EDAP TMS SA ADR美股招股说明书(2026-03-31版)

EDAP TMS S.A. Warrants to Purchase up to 4,574,421 Ordinary Shares 4,574,421 Ordinary Shares, which may be represented by American Depositary Shares This prospectus relates to the offer and resale from time to time by the selling securityholder named herein of (i) warrants (bonsde souscription d’actions) to purchase up to 4,574,421 ordinary shares (the “Warrants”) and (ii) up to 4,574,421 ordinary shares,nominal value €0.13 per share, issuable upon the exercise of the Warrants (the “Warrant Shares”), which may be represented byAmerican Depositary Shares (the “American Depositary Shares” or “ADSs”). The selling securityholder acquired and will acquirethe Warrants pursuant to the Warrant Agreement, dated October 17, 2025 (the “Warrant Agreement”), by and between EDAP TMSS.A. (the “Company”) and the European Investment Bank (“EIB”). We are registering the offer and sale of the Warrants and the Warrant Shares by the selling securityholder to satisfy ourobligations to it pursuant to the Warrant Agreement. We will not receive any proceeds from the sale of the Warrants and theWarrant Shares by the selling securityholder, except for funds received from the exercise of the Warrants issued to the sellingsecurityholder, if and when exercised for cash. The selling securityholder may offer and sell or otherwise dispose of the Warrants and the Warrant Shares described in thisprospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailingmarket prices or at privately negotiated prices. The selling securityholder will bear all underwriting fees, commissions anddiscounts, if any, attributable to the sales of the Warrants and the Warrant Shares and any transfer taxes. We will bear all othercosts, expenses and fees in connection with the registration of the Warrants and the Warrant Shares. See “Plan of Distribution” formore information about how the selling securityholder may sell or dispose of the Warrants and the Warrant Shares. Our ordinary shares may be sold in the form of ADSs. Each ADS represents one ordinary share. Our ordinary shares in the formof ADSs are listed on the Nasdaq Global Market (the “Nasdaq Global Market” or “Nasdaq”) under the symbol “EDAP.” On March30, 2026, the last reported sale price of the ADSs on Nasdaq was $3.62 per ADS. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” on page 4 of this prospectus and any similar section contained in theapplicable prospectus supplement and any related free writing prospectus we have authorized for use in connection with aspecific offering, and under similar headings in the other documents that are incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is March 31, 2026. ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITAL AND BYLAWSDESCRIPTION OF AMERICAN DEPOSITARY SHARESSELLING SECURITYHOLDERLIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANYPLAN OF DISTRIBUTIONENFORCEABILITY OF CIVIL LIABILITIESTAXATIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT USINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”) utilizing a shelf registration process. Under this shelf registration process, the selling securityholder mayfrom time to time sell the Warrants, the Warrant Shares or any combination thereof described in this prospectus in one or moreofferings or otherwise as described under “Plan of Distribution.” This prospectus only provides you with a general description ofthe securities the selling securityholder may offer. This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectus supplementmay also add, update or change information contained in this prospectus. If there is any inconsistency between the information inthis prospectus and the applicable prospectus supplement, you must rely on the information in the prospectus supplement. Youshould carefully read both this prospectus and any applicable prospectus supplement together with additional informationdescribed under the heading “Where You Can Find More Information About Us” before deciding to invest in any shares beingoffered. Neither we nor the selling securityholder have authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus or in any related prospectus supplement or any free writing p