UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other 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 9.01 | Financial 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 | ||