Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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MDxHealth SA (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
58286E102 (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) |
08/11/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 58286E102 |
| 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
31,648,563.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 58286E102 |
| 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
31,648,563.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 58286E102 |
| 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
31,648,563.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
| 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 Schedule 13D (the "Schedule 13D") relates to the Ordinary Shares ("Shares") of MDxHealth SA (the "Issuer") and is being filed pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of Bleichroeder LP ("Bleichroeder") with respect to Shares beneficially owned by it. The general partner of Bleichroeder is Bleichroeder Holdings LLC (the "General Partner"). Andrew Gundlach owns (through a trust) all of the equity interests of the General Partner and is the Chairman and CEO of Bleichroeder. The foregoing persons are hereinafter sometimes referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information believed to be accurate after making inquiry to the appropriate party. Bleichroeder is the investment manager or adviser to funds and/or managed accounts and may be deemed to have beneficial ownership over the Shares directly owned by the funds and managed accounts by virtue of the authority granted to it to vote and to dispose of the securities held by them. | |
| (b) | The address of the principal business and principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 48th Floor, New York, NY 10105. | |
| (c) | The principal business of Bleichroeder is to serve as an investment manager or adviser to various investment partnerships and managed accounts. The principal business of the General Partner is to serve as General Partner of Bleichroeder. The principal business of Mr. Gundlach is to serve as the Chairman and CEO of Bleichroeder. | |
| (d) | During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five (5) years, none of Bleichroeder, the General Partner or Mr. Gundlach has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Bleichroeder is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Gundlach is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Accounts and funds managed by the reporting person hold 31,648,563 Shares. The 31,648,563 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 $48,420,542.58. | ||
| Item 4. | Purpose of Transaction | |
Bleichroeder originally acquired beneficial ownership of Shares of the Issuer for investment purposes. On August 11, 2026, certain funds and entities managed by Bleichroeder (the "Funds") entered into securities purchase agreements with the Issuer (the "Securities Purchase Agreements") pursuant to which they purchased in the aggregate 24,229,074 Ordinary Shares (the "Purchased Shares") in a registered direct offering for a per-share purchase price of $0.454. On August 11, 2026, the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer pursuant to which, among other things, the Funds agreed not to sell, offer, pledge or otherwise dispose or transfer, or enter into any other agreement (including hedging transactions) that transfers the economic consequences of owning the Purchased Shares, subject to customary exceptions, for a period of 90 days from the date of the Security Purchase Agreements. The Reporting Persons intend to evaluate on an ongoing basis the investment in the Issuer and the options with respect to such investment. In connection with such evaluation, 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 The foregoing descriptions of the Securities Purchase Agreements and the Lock-Up Agreement are not complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement included as Exhibit 99.1 to this Schedule 13D and the Lock-Up Agreement included as Exhibit 99.2 to this Schedule 13D, respectively, which are incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, the Reporting Persons beneficially own 31,648,563 Shares, representing 33.2% of the outstanding Shares. The percentages used in this Schedule 13D are based upon 95,417,382 Shares outstanding following the Issuer's registered direct offering as disclosed by the Issuer to the Reporting Persons. | |
| (b) | The Reporting Persons have sole voting and dispositive power over 31,648,563 Shares. | |
| (c) | The disclosure in Item 3 and Item 4 of this Schedule 13D is incorporated herein by reference. Except as set forth in Item 4, the Reporting Persons have not effected any transactions in the Shares during the past sixty days. | |
| (d) | No person other than the Reporting Persons and the managed accounts or funds which hold the Shares is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The disclosure under Item 3 and Item 4 of this Schedule 13D is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 6-K filed by the Issuer on August 13, 2026). Exhibit 99.2 Lock-Up Agreement dated August 11, 2026 by and among the Issuer, 21 April Fund, Ltd., 21 April Fund, L.P. and the Denise and Michael Kellen Foundation, Inc. (incorporated herein by reference to Exhibit A to Exhibit 10.1 of the Current Report on Form 6-K filed by the Issuer on August 13, 2026). Exhibit 99.3 Joint Filing Agreement, dated August 14, 2026, by and among Bleichroeder LP, Bleichroeder Holdings LLC and Andrew Gundlach. | ||
| 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.
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