STOCK TITAN

EDAP TMS expects $5.6M from ADS over-allotment

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EDAP TMS S.A. (FOCL) reports that the underwriters in its recent equity offering have fully exercised their over-allotment option. The original underwritten public offering consisted of 8,425,000 American Depositary Shares (ADSs), each representing one ordinary share with a nominal value of €0.13, priced at $4.75 per ADS before underwriting discounts and commissions, and closed on August 14, 2026.

On August 14, 2026, the underwriters elected to purchase an additional 1,263,750 ADSs under the 30‑day option. The issuance of these additional ADSs is expected to close on August 19, 2026 and is expected to generate approximately $5.6 million in net proceeds to EDAP TMS S.A., after underwriting discounts and commissions and before estimated offering expenses. The company also filed a legal opinion from Jones Day covering the validity of the ordinary shares and these additional ADSs.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing reports that the option was fully exercised, but the additional 1,263,750 ADSs were expected to close on August 19; if issued, they increase total shares and reduce existing holders’ percentage ownership absent offsetting changes.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
ADSs in original offering 8,425,000 ADSs Underwritten public offering of American Depositary Shares that closed on August 14, 2026
Offering price per ADS $4.75 per ADS Public offering price before underwriting discounts and commissions
Additional ADSs under option 1,263,750 ADSs ADSs to be issued upon full exercise of the 30-day option
Net proceeds from additional ADSs $5.6 million Expected net proceeds after underwriting discounts and commissions and before estimated expenses
Nominal value per ordinary share €0.13 per share Nominal value of each ordinary share represented by one ADS
Option period 30 days Period during which underwriters could purchase additional ADSs under the option
Underwriting Agreement financial
"EDAP TMS S.A. entered into an underwriting agreement with TD Securities and Mizuho"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
American Depositary Shares financial
"An underwritten public offering of 8,425,000 American Depositary Shares (ADSs)"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
underwritten public offering financial
"relating to an underwritten public offering of 8,425,000 American Depositary Shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Inline XBRL technical
"Cover Page Interactive Data File-the cover page XBRL (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What equity offering did EDAP TMS S.A. (FOCL) complete on August 14, 2026?

EDAP TMS S.A. completed an underwritten public offering of 8,425,000 ADSs on August 14, 2026 at $4.75 per ADS, before underwriting discounts and commissions. Each ADS represents one ordinary share with a €0.13 nominal value.

How many additional FOCL ADSs were purchased through the underwriters’ option?

Underwriters fully exercised their option to buy an additional 1,263,750 ADSs. This option, granted for 30 days under the underwriting agreement, relates to ADSs sold in the original offering and was exercised on August 14, 2026.

What net proceeds will EDAP TMS S.A. (FOCL) receive from the additional ADSs?

The additional 1,263,750 ADSs are expected to provide EDAP TMS S.A. with approximately $5.6 million in net proceeds, after underwriting discounts and commissions and before estimated offering expenses, upon the expected closing on August 19, 2026.

At what price were EDAP TMS S.A. (FOCL) ADSs sold in the offering?

The ADSs were sold at a public offering price of $4.75 per ADS, before underwriting discounts and commissions. Each ADS represents one ordinary share of EDAP TMS S.A. with a nominal value of €0.13 per share.

Who acted as underwriters for the FOCL ADS offering and option exercise?

TD Securities (USA) LLC and Mizuho Securities USA LLC acted as representatives of the underwriters. They entered into an Underwriting Agreement with EDAP TMS S.A. and fully exercised their 30‑day option to purchase additional ADSs.

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Learn about SEC filing dates
false 0001041934 EDAP TMS SA I0 0001041934 2026-08-14 2026-08-14 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): August 14, 2026

 

EDAP TMS S.A.

(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 8.01Other Events.

 

As previously disclosed, on August 11, 2026, EDAP TMS S.A. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC and Mizuho Securities USA LLC, as representatives of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 8,425,000 American Depositary Shares (“ADSs”), each representing one ordinary share of the Company, €0.13 nominal value per share (the “Ordinary Shares”), at a price of $4.75 per ADS, before underwriting discounts and commissions. The Offering closed on August 14, 2026. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option, exercisable in whole or in part, to purchase up to an additional 1,263,750 ADSs sold in the Offering (the “Option”). The Underwriting Agreement was previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on August 14, 2026.

 

On August 14, 2026, the Underwriters fully exercised the Option, electing to purchase an additional 1,263,750 ADSs (the “Additional ADSs”). The issuance of the Additional ADSs pursuant to the Option is expected to close on August 19, 2026, and is expected to result in net proceeds to the Company of approximately $5.6 million, after deducting underwriting discounts and commissions and before estimated offering expenses.

 

A copy of the opinion of Jones Day, counsel to the Company, relating to the validity of the Ordinary Shares and Additional ADSs in the Option is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
   
5.1   Opinion of Jones Day
23.1   Consent of Jones Day (included in Exhibit 5.1)
104   Cover Page Interactive Data File-the cover page XBRL (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: August 19, 2026 By: /s/ Sanket Shah
    Sanket Shah
    General Counsel and Corporate Secretary

 

 

 

Filing Exhibits & Attachments

4 documents