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 registrant’s 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 Company’s voting rights as of November 14, 2023.

A copy of the Company’s 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 Company’s Registration Statements on Forms F-3 (File No. 333-248464) and S-8 (File No. 333- 220737).

EXHIBITS

 

Exhibit    Description
99.1    Press release issued by the registrant on November 31, 2023


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.

 

    CELYAD ONCOLOGY SA
Date: December 4, 2023     By:  

/s/ Michel Lussier

      Mel Management represented by Michel Lussier
      Chief Executive Officer ad interim
     

Exhibit 99.1

 

LOGO       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:

 

   

Reason of the Notification:

Threshold crossing passively

 

   

Notification by:

Persons acting in concert

 

   

Persons subject to the notification requirement:

Tolefi SA, Chaussée de Waterloo 1589D, 1180 Uccle

Serge Goblet

Isabelle Thoumyre

Jérôme Goblet

Jean-Daniel Goblet

 

   

Date on which the threshold is crossed:

November 14, 2023

 

   

Threshold that is crossed (in %):

15

 

   

Denominator:

43,796,947

 

   

Notified details:

 

A) Voting Rights

   Previous
notification
     After the
Transaction
 
     #of voting
rights
     # of voting rights      % of voting rights  

Holders of voting rights

          Linked to the
securities
     Not linked to the
securities
     Linked to the
securities
    Not linked to the
securities
 

Tolefi SA

     6,504,854        6,504,864        0        14.85     0.00

Serge Goblet

     56,180        56,180        0        0.13     0.00

Isabelle Thoumyre

     7,300        7,300        0        0.02     0.00
  

 

 

    

 

 

       

 

 

   

Subtotal

     6,568,344        6,568,344           15  
  

 

 

    

 

 

       

 

 

   

Jérôme Goblet

     250        250        0        0,00     0.00

Jean-Daniel Goblet

     384        384        0        0,00     0.00
     

 

 

    

 

 

    

 

 

   

 

 

 
     TOTAL        6,568,978        0        15     0.00
     

 

 

    

 

 

    

 

 

   

 

 

 

 

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LOGO       Press Release - Regulated Information

 

B) Equivalent financial instruments

   After the transaction  

Holders of equivalent financial instruments

   Type of
financial
instrument
     Expiration
date
     Exercise
period or
date
     # of voting
rights that
may be
acquired if
the
instrument
is
exercised
     % of
voting
rights
    Settlement  
     TOTAL           0        0,00  
           

 

 

    

 

 

   

TOTAL (A & B)

             
# of voting
rights
 
 
   

% of
voting
rights
 
 
 
           

 

 

   

 

 

 
              6.568.978       15.00
           

 

 

   

 

 

 

 

   

Full chain of controlled undertakings through which the holdings is effectively held:

Tolefi SA is 100% owned by Serge GOBLET, Mrs THOUMYRE and their children.

 

   

Additional Information:

Due to rounding of the form, the percentage shown is 15%, but the actual percentage is 14.997%.

Miscellaneous

 

   

The Press Release may be consulted on the website of Celyad Oncology:

https://celyad.com/newsroom/

 

   

The notification can be consulted on the website of Celyad Oncology:

https://celyad.com/investors/regulated-information/

 

   

Contact person(s):

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.

 

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LOGO       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 Company’s updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s 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 management’s 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 Company’s ability to continue as a going concern; the Company’s ability to realize the expected benefits of its updated strategic business model; the Company’s ability to develop its IP assets and enter into partnerships with outside parties; the Company’s 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 Company’s 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 Oncology’s 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 Oncology’s 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:

 

Investor Contact:    Media Contact:

David Georges

VP Finance and Administration

investors@celyad.com

  

Caroline Lonez

R&D Communications and Business Development

communications@celyad.com

 

LOGO

Source: Celyad Oncology SA

 

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