false
--12-31
0001041934
0001041934
2026-06-26
2026-06-26
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):
June 26, 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 No.) |
(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)
Registrant’s telephone number, including
area code: (+33) 47-215-3150
Not Applicable
(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) |
FOCL |
NASDAQ Global Market |
Indicated 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2026 Annual General
Meeting of Shareholders (the “2026 Annual General Meeting”) of EDAP TMS S.A. (the “Company”) held on June 26,
2026, the Company’s shareholders approved amendments to the bylaws (statuts) of the Company, effective June 26, 2026. The amendments
(i) amend Articles 7 and 8 of the bylaws (relating to the share capital), (ii) amend Article 14 of the bylaws (relating to the Board of
Directors), (iii) amend Article 22 of the bylaws (relating to the Shareholders’ Meeting), and (iv) effect certain nonmaterial amendments
to Articles 9, 20, 21, 26, 30 and 31 of the bylaws, in each case as approved under Resolutions 29 through 32 described in Item 5.07 below.
The foregoing description
of the amendments to the bylaws is qualified in its entirety by reference to the full text of the amended bylaws, the English translation
of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 26, 2026, the Company
held the 2026 Annual General Meeting at its registered office located at Parc d’Activites la Poudrette-Lamartine, 4/6, rue de Dauphiné,
69120 Vaulx-en-Velin, France. A total of 37,484,065 Ordinary Shares (including Ordinary Shares represented by American Depositary Shares)
were represented and voted at the 2026 Annual General Meeting. The number of votes cast for and against, and the number of abstentions,
with respect to each matter voted upon at the 2026 Annual General Meeting are set forth below.
Ordinary Shares underlying
American Depositary Shares for which the depositary (the “Depositary”) did not receive timely voting instructions were voted
by the Depositary, or by the Depositary’s discretionary proxy, in accordance with the recommendations of the Board of Directors,
as described in the proxy statement for the 2026 Annual General Meeting; accordingly, there were no broker non-votes with respect to any
matter.
1. The resolution renewing the term of office of Ryan Rhodes
as director was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,821,142 |
476,781 |
186,142 |
2. The resolution renewing the term of office of Dr. Lance
Willsey as director was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,680,178 |
617,745 |
186,142 |
3. The resolution renewing the term of office of Fran Schulz
as director was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,835,613 |
467,444 |
181,008 |
4. The resolution renewing the term of office of Josh Levine
as director was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,168,687 |
134,581 |
180,797 |
5. The resolution ratifying the temporary appointment of
David Horn as director decided by the Board of Directors on February 11, 2026 was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,179,197 |
109,071 |
195,797 |
6. The resolution renewing the term of office of David Horn
as firector was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,170,082 |
109,116 |
204,867 |
7. The resolution approving the related-person agreements
referred to in Article L. 225-38 of the French Commercial Code was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,366,419 |
803,798 |
313,848 |
8. The resolution approving the statutory financial statements
for the fiscal year ended December 31, 2025 was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,057,443 |
375,170 |
51,452 |
9. The resolution approving the consolidated financial statements
(US GAAP and IFRS) for the fiscal year ended December 31, 2025 was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,063,766 |
385,370 |
34,929 |
10. The resolution approving the allocation of the results
for the fiscal year ended December 31, 2025 was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 37,033,713 |
375,193 |
75,159 |
11. The resolution renewing the term of office of AGILI3F
as statutory auditor was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,892,459 |
392,508 |
199,098 |
12. The resolution approving, on a non-binding advisory
basis, the compensation of the named executive officers of the Company was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,248,209 |
1,070,150 |
165,706 |
13. The resolution recommending, on a non-binding advisory
basis, that future non-binding advisory votes on the compensation of the named executive officers of the Company be held every year was
approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,249,837 |
1,071,631 |
162,597 |
14. The resolution recommending, on a non-binding advisory
basis, that future non-binding advisory votes on the compensation of the named executive officers of the Company be held every two years
was not approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 8,200,822 |
29,093,425 |
189,818 |
15. The resolution recommending, on a non-binding advisory
basis, that future non-binding advisory votes on the compensation of the named executive officers of the Company be held every three years
was not approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 8,323,552 |
28,970,695 |
189,818 |
16. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with preferential subscription rights for shareholders was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,652,807 |
1,795,765 |
35,493 |
17. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, by means of a public offering (excluding offerings referred
to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code) was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,109,152 |
2,328,650 |
46,263 |
18. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, through an offer referred to in paragraph 1 of Article L. 411-2
of the French Monetary and Financial Code was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,106,547 |
2,326,511 |
51,007 |
19. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, in favor of a first category of persons who meet certain specified
characteristics was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,091,840 |
2,345,437 |
46,788 |
20. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, in favor of a second category of persons who meet certain specified
characteristics was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,302,845 |
2,076,762 |
104,458 |
21. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, in favor of a third category of persons who meet certain specified
characteristics was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,233,170 |
2,146,437 |
104,458 |
22. The resolution delegating authority to the Board of
Directors to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription
rights, decided pursuant to the foregoing delegations was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,386,773 |
1,995,094 |
102,198 |
23. The resolution delegating authority to the Board of
Directors to decide on any merger-absorption, spin-off or partial contribution of assets was approved, based upon the following
votes:
| Voted For |
Voted Against |
Abstained |
| 36,397,257 |
986,288 |
100,520 |
24. The resolution delegating authority to the Board of
Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the
Company or of a group company), and/or securities giving access to ordinary shares (of the Company or of a group company), in the context
of a merger, spin-off or partial contribution of assets decided by the Board of Directors pursuant to Resolution 23 was approved,
based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,751,819 |
1,652,962 |
79,284 |
25. The resolution determining the overall maximum amount
applicable to the financial delegations granted to the Board of Directors to increase the share capital pursuant to Resolution 16 through
Resolution 24 was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,501,019 |
1,902,622 |
80,424 |
26. The resolution delegating authority to the Board of
Directors to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital,
with cancellation of shareholders’ preferential subscription rights, in favor of the European Investment Bank (the “EIB”)
or any entity succeeding the EIB in connection with any financing contract was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,690,312 |
1,721,195 |
72,558 |
27. The resolution authorizing the Board of Directors to
grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of
the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code,
with automatic waiver of the shareholders’ preferential subscription rights for the new shares that may be issued was approved,
based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 35,699,794 |
1,653,657 |
130,614 |
28. The resolution delegating authority to the Board of
Directors to increase the Company’s share capital for the benefit of employees who are members of a company savings plan(s) (plan(s)
d’épargne d’entreprise) implemented pursuant to Articles L. 3332-1 et seq. of the French Labor Code was not approved,
based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 8,440,182 |
28,912,550 |
131,333 |
29. The resolution approving amendments to Articles 7 and
8 of the bylaws of the Company (articles related to share capital) was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,457,465 |
828,770 |
197,830 |
30. The resolution approving amendments to Article 14 of
the bylaws of the Company (article related to the Board of Directors) was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,487,556 |
799,770 |
196,739 |
31. The resolution approving amendments to Article 22 of
the bylaws of the Company (article related to the Shareholders’ Meeting) was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,522,806 |
740,484 |
220,775 |
32. The resolution approving nonmaterial amendments to the
bylaws of the Company was approved, based upon the following votes:
| Voted For |
Voted Against |
Abstained |
| 36,810,767 |
552,014 |
121,284 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
| 3.1 |
|
Update to the bylaws (statuts) of EDAP TMS S.A. (English translation) |
| 104 |
|
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
| |
EDAP TMS S.A. |
| |
|
|
| Date: June 26, 2026 |
By: |
/s/ Sanket Shah |
| |
|
Sanket Shah |
| |
|
General Counsel and Corporate Secretary
|
