MXDHF MDXHealth SA (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

MDXHEALTH SA

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-260213

Securities to be registered pursuant to Section 12(g) of the Act: None.

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-A amends and supplements the registration statement on Form 8-A filed by MDxHealth SA (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 1, 2021 (as amended, the “Registration Statement”).

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Item 1 of the Registration Statement is hereby deleted in its entirety and replaced with the following:

MDxHealth SA (the “Company”) hereby incorporates by reference (a) the description of its ordinary shares, no nominal value per share, contained under the heading “Description of Share Capital and Articles of Association,” and (b) the information set forth under the heading “Taxation,” in each case, in the Company’s Registration Statement on Form F-1 (333-260213), as originally filed with the Securities and Exchange Commission on October 13, 2021, as amended from time to time (the “F-1”).  In addition, all of the above-referenced descriptions included in any prospectus forming a part of the F-1 subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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