EDAP TMS secures €12M EIB loan with warrants

EDAP TMS has drawn €12.0 million under the second tranche of its term loan facility with the European Investment Bank.

Rhea-AI Filing Summary

EDAP TMS has drawn €12.0 million under the second tranche of its term loan facility with the European Investment Bank. This Tranche B borrowing is expected to be disbursed in late April 2026, will mature five years after disbursement, and interest will be paid at maturity.

The credit facility allows aggregate financing of up to €36.0 million. In connection with Tranche B, EDAP issued 1,116,244 Tranche B warrants to the EIB, each allowing the purchase of one ordinary share at a strike price of €3.23. These securities were issued in a private offering relying on Section 4(a)(2) of the Securities Act.

Insights

Capital structure analyst

EDAP adds €12M term debt and equity-linked warrants via EIB financing.

EDAP TMS is drawing €12.0 million from the European Investment Bank under Tranche B of a larger €36.0 million credit facility. The loan has a five-year maturity from disbursement, with both principal and interest due at maturity, concentrating repayment obligations at one future date.

In return, EDAP issued 1,116,244 Tranche B warrants with a €3.23 strike price per ordinary share to the EIB. This mixes additional leverage with potential future equity issuance if the warrants are exercised. The transaction was structured as a private placement under Section 4(a)(2), limiting immediate market distribution to the institutional lender.

8-K Event Classification

2 items: 2.03, 3.02

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Tranche B borrowing: €12.0 million Total facility size: €36.0 million Tranche B warrants issued: 1,116,244 warrants +2 more

5 metrics

Tranche B borrowing €12.0 million Term loan requested April 1, 2026 under Finance Contract

Total facility size €36.0 million Aggregate principal amount across three tranches

Tranche B warrants issued 1,116,244 warrants Issued April 1, 2026 to European Investment Bank

Warrant strike price €3.23 per share Strike Price per ordinary share under Warrant Agreement

Loan maturity 5 years Tranche B borrowings mature five years from disbursement

Key Terms

Finance Contract, Tranche B Warrants, Strike Price, Section 4(a)(2), +1 more

5 terms

Finance Contract financial

"entered into a credit facility agreement (the “Finance Contract”) with the European Investment Bank"

Tranche B Warrants financial

"the Company issued to EIB 1,116,244 Tranche B warrants (the “Tranche B Warrants”)"

Strike Price financial

"The Strike Price (as defined in the Warrant Agreement) per ordinary share issuable"

The strike price is the fixed price at which an option gives its holder the right to buy or sell an underlying stock. Think of it like a coupon that lets you transact at a pre-agreed price regardless of the market; for investors it determines whether an option will be profitable, influences potential gains or losses, and is a key factor in the option’s market value and risk profile.

Section 4(a)(2) regulatory

"The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

European Investment Bank financial

"entered into a credit facility agreement (the “Finance Contract”) with the European Investment Bank (“EIB”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did EDAP (EDAP) obtain from the European Investment Bank?

EDAP TMS drew €12.0 million under Tranche B of its credit facility with the European Investment Bank. This term loan is part of an aggregate potential financing of up to €36.0 million available under the Finance Contract signed in October 2025.

What are the key terms of EDAP (EDAP) Tranche B loan with EIB?

The Tranche B borrowings of €12.0 million are expected to be disbursed in late April 2026. They will mature five years from the disbursement date, with interest on the Tranche B borrowings payable on the maturity date rather than through periodic interest payments.

How many warrants did EDAP (EDAP) issue to the European Investment Bank?

EDAP TMS issued 1,116,244 Tranche B warrants to the European Investment Bank. Each warrant entitles the holder to purchase one ordinary share, providing potential future equity to the lender if exercised under the agreed terms in the Warrant Agreement.

What is the strike price of EDAP (EDAP) Tranche B warrants?

The Strike Price per ordinary share issuable upon exercise of the Tranche B Warrants is €3.23. This means the European Investment Bank can buy EDAP ordinary shares at €3.23 each if it chooses to exercise the warrants in accordance with the Warrant Agreement.

Under what exemption were EDAP (EDAP) Tranche B warrants issued?

The Tranche B Warrants and related securities were issued without registration under the Securities Act. EDAP relied on the Section 4(a)(2) exemption, which applies to transactions not involving a public offering, reflecting a private placement to the European Investment Bank.

What is the total size of EDAP (EDAP) credit facility with EIB?

The Finance Contract between EDAP TMS and the European Investment Bank provides three tranches of potential financing. In total, the aggregate principal amount available under this credit facility is up to €36.0 million, subject to satisfaction of specified conditions precedent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:05 PM Learn about SEC filing dates

false 0001041934 0001041934 2026-04-01 2026-04-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

________________________________________________________

FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

 _________________________________________________________

EDAP TMS SA

(Exact name of registrant as specified in its charter) 

__________________________________________________________

France	000-29374	98-1644844
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Parc d’Activites la Poudrette-Lamartine

4/6, rue du Dauphiné

Vaulx-en-Velin, France 69120

(Address of Principal Executive Offices) (Zip Code)

(+33) 47-215-3150

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share (Ordinary Shares, nominal value €0.13 per share)	EDAP	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously announced, on October 17, 2025, EDAP TMS S.A. (the “Company”) entered into a credit facility agreement (the “Finance Contract”) with the European Investment Bank (“EIB”), establishing three tranches of potential financing in an aggregate principal amount of up to €36.0 million, subject to certain conditions precedent. Pursuant to the Finance Contract, the Company has satisfied the conditions to draw €12.0 million in the second tranche of the term loan facility (“Tranche B”). The Tranche B borrowings were requested on April 1, 2026 and are expected to be disbursed by EIB in late April 2026. The Tranche B borrowings will mature five years from the disbursement date and interest on the Tranche B borrowings shall be payable on the maturity date of the Tranche B borrowings.

In connection with the Tranche B borrowings, pursuant to the warrant agreement (the “Warrant Agreement”) with EIB, dated October 17, 2025, on April 1, 2026, the Company issued to EIB 1,116,244 Tranche B warrants (the “Tranche B Warrants”) to purchase up to 1,116,244 ordinary shares, nominal value €0.13 per share. The Strike Price (as defined in the Warrant Agreement) per ordinary share issuable upon exercise of the Tranche B Warrants is €3.23.

Except as disclosed herein, the terms and conditions of the Finance Contract and the Tranche B Warrants are as disclosed in our Form 6-K filed with the U.S. Securities and Exchange Commission on October 20, 2025.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure regarding the Tranche B Warrants as set forth under Item 2.03 of this report is incorporated by reference under this Item 3.02.

The securities described above under Item 2.03 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2026	EDAP TMS S.A.
	/s/ Sanket Shah
	Sanket Shah
	General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB