Mdxhealth SA S-8 Filing

Ticker: MDXH · Form: S-8 · Filed: Apr 3, 2026 · CIK: 0001872529

Sentiment: neutral

Filing Stats: 2,470 words · 10 min read · ~8 pages · Grade level 15.7 · Accepted 2026-04-03 12:43:38

Filing Documents

Incorporation of Documents by Reference

Item 3. Incorporation of Documents by Reference. The following documents have been filed by MDxHealth SA (the “Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”) and are incorporated herein by reference: the Registrant’s Annual Report on Form 20-F for the fiscal year ending December 31, 2025, filed with the Commission on April 3, 2026; the Registrant’s Reports on Form 6-K furnished to the Commission on February 11, 2026 and February 26, 2026 (other than the information included in Exhibit 99.1 therein); and the description of our ordinary shares contained in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 3, 2026, including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this

Description of Securities

Item 4. Description of Securities Not applicable.

Interests of Named Experts and Counsel

Item 5. Interests of Named Experts and Counsel Not applicable.

Indemnification of Directors and Officers

Item 6. Indemnification of Directors and Officers. Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. The Registrant's directors may be liable to the Registrant and to third parties for infringement of the Registrant's articles of association or Belgian company law and, under certain circumstances, pursuant to Belgian tort, bankruptcy, social security or tax laws. Under certain circumstances, directors may be criminally liable. The Registrant maintains liability insurance for the Registrant's directors and officers, including insurance against liability under the Securities Act. The Belgian Companies and Associations Code includes a cap on liability for directors (including persons in charge of daily management) for any damages they cause due to mismanagement, including breaches of the articles of association and the Belgian Companies and Associations Code. This liability cap applies towards the company and third parties. For the Registrant, the cap currently amounts to €12,000,000.00 (subject to indexation). The cap applies irrespective of the number of claimants or defendants for the same (set of) facts. However, the cap does not apply to repetitive minor misconduct, serious error or cases of fraud or intent to harm. Furthermore, the cap does not apply to directors’ liability under the special liability regimes relating to payment of withholding tax, VAT and social security contributions, and in certain other technical cases provided for by the Belgian Companies and Associations Code. Certain of the Registrant’s non-executive directors may, through their relationships with their employers or partnerships, be insured and/or indemnified against certain liabilities in their capacity as members of the Registrant’s board of directors.

Exemption from Registration Claimed

Item 7. Exemption from Registration Claimed. Not applicable. II-2

Exhibits

Item 8. Exhibits. Exhibit Number Description 3.1 Articles of Association of MDxHealth SA (English Translation) (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F filed on April 3, 2026) 3.2 Corporate Governance Charter of MDxHealth SA (English Translation) (incorporated by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F filed on April 3, 2026) 5.1 Opinion of Baker McKenzie BV/SRL* 23.1 Consent of BDO Réviseurs d’Entreprises SRL, Independent Registered Public Accounting Firm* 23.2 Consent of Baker McKenzie BV/SRL (contained in Exhibit 5.1)* 24.1 Power of Attorney (included on the signature page of this Registration Statement)* 99.1 May 2017 Stock Option Plan (English Translation) (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1 filed on October 13, 2021) 99.2 2019 Stock Option Plan (English Translation) (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form F-1 filed on October 13, 2021) 99.3 2021 Share Option Plan (English Translation) (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form F-1 filed on October 13, 2021) 99.4 2022 Share Option Plan (English Translation) (incorporated by reference to Exhibit 99.8 to the Registrant’s Report on Form 6-K filed on April 28, 2022) 99.5 2023 Share Option Plan (English Translation) (incorporated by reference to Exhibit 99.8 to the Registrant’s Report on Form 6-K filed on April 26, 2023) 99.6 2024 Share Option Plan (English Translation) (incorporated by reference to Exhibit 99.8 to the Registrant’s Report on Form 6-K filed on May 16, 2024) 99.7 2025 Share Option Plan (English Translation) (incorporated by reference to Exhibit 99.5 to the Registrant’s Report on Form 6-K filed on May 2, 2025) 107 Filing Fee Table* *Filed herewit

Undertakings

Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered th

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, California, on April 3, 2026. MDxHealth SA By: /s/ Michael McGarrity Michael McGarrity Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Michael McGarrity and Joseph Sollee, and each of them, his/her true and lawful attorney-in-fact and agent, each of whom may act alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, in each case on April 3, 2026: Signature/ Title Dated: April 3, 2026 /s/ Michael McGarrity Michael McGarrity Chief Executive Officer and Director (Principal Executive Officer) Dated: April 3, 2026

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