Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
05 December 2023 - 5:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of December 2023
Commission File Number: 001-37452
CELYAD ONCOLOGY SA
(Translation of registrants name into English)
9 rue
André Dumont
1435 Mont-Saint-Guibert, Belgium
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40- F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Celyad Oncology SA
On November 31, 2023, Celyad Oncology SA (the Company) issued a press release announcing that in accordance with Article 14 of the
Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a regulated market (the Transparency Law), it received a notification of transparency dated
November 28, 2023 indicating that Tolefi SA and related persons jointly hold 6,568,978 ordinary shares, with no nominal value per share (Ordinary Shares), representing 14.997% of the Companys voting rights as of
November 14, 2023.
A copy of the Companys press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 6-K, including Exhibit 99.1 is hereby incorporated by
reference into the Companys Registration Statements on Forms F-3 (File No. 333-248464) and S-8 (File No. 333- 220737).
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CELYAD ONCOLOGY SA |
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Date: December 4, 2023 |
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By: |
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/s/ Michel Lussier |
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Mel Management represented by Michel Lussier |
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Chief Executive Officer ad interim |
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Exhibit 99.1 |
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Press Release - Regulated Information |
Publication of a transparency notification
received from Tolefi SA
(Article 14 §1 of the Law of 2 May 2007)
Mont-Saint-Guibert, Belgium, November 30, 2023, 10.01 pm CET - regulated information Celyad Oncology SA (Euronext: CYAD)
(Celyad Oncology or the Company) today announced, in accordance with Article 14 of the Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a
regulated market (the Transparency Law), that it received a transparency notification dated November 28, 2023, from Tolefi SA and related persons indicating that they have jointly crossed passively below the 15% threshold, holding
6,568,978 shares, or 14.997 % of the voting rights of the Company as of November 14, 2023.
Content of the Notification:
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Reason of the Notification: |
Threshold crossing passively
Persons acting in concert
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Persons subject to the notification requirement: |
Tolefi SA, Chaussée de Waterloo 1589D, 1180 Uccle
Serge Goblet
Isabelle Thoumyre
Jérôme Goblet
Jean-Daniel Goblet
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Date on which the threshold is crossed: |
November 14, 2023
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Threshold that is crossed (in %): |
15
43,796,947
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A) Voting Rights |
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Previous notification |
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After the Transaction |
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#of voting rights |
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# of voting rights |
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% of voting rights |
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Holders of voting rights |
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Linked to the securities |
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Not linked to the securities |
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Linked to the securities |
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Not linked to the securities |
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Tolefi SA |
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6,504,854 |
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6,504,864 |
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0 |
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14.85 |
% |
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0.00 |
% |
Serge Goblet |
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56,180 |
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56,180 |
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0 |
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0.13 |
% |
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0.00 |
% |
Isabelle Thoumyre |
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7,300 |
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7,300 |
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0 |
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0.02 |
% |
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0.00 |
% |
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Subtotal |
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6,568,344 |
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6,568,344 |
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15 |
% |
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Jérôme Goblet |
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250 |
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250 |
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0 |
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0,00 |
% |
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0.00 |
% |
Jean-Daniel Goblet |
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384 |
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384 |
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0 |
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0,00 |
% |
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0.00 |
% |
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TOTAL |
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6,568,978 |
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0 |
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15 |
% |
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0.00 |
% |
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Page 1 of 3
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Press Release - Regulated Information |
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B) Equivalent financial instruments |
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After the transaction |
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Holders of equivalent financial instruments |
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Type of financial instrument |
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Expiration date |
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Exercise period or date |
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# of voting rights that may be acquired if the instrument is exercised |
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% of voting rights |
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Settlement |
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TOTAL |
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0 |
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0,00 |
% |
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TOTAL (A & B) |
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# of voting rights |
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% of voting rights |
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6.568.978 |
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15.00 |
% |
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Full chain of controlled undertakings through which the holdings is effectively held:
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Tolefi SA is 100% owned by Serge GOBLET, Mrs THOUMYRE and their children.
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Additional Information: |
Due to rounding of the form, the percentage shown is 15%, but the actual percentage is 14.997%.
Miscellaneous
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The Press Release may be consulted on the website of Celyad Oncology: |
https://celyad.com/newsroom/
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The notification can be consulted on the website of Celyad Oncology: |
https://celyad.com/investors/regulated-information/
Any transparency notification must be sent to our Company by email to the attention of Georges Rawadi, Chief Executive Officer (CEO):
investors@celyad.com
About Celyad Oncology
Celyad Oncology is a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of revolutionary technologies for chimeric
antigen receptor (CAR) T-cells. Its primary objective is to unlock the potential of its proprietary technology platforms and intellectual property, enabling to be at the forefront of developing next-generation
CAR T-cell therapies. By fully leveraging its innovative technology platforms, Celyad Oncology aims to maximize the transformative impact of its candidate CAR T-cell
therapies and redefine the future of CAR T-cell treatments. Celyad Oncology is based in Mont-Saint-Guibert, Belgium. For more information, please visit www.celyad.com.
Page 2 of 3
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Press Release - Regulated Information |
Forward-looking statements
This release may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act
of 1995, as amended, including, without limitation, statements regarding beliefs about and expectations for the Companys updated strategic business model, including associated potential benefits, transactions and partnerships, statements
regarding the potential value of the Companys IP, and statements regarding the transparency notification. The words will, believe, potential, continue, target, project,
should and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on
managements current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad
Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Companys ability to continue as a
going concern; the Companys ability to realize the expected benefits of its updated strategic business model; the Companys ability to develop its IP assets and enter into partnerships with outside parties; the Companys ability to
enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully
defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its
patents, which could be expensive, time-consuming, and unsuccessful; the Companys ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks
identified in Celyad Oncologys U.S. Securities and Exchange Commission (SEC) filings and reports, including in the latest Annual Report on Form 20-F filed with the SEC and subsequent filings and reports
by Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncologys actual results may differ materially from those expressed or implied by these forward-looking statements.
Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document 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.
Celyad Oncology Contacts:
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Investor Contact: |
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Media Contact: |
David Georges VP Finance and
Administration investors@celyad.com |
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Caroline Lonez R&D Communications and
Business Development communications@celyad.com |
Source: Celyad Oncology SA
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