EDAP TMS S.A. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities
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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 |