SCHEDULE: Bleichroeder LP Discloses 33.2% Stake in MDxHealth SA

Bleichroeder LP has disclosed a beneficial ownership of 31,648,563 ordinary shares, representing 33.2% of MDxHealth SA, acquired through a registered direct offering.

Summary

• Bleichroeder LP, through its managed accounts and funds, now beneficially owns 31,648,563 ordinary shares of MDxHealth SA, constituting 33.2% of the outstanding shares.
• These shares were acquired through a registered direct offering on August 11, 2026, for an aggregate cost of $48,420,542.58, with a per-share price of $0.454.
• The acquired shares are subject to a 90-day lock-up agreement, preventing their sale or disposal until approximately November 9, 2026.
• Bleichroeder LP intends to continuously evaluate its investment in MDxHealth SA and may engage with management, the board, or other shareholders regarding the company's strategic direction.
• The reporting persons, including Bleichroeder LP, Bleichroeder Holdings LLC, and Andrew Gundlach, have sole voting and dispositive power over these shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant investment and strategic interest from a major shareholder, though the immediate impact on share price is tempered by lock-up agreements and ongoing evaluation.

Positives

• Significant stake acquired by a major investment manager, indicating strong conviction in the company's potential.
• Acquisition of 24,229,074 shares in a registered direct offering at a defined price ($0.454 per share).
• The reporting persons hold sole voting and dispositive power over the acquired shares, allowing for decisive action.
• The filing indicates an ongoing evaluation of the investment, suggesting potential for future strategic engagement or further investment.

Negatives

• A 90-day lock-up agreement restricts the ability to sell or dispose of the purchased shares, limiting immediate liquidity or profit-taking opportunities.
• The aggregate cost of $48,420,542.58 represents a substantial capital commitment.
• The filing does not provide specific details on the intended future actions beyond ongoing evaluation and potential engagement.

Risks

• The lock-up agreement poses a risk of share price volatility upon its expiration, as large blocks could be sold.
• Future actions by Bleichroeder LP, such as further acquisitions or dispositions, could impact share price and market dynamics.
• The company's financial position, prospects, and strategic direction are key factors influencing the reporting persons' ongoing evaluation and potential future actions.

Future Outlook

The reporting persons intend to continuously evaluate their investment in MDxHealth SA and may engage in various actions, including further acquisitions or dispositions of securities, depending on market conditions, the Issuer's performance, and other factors.

Management Comments

• Bleichroeder may seek calls and meetings with members of the Board and/or senior management of the Issuer, or communicate publicly or privately with other stockholders, knowledgeable industry or market observers or other third parties to indicate Bleichroeder's views on issues relating to the strategic direction undertaken by the Issuer and other matters of interest to stockholders generally.
• Depending on various factors, including the Issuer's financial position, prospects and strategic direction, the outcome of the matters referenced above, other developments concerning the Issuer, actions taken by the Issuer's board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, making or causing further acquisitions of securities of the Issuer, including Shares, from time to time, and disposing of, or cause to be disposed, any or all of the securities of the Issuer, including Shares, beneficially owned by the Reporting Persons at any time.

Industry Context

StockSavvy.ai notes that significant stake acquisitions, especially through registered direct offerings, often signal a belief in undervalued assets or a desire to influence corporate strategy within the biotechnology and diagnostics sector, where MDxHealth SA operates.

Stakeholder Impact

• Shareholders: Potential for increased shareholder activism or influence on corporate strategy by Bleichroeder LP.
• Management/Board: May face engagement from Bleichroeder LP regarding strategic direction.
• Market: The significant stake and potential future actions by Bleichroeder LP could influence market perception and trading activity.

Next Steps

• Bleichroeder LP will continue to evaluate its investment in MDxHealth SA.
• Bleichroeder LP may seek meetings with the Issuer's Board and senior management.
• Bleichroeder LP may communicate its views on strategic direction to other stakeholders.
• Potential for further acquisitions or dispositions of MDxHealth SA securities by Bleichroeder LP.

Key Dates

Recommendation

The filing indicates a significant investment and ongoing strategic interest from a major shareholder, which is positive. However, the 90-day lock-up period limits immediate upside, and the future intentions are still under evaluation, suggesting a 'hold' stance until more clarity emerges on Bleichroeder's strategic influence and the company's performance.

Keywords

MDxHealth SA, Schedule 13D, Bleichroeder LP, Ordinary Shares, Registered Direct Offering, Beneficial Ownership, Lock-Up Agreement, Investment Management