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:
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).
On August 13, 2026, EDAP TMS S.A. issued a press release and will hold a conference call regarding
its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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.
Exhibit 99.1
FocalTherics™
Reports Second Quarter 2026 Financial Results
39%
Revenue Increase and 47% Growth in U.S. Procedures
AUSTIN,
Texas, August 13, 2026 - FocalTherics™ (Nasdaq: FOCL) (the “Company”), a global leader in robotic focal therapy, today
announced financial results for the second quarter of 2026. This marks the Company's first reporting period presenting its HIFU business
as continuing operations and its ESWL and Distribution businesses as discontinued operations.
Second
Quarter 2026 Results and Recent Highlights of Continuing Operations (HIFU Segment)
| | • | Increased
Revenue to $13.2 million, a 39% Increase Compared to the Prior Year Period |
| | • | Delivered
47% U.S. Procedure Volume Growth over the Prior Year Period |
| | • | Recorded
13 Focal One® Capital System Sales compared to 9 in the Prior Year Period, including
2 Conversions from Operating Leases |
| | • | Expanded
Focal One System Installed Base to 184, including 96 in the U.S. and 88 Internationally |
| | • | Achieved
55.6% Gross Margin, Compared to 51.1% in the Prior Year Period |
| | • | Completed
Corporate Name Change to FocalTherics™ |
| | • | Launched
First Commercial Focal One Endometriosis Program in Europe |
| | • | Announced
Underwritten Public Offering for $40 million of Gross Proceeds Expected to Close August 14,
2026 |
“We
continue to demonstrate commercial success with our strongest second quarter ever, reflecting the growing strength of our core business
and further supporting the strategic shift to Focal Therapy with our corporate rebranding to FocalTherics,” said Ryan Rhodes, CEO
of FocalTherics. “Along with strong commercial momentum, we are also pleased with the developing progress of the endometriosis
commercial launch in Europe and look forward to establishing additional Focal One programs to increase access to an important, non-surgical
option for women with this highly debilitating condition. In addition, with expected proceeds from our ongoing capital raise, we will
continue to accelerate commercial adoption in the global prostate cancer market while leveraging our multi-indication Focal One platform
to grow market opportunities in treating endometriosis and expanding into benign prostatic hyperplasia or BPH. We will also continue
to invest in our innovation and product development initiatives driving advances in AI-assisted treatments, FocalConnect™ telecollaboration
technology, and integrating histotripsy together with HIFU on our Focal One platform.”
Second
Quarter 2026 Financial Results for Continuing Operations (HIFU Segment)
Total
revenue for the second quarter of 2026 was $13.2 million, compared to $9.5 million for the same period in 2025, representing an increase
of 39% year-over-year. The Company sold thirteen Focal One systems during the quarter, versus nine systems in the same period in 2025,
representing a year-over-year growth of 44%. The Company’s U.S. Focal One procedures grew 47% year-over-year.
Gross
margin for the second quarter of 2026 was 55.6%, compared to 51.1% in the prior year period. The increase in gross margin was primarily
attributable to improvement of the standard cost of the Focal One system and favorable absorption due to higher production volumes.
Operating
expenses were $15.4 million for the second quarter of 2026, compared to $11.5 million in the prior year period. These expenses included
approximately $0.8 million in one-time costs primarily attributable to corporate initiatives regarding rebranding, domestic filer transition
and discontinued operations classification.
Operating
loss was $8.0 million for the second quarter of 2026, compared to $6.6 million in the prior year period. Net loss was $14.4 million for
the second quarter of 2026, or ($0.38) per share, compared to a net loss of $6.4 million, or ($0.17) per share in the prior year period.
The increase in net loss was primarily attributable to the European Investment Bank warrant valuation impact of $5.5 million during the
quarter.
Cash
and cash equivalents as of June 30, 2026 totaled $21.5 million.
Reiterating
2026 Guidance for Continuing Operations (HIFU Segment)
| | • | Total
revenue of $50.0 - $54.0 million, representing 34% - 45% year-over-year growth |
Discontinued
Operations
During
the second quarter of 2026, the ESWL and Distribution segments met the criteria to be classified as held for sale under ASC 205-20, Presentation
of Financial Statements — Discontinued Operations, and ASC 360-10, Property, Plant, and Equipment, and the Company determined that
the planned exit represents a strategic shift that will have a significant effect on the Company’s operations and financial results.
Accordingly, the Company’s unaudited financial results as of and for the three and six months ended June 30, 2026 reflect the Company’s
ESWL and Distribution operating segments as discontinued operations.
Prior-period
results presented in this release have been recast to reflect this classification on a consistent basis. As a result, all continuing
operations figures and growth rates presented herein reflect the Company's HIFU business only.
Conference
Call Information
A
conference call and webcast to discuss the second quarter 2026 financial results will be hosted by Ryan Rhodes, Chief Executive Officer
and Ken Mobeck, Chief Financial Officer. Please refer to the information below for conference call dial-in information and webcast registration.
Date: |
Thursday,
August 13, 2026, at 4:30 p.m. Eastern Time |
Domestic: |
1-800-245-3047 |
International: |
1-203-518-9765 |
Passcode: |
FOCAL |
Webcast: |
https://viavid.webcasts.com/starthere.jsp?ei=1767672&tp_key=2d69d92ca7 |
About
FocalTherics
A recognized global leader in robotic focal therapy, FocalTherics develops, manufactures, and markets minimally invasive
medical devices worldwide to treat various conditions using proprietary focused ultrasound technology. The Company’s flagship platform,
Focal One Robotic HIFU, combines advanced imaging, real-time treatment planning, robotic precision, and HIFU technology to deliver personalized
focal therapy designed to optimize clinical outcomes while preserving quality of life.
Forward-Looking
Statements
In
addition to historical information, this press release contains forward-looking statements within the meaning of applicable federal securities
laws, including Section 27A of the U.S. Securities Act of 1933 (the “Securities Act”) or Section 21E of the U.S. Securities
Exchange Act of 1934, which may be identified by words such as “believe,” “can,” “contemplate,” “could,”
“plan,” “intend,” “is designed to,” “may,” “might,” “potential,”
“objective,” “target,” “project,” “predict,” “forecast,” “ambition,”
“guideline,” “should,” “will,” “estimate,” “expect” and “anticipate,”
or the negative of these and similar expressions, which reflect our views about future events and financial performance. Such statements
are based on management's current expectations and are subject to a number of risks and uncertainties, including matters not yet known
to us or not currently considered material by us, and there can be no assurance that anticipated events will occur or that the objectives
set out will actually be achieved, and include statements such as quote from our Chief Executive Officer, the expected closing and proceeds
from our offering, and our financial performance guidance. Important factors that could cause actual results to differ materially from
the results anticipated in the forward-looking statements include, among others, the clinical status and market acceptance of our HIFU
devices and the continued market potential for our lithotripsy and distribution divisions, as well as risks associated with the current
worldwide inflationary environment, the uncertain worldwide economic, political and financial environment, geopolitical instability,
climate change and pandemics, or other public health crises, and their related impact on our business operations, including their impacts
across our businesses or demand for our devices and services.
Other
factors that may cause such a difference may also include, but are not limited to, those described in the Company's filings with the
Securities and Exchange Commission and in particular, in the sections "Cautionary Statement on Forward-Looking Information" and "Risk
Factors" in the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
Forward-looking
statements speak only as of the date they are made. Other than required by law, we do not undertake any obligation to update them in
light of new information or future developments. These forward-looking statements are based upon information, assumptions and estimates
available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete.
Investor
Contact
Louisa
Smith
Gilmartin
Group
investor.relations@focalone.com
EDAP
TMS S.A.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands of U.S. Dollars, except per share data)
| | |
| |
|
| | |
Three Months Ended: |
| | |
June 30, | |
June 30, |
| | |
2026 | |
2025 |
| | |
$US | |
$US |
| Sales of goods | |
| 9,527 | | |
| 6,385 | |
| Sales of RPPs & leases | |
| 2,758 | | |
| 2,155 | |
| Sales of spare parts and services | |
| 918 | | |
| 969 | |
| TOTAL NET SALES | |
| 13,203 | | |
| 9,509 | |
| Other revenues | |
| (0 | ) | |
| - | |
| TOTAL REVENUES | |
| 13,203 | | |
| 9,509 | |
| Cost of sales | |
| (5,865 | ) | |
| (4,646 | ) |
| GROSS PROFIT | |
| 7,338 | | |
| 4,863 | |
| Research & development expenses | |
| (2,317 | ) | |
| (2,291 | ) |
| Selling, general & administrative expenses | |
| (13,054 | ) | |
| (9,194 | ) |
| Total operating expenses | |
| (15,371 | ) | |
| (11,485 | ) |
| LOSS FROM OPERATIONS | |
| (8,033 | ) | |
| (6,623 | ) |
| Interest (expense) income, net | |
| (748 | ) | |
| (79 | ) |
| Loss from change in fair value of warrant liability | |
| (5,547 | ) | |
| - | |
| Currency exchange gains (loss), net | |
| (76 | ) | |
| 362 | |
| LOSS BEFORE TAXES FROM CONTINUING OPERATIONS | |
| (14,404 | ) | |
| (6,340 | ) |
| Income tax (expense) credit, net from continuing operations | |
| (8 | ) | |
| (14 | ) |
| LOSS FROM CONTINUING OPERATIONS | |
| (14,412 | ) | |
| (6,354 | ) |
| Income(loss) from discontinued operations, net of tax | |
| (75 | ) | |
| (51 | ) |
| NET LOSS | |
| (14,487 | ) | |
| (6,406 | ) |
| Loss per share – Basic and diluted | |
| (0.39 | ) | |
| (0.17 | ) |
| Average number of shares used in computation of EPS - basic and dilutive | |
| 37,527,950 | | |
| 37,420,318 | |
EDAP
TMS S.A.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts
in thousands of U.S. Dollars, except per share data)
| | |
| |
|
| | |
Six Months Ended: |
| | |
June 30, | |
June 30, |
| | |
2026 | |
2025 |
| | |
$US | |
$US |
| Sales of goods | |
| 17,782 | | |
| 10,185 | |
| Sales of RPPs & leases | |
| 5,250 | | |
| 4,100 | |
| Sales of spare parts and services | |
| 1,764 | | |
| 1,724 | |
| TOTAL REVENUES | |
| 24,796 | | |
| 16,009 | |
| Cost of sales | |
| (11,496 | ) | |
| (7,989 | ) |
| GROSS PROFIT | |
| 13,300 | | |
| 8,020 | |
| Research & development expenses | |
| (4,784 | ) | |
| (4,648 | ) |
| Selling, general & administrative expenses | |
| (24,574 | ) | |
| (16,739 | ) |
| Total operating expenses | |
| (29,357 | ) | |
| (21,388 | ) |
| LOSS FROM OPERATIONS | |
| (16,057 | ) | |
| (13,368 | ) |
| Interest (expense) income, net | |
| (1,151 | ) | |
| (81 | ) |
| Loss from change in fair value of warrant liability | |
| (6,851 | ) | |
| - | |
| Currency exchange gains (loss), net | |
| 77 | | |
| (664 | ) |
| LOSS BEFORE TAXES FROM CONTINUING OPERATIONS | |
| (23,982 | ) | |
| (14,113 | ) |
| Income tax (expense) credit, net from continuing operations | |
| (25 | ) | |
| (23 | ) |
| LOSS FROM CONTINUING OPERATIONS | |
| (24,007 | ) | |
| (14,135 | ) |
| Income(loss) from discontinued operations, net of tax | |
| 437 | | |
| 285 | |
| NET LOSS | |
| (23,570 | ) | |
| (13,850 | ) |
| Loss per share – Basic and diluted | |
| (0.63 | ) | |
| (0.37 | ) |
| Average number of shares used in computation of EPS - basic and dilutive | |
| 37,481,986 | | |
| 37,406,202 | |
EDAP
TMS S.A.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts
in thousands of U.S. Dollars)
| | |
| |
|
| | |
June 30, | |
December 31, |
| | |
2026 | |
2025 |
| | |
$US | |
$US |
| Cash, cash equivalents | |
| 21,542 | | |
| 20,452 | |
| Accounts receivable, net | |
| 10,060 | | |
| 14,948 | |
| Inventory | |
| 8,251 | | |
| 7,770 | |
| Other current assets | |
| 2,350 | | |
| 2,439 | |
| Total current assets of discontinued operations | |
| 16,812 | | |
| 11,555 | |
| TOTAL CURRENT ASSETS | |
| 59,015 | | |
| 57,164 | |
| Property, plant and equipment, net | |
| 8,635 | | |
| 8,789 | |
| Goodwill | |
| 735 | | |
| 757 | |
| Other non-current assets | |
| 6,164 | | |
| 6,181 | |
| Total non-current assets of discontinued operations | |
| - | | |
| 6,106 | |
| TOTAL ASSETS | |
| 74,548 | | |
| 78,997 | |
| Accounts payable & other accrued liabilities | |
| 17,830 | | |
| 17,436 | |
| Deferred revenues, current portion | |
| 6,395 | | |
| 6,452 | |
| Short term borrowing | |
| 1,860 | | |
| 4,386 | |
| Other current liabilities | |
| 1,786 | | |
| 3,005 | |
| Total current liabilities of discontinued operations | |
| 8,978 | | |
| 5,862 | |
| TOTAL CURRENT LIABILITIES | |
| 36,849 | | |
| 37,141 | |
| Obligations under operating and finance leases non-current | |
| 835 | | |
| 1,183 | |
| Long-term debt, non-current | |
| 37,197 | | |
| 15,903 | |
| Deferred revenues, non-current | |
| 923 | | |
| 768 | |
| Other long-term liabilities | |
| 1,970 | | |
| 1,632 | |
| Total non-current liabilities of discontinued operations | |
| - | | |
| 2,957 | |
| TOTAL LIABILITIES | |
| 77,773 | | |
| 59,584 | |
| TOTAL SHAREHOLDERS’EQUITY | |
| (3,225 | ) | |
| 19,413 | |
| TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY | |
| 74,548 | | |
| 78,997 | |
EDAP
TMS S.A.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in thousands of U.S. Dollars)
| | |
| |
|
| | |
Six Months Ended | |
Six Months Ended |
| | |
June 30, | |
June 30, |
| | |
2026 | |
2025 |
| | |
($US) | |
($US) |
| NET INCOME (LOSS) | |
| (23,570 | ) | |
| (13,850 | ) |
Adjustments to reconcile net income (loss) to net cash generated by (used in) operating activities(1) | |
| 11,750 | | |
| 3,024 | |
| OPERATING CASH FLOW | |
| (11,820 | ) | |
| (10,827 | ) |
| Increase/Decrease in operating assets and liabilities | |
| 5,157 | | |
| 779 | |
| NET CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | |
| (6,663 | ) | |
| (10,047 | ) |
| Short term investments | |
| - | | |
| - | |
| Additions to capitalized assets produced by the company and other capital expenditures | |
| (2,017 | ) | |
| (2,917 | ) |
| NET CASH GENERATED BY (USED IN) INVESTING ACTIVITIES | |
| (2,017 | ) | |
| (2,917 | ) |
| NET CASH GENERATED BY (USED IN) FINANCING ACTIVITIES | |
| 10,402 | | |
| (1,198 | ) |
| NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | |
| (632 | ) | |
| 2,231 | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 1,090 | | |
| (11,931 | ) |
(1)
including share-based compensation expenses for $1,157,000 for the six months ended June 30, 2026 and $847,000 for the six months
ended June 30, 2025, as well as warrant fair value adjustment of $4,847,000 related to Tranche A and $1,597,000 related to Tranche
B for the six months ended June 30, 2026
EDAP
TMS S.A.
UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS BY DIVISION
six
months ended June 30, 2026
(Amounts
in thousands of U.S. Dollars)
| | |
| |
| |
| |
| |
|
| Six months ended | |
HIFU | |
| |
Reconciling | |
Total After | |
|
| June 30, 2026 | |
Division | |
| |
Items | |
Consolidation | |
|
| Sales of goods | |
| 17,782 | | |
| | | |
| - | | |
| 17,782 | | |
| | |
| Sales of RPPs & leases | |
| 5,250 | | |
| | | |
| - | | |
| 5,250 | | |
| | |
| Sales of spare parts and services | |
| 1,764 | | |
| | | |
| - | | |
| 1,764 | | |
| | |
| TOTAL REVENUES | |
| 24,796 | | |
| | | |
| - | | |
| 24,796 | | |
| | |
| GROSS PROFIT (% of Net Sales) | |
| 13,300 | | |
| 53.6 | % | |
| - | | |
| 13,300 | | |
| 53.6 | % |
| Research & development expenses | |
| (4,784 | ) | |
| | | |
| - | | |
| (4,784 | ) | |
| | |
| Selling, general & administrative expenses | |
| (20,309 | ) | |
| | | |
| (4,265 | ) | |
| (24,574 | ) | |
| | |
| OPERATING PROFIT (LOSS) | |
| (11,792 | ) | |
| | | |
| (4,265 | ) | |
| (16,057 | ) | |
| | |