RELEASE - REGULATED INFORMATION
INSIDE INFORMATION
NOVEMBER 13, 2023, 4:00 PM ET / 22:00 CET

MDxHealth Announces Completion of Share Consolidation, and Update of Outstanding Shares and Voting Rights

IRVINE, CA, and HERSTAL, BELGIUM – November 13, 2023 – MDxHealth SA (NASDAQ/Euronext: MDXH) ("mdxhealth" or the "Company"), a commercial-stage precision diagnostics company, today announces that it completed the share consolidation with respect to all its outstanding shares by means of a 1-for-10 reverse stock split (the "Share Consolidation"), the details of which were announced by press release on November 6, 2023.

After close of trading on the regulated market Euronext Brussels, all 272,880,936 Company's shares (ISIN BE0003844611) were consolidated into a new and reduced number of 27,288,093 Company's shares (ISIN BE0974461940).

In consequence, today, November 13, 2023, was the last trading day of the old 272,880,936 Company's shares (ISIN BE0003844611) on the regulated market of Euronext Brussels. Tomorrow, November 14, 2023, will be the first trading date of the new consolidated 27,288,093 Company's shares (ISIN BE0974461940) on the regulated market of Euronext Brussels. As a result of the Share Consolidation, all Company's American Depositary Shares ("ADSs"), trading on Nasdaq, now represent one (1) new share (instead of ten (10) old share previously), and each holder of subscription rights issued by the Company now have to exercise subscription rights with respect to at least 10 Company's shares prior the Share Consolidation in order to subscribe for one Company's share after the Share Consolidation.

In view of the above, in accordance with Article 15 of the Belgian Act of May 2, 2007 on the disclosure of major participations in issuers of which shares are admitted to trading on a regulated market and regarding miscellaneous provisions, in the context of the Share Consolidation, while the Company’s share capital is still of EUR 164,302,752.89, the number of issued and outstanding shares has decreased from 272,880,936 to 27,288,093 ordinary shares.

In addition to the outstanding shares of the Company:

• a total of 18,552,936 subscription rights (share options) of the Company is outstanding pursuant to the Company's existing share option plans, which entitles their holders (assuming all subscription rights are granted and exercised) to subscribe to a total of 1,855,293 new shares with voting rights; and
• under the loan and security agreement entered into by the Company and Innovatus Capital Partners in August 2022, Innovatus has the right to convert, prior to August 2, 2025, up to 15% of the outstanding principal amount of the loans (by means of a contribution in kind of the relevant payables due by the Company under the loans) into American Depositary Shares ("ADSs") of the Company (each representing 1 ordinary share of the Company) at a conversion price per ADS equal to USD 1.121.

As announced in the Company's press release of November 6, 2023, the process for the sale of new consolidated Company's shares into which fractions of old Company's shares have been aggregated, and the distribution of proceeds from such sale (as the case may be), is expected to be completed on November 23, 2023.