|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
MDxHealth SA (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
Bleichroeder LP 1345 Avenue of the Americas, 48th Floor, New York, NY, 10105 (212) 984-3815 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/13/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Bleichroeder LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,571,922.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Bleichroeder Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,571,922.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Andrew Gundlach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,571,922.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
MDxHealth SA | |
| (c) | Address of Issuer's Principal Executive Offices:
CAP Business Center, Zone Industrielle des Hauts-Sarts, Herstal,
BELGIUM
, 4040. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on August 11, 2026 (the "Schedule 13D"), with respect to the ordinary shares (the "Shares"), of MDxHealth SA, a Belgium public limited liability company (the "Issuer"). Except as otherwise provided herein, each item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
Accounts and funds managed by the reporting person hold 30,571,922 Shares. The 30,571,922 Shares were acquired on the open market and in transactions with the Issuer by accounts and funds managed by Bleichroeder LP at an aggregate cost of $46,267,320.19.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
As of the date of this Amendment, the Reporting Persons beneficially own 30,571,922.00 Shares, representing 32.04% of the outstanding Shares. | |
| (b) | The Reporting Persons have sole voting and dispositive power over 30,571,922.00 Shares. | |
| (c) | As of the date of this Amendment, Schedule I hereto sets forth all transactions with respect to the Shares effected by the Reporting Persons during the past sixty (60) days. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Schedule I | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|