EDAP TMS SA (FOCL) Form 424B5 — Aug 12, 2026

$FOCLForm 424B5Filed Aug 12, 2026, 5:23 PM ET0001104659-26-095035Original filing

EDAP TMS S.A., now operating as FocalTherics under Nasdaq ticker FOCL, is selling 8,425,000 American Depositary Shares at $4.75 per ADS in an underwritten follow-on, expecting net proceeds of approximately $37.1 million and up to roughly $42.7 million if underwriters exercise their 1,263,750-ADS option in full. Settlement is expected on or about August 14, 2026. The $4.75 price is about 21% below the $6.01 close on August 11, 2026, and new investors face immediate dilution of $3.82 per ADS. Ordinary shares outstanding rise from 37.48 million to approximately 45.9 million, or 47.2 million with the option.

Key figures

Gross Proceeds: 40018750
Offering Price: 4.75
Shares Offered: 8425000
Shares Outstanding: 37,481,986 ordinary shares as of March 31, 2026; 45,906,986 after offering (47,170,736 if underwriters' option exercised in full)
Cash Runway: cash, cash equivalents and short-term investments sufficient through Q2 2027 excluding offering proceeds
Net Proceeds: approximately $37.1 million ($42.7 million if greenshoe exercised in full)
Greenshoe Adss: 1263750
Shelf Capacity: US$125,000,000 Form S-3 shelf (effective March 31, 2026)
Settlement Date: on or about August 14, 2026 (T+2)
Lockup Period Days: 90
Last Reported Sale Price: $6.01 per ADS on August 11, 2026
Proceeds Before Expenses: $37,617,625 ($43,260,268.75 with option)
Estimated Offering Expenses: approximately $0.5 million
Director Officer Indications: up to $550,000 of ADSs
Net Tangible Book Value Per Ads: $0.15 as of March 31, 2026; $0.93 pro forma after offering
Underwriting Discount Per Ads: $0.285 ($2,401,125 total; $2,761,293.75 with option)
Dilution Per Ads To New Investors: $3.82
Offering Price Discount To Last Close: approximately 21%

Price after filing

1 day: -2.5%7 days: -8.2%30 days: -13.7%

Close on the filing date to close N calendar days later (from $4.75). Historical, not a forecast.

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