SEC Form 3 · accession 0001213900-26-092116
EDAP TMS SA · FOCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Soleus Capital, LLC
10% Owner
Soleus Capital Management, L.P.
10% Owner
Soleus Capital Master Fund, L.P.
10% Owner
Soleus Capital Group, LLC
10% Owner
Guy Levy
10% Owner
Soleus Private Equity GP III, LLC
10% Owner
Soleus Private Equity Fund III, L.P.
10% Owner
Soleus GP, LLC
10% Owner
Soleus PE GP III, LLC
10% Owner
Period of report
Jan 1, 2026
Accepted (ET)
Aug 20, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001041934
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| American Depositary Shares Representing Ordinary SharesF1,F2 | holding | — | — | — | 1,400,000 | I | See footnote | |
| American Depositary Shares Representing Ordinary SharesF3 | holding | — | — | — | 5,909,254 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Return SwapF4,F3 | $2.22 | holding | — | — | — | Apr 11, 2030 | Apr 11, 2030 | Common Stock | 3,132,663 | — | I |
Explanation of responses
- F1The reportable securities are owned directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC ("Soleus GP") is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and Soleus GP.
- F2Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP disclaims beneficial ownership of the securities held by Soleus PE other than for the purpose of determining their reporting obligations under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such securities for any other purpose, except to the extent of their respective pecuniary interests therein.
- F3The reportable securities are owned directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their reporting obligations under Section 16(a) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
- F4Master Fund entered into a total return swap with a counterparty under which Master Fund acquired 3,132,663 "notional" american depositary shares representing ordinary shares of EDAP TMS S.A. ("EDAP"). The swap agreement provides that, upon settlement of the swap on April 11, 2030, Master Fund will pay the purchase price to the counterparty, and the counterparty will pay to Master Fund an amount equal to the then market price of the american depositary shares representing ordinary shares of EDAP subject to such swap agreement. Upon partial or full settlement of the swap, Master Fund will pay to the counterparty accrued interest on the purchase price of the notional shares, at a rate tied to a market index, and the counterparty will pay to the reporting person all dividends and similar distributions on an equivalent number of american depositary shares representing ordinary shares of EDAP.