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SEC Comment Letters
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Letter Text
MDxHealth SA
CIK: 0001872529  ·  File(s): 333-292463  ·  Started: 2026-01-06  ·  Last active: 2026-02-12
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2026-01-06
MDxHealth SA
Offering / Registration Process
File Nos in letter: 333-292463
↓
CR Company responded 2026-02-12
MDxHealth SA
Offering / Registration Process
File Nos in letter: 333-292463
MDxHealth SA
CIK: 0001872529  ·  File(s): 333-280606  ·  Started: 2024-07-02  ·  Last active: 2024-07-08
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2024-07-02
MDxHealth SA
File Nos in letter: 333-280606
Filing - SEC Comment Letter to MDxHealth SA
UPLOAD · 2024-07-02
Generating summary...
↓
CR Company responded 2024-07-08
MDxHealth SA
File Nos in letter: 333-280606
MDxHealth SA
CIK: 0001872529  ·  File(s): 333-268885  ·  Started: 2022-12-27  ·  Last active: 2022-12-28
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2022-12-27
MDxHealth SA
File Nos in letter: 333-268885
Filing - SEC Comment Letter to MDxHealth SA
UPLOAD · 2022-12-27
Generating summary...
↓
CR Company responded 2022-12-28
MDxHealth SA
File Nos in letter: 333-268885
Filing - Correspondence from MDxHealth SA
CORRESP · 2022-12-28
Generating summary...
MDxHealth SA
CIK: 0001872529  ·  File(s): 333-260213  ·  Started: 2021-10-29  ·  Last active: 2021-11-01
Response Received 3 company response(s) High - file number match
UL SEC wrote to company 2021-10-29
MDxHealth SA
File Nos in letter: 333-260213
Filing - SEC Comment Letter to MDxHealth SA
UPLOAD · 2021-10-29
Generating summary...
↓
CR Company responded 2021-11-01
MDxHealth SA
File Nos in letter: 333-260213
Filing - Correspondence from MDxHealth SA
CORRESP · 2021-11-01
Generating summary...
↓
CR Company responded 2021-11-01
MDxHealth SA
File Nos in letter: 333-260213
Filing - Correspondence from MDxHealth SA
CORRESP · 2021-11-01
Generating summary...
↓
CR Company responded 2021-11-01
MDxHealth SA
File Nos in letter: 333-260213
Filing - Correspondence from MDxHealth SA
CORRESP · 2021-11-01
Generating summary...
MDxHealth SA
CIK: 0001872529  ·  File(s): N/A  ·  Started: 2021-10-08  ·  Last active: 2021-10-13
Response Received 1 company response(s) Medium - date proximity
UL SEC wrote to company 2021-10-08
MDxHealth SA
Filing - SEC Comment Letter to MDxHealth SA
UPLOAD · 2021-10-08
Generating summary...
↓
CR Company responded 2021-10-13
MDxHealth SA
Filing - Correspondence from MDxHealth SA
CORRESP · 2021-10-13
Generating summary...
MDxHealth SA
CIK: 0001872529  ·  File(s): N/A  ·  Started: 2021-09-07  ·  Last active: 2021-09-07
Awaiting Response 0 company response(s) Medium
UL SEC wrote to company 2021-09-07
MDxHealth SA
Filing - SEC Comment Letter to MDxHealth SA
UPLOAD · 2021-09-07
Generating summary...
DateTypeCompanyLocationFile NoLink
2026-02-12 Company Response MDxHealth SA Belgium N/A
Offering / Registration Process
Read Filing View
2026-01-06 SEC Comment Letter MDxHealth SA Belgium 333-292463
Offering / Registration Process
Read Filing View
2024-07-08 Company Response MDxHealth SA Belgium N/A Read Filing View
2024-07-02 SEC Comment Letter MDxHealth SA Belgium 333-280606 Read Filing View
2022-12-28 Company Response MDxHealth SA Belgium N/A Read Filing View
2022-12-27 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-10-29 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-10-13 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-10-08 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-09-07 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2026-01-06 SEC Comment Letter MDxHealth SA Belgium 333-292463
Offering / Registration Process
Read Filing View
2024-07-02 SEC Comment Letter MDxHealth SA Belgium 333-280606 Read Filing View
2022-12-27 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-10-29 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-10-08 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
2021-09-07 SEC Comment Letter MDxHealth SA Belgium N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2026-02-12 Company Response MDxHealth SA Belgium N/A
Offering / Registration Process
Read Filing View
2024-07-08 Company Response MDxHealth SA Belgium N/A Read Filing View
2022-12-28 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-11-01 Company Response MDxHealth SA Belgium N/A Read Filing View
2021-10-13 Company Response MDxHealth SA Belgium N/A Read Filing View
2026-02-12 - CORRESP - MDxHealth SA
CORRESP
 1
 filename1.htm

 MDxHealth SA

 Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium

 February 12, 2026

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Margaret Sawicki

 Re: MDxHealth SA

 Registration Statement on Form F-3 (File No. 333-292463)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), registrant MDxHealth SA (the "Registrant") hereby respectfully requests that
the above-referenced Registration Statement on Form F-3 be declared effective at 4:00 p.m., Eastern Time, on Tuesday, February 17, 2026,
or as soon thereafter as is practicable or at such later time as the Registrant or its counsel may orally request via telephone call to
the staff of the Commission.

 Please direct any questions regarding this request to Mark Busch of
K&L Gates LLP ((704) 331-7440; mark.busch@klgates.com). In addition, please notify Mr. Busch when this request for acceleration has
been granted.

 We understand that the staff of the United States Securities and Exchange
Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities under the Securities
Act as they relate to the issuance of the securities covered by the Registration Statement.

 Sincerely,

 /s/ Joseph Sollee

 Joseph Sollee

 EVP Corporate Development and General Counsel
2026-01-06 - UPLOAD - MDxHealth SA File: 333-292463
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 6, 2026

Michael McGarrity
Chief Executive Officer
MDxHealth SA
CAP Business Center
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium

 Re: MDxHealth SA
 Registration Statement on Form F-3
 Filed December 29, 2025
 File No. 333-292463
Dear Michael McGarrity:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Mark Busch, Esq.
</TEXT>
</DOCUMENT>
2024-07-08 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

MDxHealth SA

Zone Industrielle des Hauts-Sarts

4040 Herstal, Belgium

July 8, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ben Richie

 Re: MDxHealth SA

Registration Statement on Form F-3

File No. 333-280606

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), registrant MDxHealth SA (the “Registrant”) hereby respectfully requests that
the above-referenced Registration Statement on Form F-3 be declared effective at 4:00 p.m., Eastern Time, on Wednesday, July 10, 2024,
or as soon thereafter as is practicable or at such later time as the Registrant or its counsel may orally request via telephone call to
the staff of the Commission.

Please direct any questions regarding this request to Mark Busch of
K&L Gates LLP ((704) 331-7440; mark.busch@klgates.com). In addition, please notify Mr. Busch when this request for acceleration has
been granted.

We understand that the staff of the United States Securities and Exchange
Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities under the Securities
Act as they relate to the issuance of the securities covered by the Registration Statement.

Sincerely,

/s/ Joseph Sollee

Joseph Sollee

EVP Corporate Development and General Counsel
2024-07-02 - UPLOAD - MDxHealth SA File: 333-280606
July 2, 2024
Michael McGarrity
Chief Executive Officer
MDxHealth, Inc.
CAP Business Center
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
Re:MDxHealth, Inc.
Registration Statement on Form F-3
Filed June 28, 2024
File No. 333-280606
Dear Michael McGarrity:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Mark R. Busch
2022-12-28 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

December 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jordan Nimitz

Re: MDxHealth SA

Registration Statement on Form F-3

File No. 333-268885

Acceleration Request

Requested Date: December 30, 2022

Requested Time: 4:30 p.m., Eastern
Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
MDxHealth SA hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration
Statement to 4:30 p.m., Eastern Time, on December 30, 2022, or as soon thereafter as practicable or at such later time as the Company
may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please confirm once the Registration Statement has been declared effective
by calling Mark Busch of K&L Gates LLP at (704) 331-7440. Please also contact him should you have any questions.

    /s/ Michael McGarrity

    Michael McGarrity

    Chief Executive Officer

cc:

Mark R. Busch, Esq.

K&L Gates LLP
2022-12-27 - UPLOAD - MDxHealth SA
United States securities and exchange commission logo
December 27, 2022
Michael McGarrity
Chief Executive Officer
MDxHealth SA
CAP Business Center
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
Re:MDxHealth SA
Registration Statement on Form S-1
Filed December 19, 2022
File No. 333-268885
Dear Michael McGarrity:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
2021-11-01 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

    K&L Gates LLP

    300 South Tryon Street, suite
    1000

    Charlotte, NC 28202

    T +1 704 331 7400 F +1 704 331 7598

    klgates.com

November 1, 2021

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attn:
    Ada Sarmento and Jeffrey Gabor

    Re:
    MDxHealth SA

Amendment No. 1 to Registration Statement on Form F-1

Filed October 28, 2021

File No. 333-260213

Dear Ms. Sarmento and Mr. Gabor:

On behalf of MDxHealth SA (the “Company”),
we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”)
on October 29, 2021 with respect to the Company’s Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-260213)
relating to the contemplated registration and offering (the “Offering”) of ordinary shares (represented by American Depositary
Shares, no nominal value per share) as described therein. Simultaneously with the submission of this letter, the Company is submitting
an amended registration statement (the “Amended Registration Statement”) responding to the Staff’s comment as noted
below. The bold text below comprises the Staff’s comments and the regular text constitutes the Company’s responses thereto.

Exhibits

 1. We refer to the legal opinion filed as Exhibit 5.1. Please have counsel revise assumption (p) to exclude the company and revise
the limitations on reliance in section 8 of the opinion to avoid the implication that purchasers in the offering are not entitled to rely
on the opinion. For guidance, please refer to Sections II.B.3.a and II.B.3.d of Staff Legal Bulletin No. 19.

The Company respectfully acknowledges the Staff’s
comment and has re-filed the revised tax opinion as Exhibit 5.1 to the Amended Registration Statement.

We appreciate your time and attention to the Company’s
responses to the Staff’s comments. Should you have any questions, please call me at (704) 331-7440.

    Very truly yours,

    /s/ Mark Busch

    Mark Busch

cc: Michael McGarrity, Chief Executive Officer
2021-11-01 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

November 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Sarmento and Jeffrey Gabor

 Re: MDxHealth SA

Registration Statement on Form F-1

File No. 333-260213

Acceleration Request

 Requested Date: November
                                            3, 2021

 Requested Time: 4:30
                                            p.m., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
MDxHealth SA hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration
Statement to 4:30 p.m., Eastern Time, on November 3, 2021, or as soon thereafter as practicable or at such later time as the Company may
orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please confirm once the Registration Statement has been declared effective
by calling Mark Busch of K&L Gates LLP at (704) 331-7440. Please also contact him should you have any questions.

    /s/ Michael McGarrity

    Michael McGarrity

    Chief Executive Officer

cc:

Mark R. Busch, Esq.

K&L Gates LLP
2021-11-01 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

November 1, 2021

Piper Sandler & Co.

800 Nicollet Mall

Minneapolis, Minnesota 55402

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Sarmento and Jeffrey Gabor

    Re:
    MDxHealth SA

    Registration Statement on Form F-1

    File No. 333-260213

Acceleration Request

Requested Date: November 3, 2021

Requested Time: 4:30 p.m., Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representatives of the several underwriters, hereby join in the request of MDxHealth SA (the “Company”)
for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:30 P.M. Eastern
Time, on Wednesday, November 3, 2021, or as soon thereafter as practicable, or at such later time as the Company may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several
underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters,
have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

    By:
    /s/ Neil Riley

    Name: Neil Riley

    Title: Managing Director
2021-10-29 - UPLOAD - MDxHealth SA
United States securities and exchange commission logo
October 29, 2021
Michael McGarrity
Chief Executive Officer
MDxHealth SA
CAP Business Center
Zone Industrielle des Hauts -Sarts
4040 Herstal, Belgium
Re:MDxHealth SA
Amendment No. 1 to Registration Statement on Form F-1
Filed October 28, 2021
File No. 333-260213
Dear Mr. McGarrity:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Exhibits
1.We refer to the the legal opinion filed as Exhibit 5.1. Please have counsel revise
assumption (p) to exclude the company and revise the limitations on reliance in section
8 of the opinion to avoid the implication that purchasers in the offering are not entitled to
rely on the opinion. For guidance, please refer to Sections II.B.3.a and II.B.3.d of Staff
Legal Bulletin No. 19.

 FirstName LastNameMichael McGarrity
 Comapany NameMDxHealth SA
 October 29, 2021 Page 2
 FirstName LastName
Michael McGarrity
MDxHealth SA
October 29, 2021
Page 2
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada D. Sarmento at 202-551-3798 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roel Meers, Esq.
2021-10-13 - CORRESP - MDxHealth SA
CORRESP
1
filename1.htm

    K&L Gates LLP

    300 South Tryon Street, suite
    1000

    Charlotte, NC 28202

    T +1 704 331 7400 F +1 704 331 7598

    klgates.com

October 13, 2021

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attn:
    Ada Sarmento and Jeffrey Gabor

    Re:
    MDxHealth SA

Draft Registration Statement on Form F-1

Filed August 9, 2021

CIK No. 0001872529

Dear Ms. Sarmento and Mr. Gabor:

On behalf of MDxHealth SA (the “Company”),
we submit this letter providing a response to the comments raised by the Staff of the Securities and Exchange Commission (the “Staff”)
on October 8, 2021 with respect to Amendment No. 1 to the Company’s draft registration statement on Form F-1 (CIK No. 0001872529)
(the “Amended Draft Registration Statement”) relating to the contemplated registration and offering (the “Offering”)
of ordinary shares (represented by American Depositary Shares, no nominal value per share) as described therein. Simultaneously with the
submission of this letter, the Company is submitting a registration statement on Form F-1 (the “Registration Statement”) responding
to the Staff’s comments as noted below. The bold text below comprises the Staff’s comments and the regular text constitutes
the Company’s responses thereto.

Prospectus Summary

Commercial Products, page 2

    1.

    We note your revisions in response to prior comment 5. Please
    substantiate your statements that your SelectMDx test has a 95% negative predictive value and that your ConfirmMDx test has a 96%
    negative predictive value.

Disclosure responding to this comment has been
added on page 2 of the Registration Statement.

Business

Intellectual Property, page 60

    2.
    We note your disclosure that two of your patents pertaining to your ConfirmMDx test expire in 2022 and 2024. Please revise to disclose what effect, if any, you expect the expiration of these patents to have on your patent portfolio and your business and if you intend to take any action to mitigate such effect.

Disclosure responding to this comment has been
added on page 61 of the Registration Statement.

Commercial and intellectual property licensing agreements, page
62

    3.

    We note your revisions in response to prior comment 9. Please
    further revise to disclose the name of the academic institution, the upfront license fee paid and the minimum annual royalties
    required.

Disclosure responding to this comment has been added on page
62 of the Registration Statement.

Principal Shareholders, page 106

    4.

    We note your response to prior comment 10. Please revise your
    disclosure to include the information from your response regarding how voting and investment decisions are made for MVM Partners LLP
    and Valiance Asset Management Limited.

Disclosure responding to this comment has been
added on page 107 of the Registration Statement.

Capitalization, page 129

    5.

    Please double underline your cash balance to clarify that such
amounts are not included in your total capitalization.

Disclosure responding to this comment has been
added on page 129 of the Registration Statement.

    Very truly yours,

    /s/ Mark Busch

    Mark Busch

cc: Michael McGarrity, Chief Executive Officer
2021-10-08 - UPLOAD - MDxHealth SA
United States securities and exchange commission logo
October 8, 2021
Michael McGarrity
Chief Executive Officer and Director
MDxHealth SA
CAP Business Center
Zone Industrielle des Hauts -Sarts
4040 Herstal, Belgium
Re:MDxHealth SA
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 23, 2021
CIK No. 0001872529
Dear Mr. McGarrity:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted September 23, 2021
Prospectus Summary
Commercial Products, page 2
1.We note your revisions in response to prior comment 5.  Please substantiate your
statements that your SelectMDx test has a 95% negative predictive value and that
your ConfirmMDx test has a 96% negative predictive value.

 FirstName LastNameMichael McGarrity
 Comapany NameMDxHealth SA
 October 8, 2021 Page 2
 FirstName LastName
Michael McGarrity
MDxHealth SA
October 8, 2021
Page 2
Business
Intellectual Property, page 60
2.We note your disclosure that two of your patents pertaining to your ConfirmMDx test
expire in 2022 and 2024. Please revise to disclose what effect, if any, you expect the
expiration of these patents to have on your patent portfolio and your business and if you
intend to take any action to mitigate such effect.
Commercial and intellectual property licensing agreements, page 62
3.We note your revisions in response to prior comment 9.  Please further revise to disclose
the name of the academic institution, the upfront license fee paid and the minimum annual
royalties required.
Principal Shareholders, page 106
4.We note your response to prior comment 10. Please revise your disclosure to include the
information from your response regarding how voting and investment decisions are made
for MVM Partners LLP and Valiance Asset Management Limited.
Capitalization, page 129
5.Please double underline your cash balance to clarify that such amounts are not included in
your total capitalization.
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada Sarmento at 202-551-3798 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roel Meers, Esq.
2021-09-07 - UPLOAD - MDxHealth SA
United States securities and exchange commission logo
September 7, 2021
Michael McGarrity
Chief Executive Officer and Director
MDxHealth SA
CAP Business Center
Zone Industrielle des Hauts -Sarts
4040 Herstal, Belgium
Re:MDxHealth SA
Draft Registration Statement on Form F-1
Submitted August 9, 2021
CIK No. 0001872529
Dear Mr. McGarrity:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted August 9, 2021
Cover Page
1.We note that you intend to disclose the last reported sale price of your ordinary shares on
Euronext Brussels on the cover page, and your disclosure that the final offering price will
be determined through negotiations with the underwriters by reference to the prevailing
market prices of your ordinary shares on Euronext Brussels after taking into account
market conditions and other factors. Please confirm that the U.S. IPO price will be
substantially similar to the Euronext Brussels trading price, converted to U.S. dollars at
the most recent exchange rate. If you intend to price the securities based on the Euronext
Brussels market price, you may also disclose a percentage range based on that price (for

 FirstName LastNameMichael McGarrity
 Comapany NameMDxHealth SA
 September 7, 2021 Page 2
 FirstName LastNameMichael McGarrity
MDxHealth SA
September 7, 2021
Page 2
example, 10% of the home market price) within which you intend to price the securities.
Alternatively, if you expect that the U.S. IPO price will not be substantially similar to the
Euronext Brussels trading price, please disclose on the cover page a bona fide price range
for the offered securities. See Item 501(b)(3) of Regulation S-K.
Market and Industry Data, page iii
2.Your statements that (i) you have not independently verified the market and industry data
obtained from third-party sources, (ii) you do not make any representation or warranty as
to the accuracy or completeness of this information (even if you believe it to be reliable),
and (iii) neither your internal research nor the definition of your market and industry have
been verified by any independent source may imply an inappropriate disclaimer of
responsibility with respect to the third party information and internal research. Please
either delete these statements or specifically state that you are liable for such information.
Prospectus Summary
Overview, page 1
3.Please revise this section to disclose (i) that your SelectMDx and ConfirmMDx testing
services are not FDA approved, (ii) that you have chosen to commercialize them as
laboratory developed tests following the CLIA certification and inspection pathway and
(iii) the potential impact to your business should the FDA require filings, clearance or
approval for your products or product candidates in the future.
4.Please make it clear in this section that your SelectMDx test is not currently covered by
Medicare.   Please also make it clear here and throughout the prospectus where you
discuss Medicare coverage and reimbursement for SelectMDx that there is no guarantee
that it will be covered or reimbursed by Medicare in the future.
Commercial Products, page 2
5.Please substantiate your statements that your SelectMDx test has a best-in-class 95%
negative predictive value and that your ConfirmMDx test has a best-in-class 96% negative
predictive value.
Market Opportunity, page 4
6.Please disclose any material assumptions and limitations associated with your market
estimates.
Implications of Being an Emerging Growth Company, page 6
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameMichael McGarrity
 Comapany NameMDxHealth SA
 September 7, 2021 Page 3
 FirstName LastName
Michael McGarrity
MDxHealth SA
September 7, 2021
Page 3
Intellectual Property, page 60
8.Please disclose the expiration dates for your material owned or licensed patents.
Collaboration and License Agreements, page 61
9.We note your disclosure that you have entered into numerous agreements with universities
and companies for in-licensing intellectual property. With respect to each material license
agreement, please revise to disclose in this section the nature and scope of intellectual
property transferred, each parties’ rights and obligations, the duration of the agreement,
the royalty term, the termination provisions, and the following payment provisions:

• Up-front or execution payments received or paid;
• Aggregate amounts paid or received to date under the agreement;
• Aggregate future potential milestone payments to be paid or received;
• Royalty rates or a royalty range;
• Profit or revenue-sharing provisions; and
• Minimum purchase requirements if the agreement involves manufacturing.

Please also file these agreements as exhibits or tell us why you believe that you are not
required to file them. Refer to Item 601(b)(10) of Regulation S-K.
Principal Shareholders, page 104
10.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by MVM Partners LLP and Valiance Asset
Management Limited.
Use of Proceeds, page 107
11.Please revise the discussion to disclose the estimated net amount of the proceeds broken
down into each principal intended use.  If the anticipated proceeds will not be sufficient to
fund all the proposed purposes, please disclose the order of priority of such purposes. To
the extent material amounts of other funds are necessary to accomplish the specified
purposes, state the amounts and sources of such other funds needed for each specified
purpose. Refer to Item 3.C.1 of Form 20-F.
Consolidated Financial Statements
Note 14. Loans, Borrowings and lease liabilities, page F-30
12.On page 76, you discuss the Initial Convertible Loan, as well as, the additional convertible
loan amount as a result of your October 2020 and April 2021 loan amendments. Please tell
us, and revise if necessary, how you have accounted for these convertible loan balances.
Please cite the accounting literature you relied upon in your response.

 FirstName LastNameMichael McGarrity
 Comapany NameMDxHealth SA
 September 7, 2021 Page 4
 FirstName LastName
Michael McGarrity
MDxHealth SA
September 7, 2021
Page 4
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at 202-551-3798 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roel Meers, Esq.

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