EDAP TMS SA ADR美股招股说明书(2026-08-12版)

EDAP TMS S.A. per American Depositary Share We are offeringAmerican depositary shares, or ADSs, representing ordinary shares of EDAPTMS S.A. pursuant to this prospectus supplement and the accompanying prospectus. Each ADS willrepresent one ordinary share, nominal value €0.13 per share. EDAP TMS S.A. is operating under thecommercial name “FocalTherics.” The ADSs began trading under the ticker symbol “FOCL.” on the Nasdaq Global Market at the marketopen on June1, 2026. Prior to June1, 2026, the ADSs traded on the Nasdaq Global Market under thesymbol “EDAP.” On August 10, 2026, the last reported sale price of the ADSs was $6.08 per ADS on theNasdaq Global Market. We are a “smaller reporting company” under applicable Securities and Exchange Commission rulesand, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on pageS-7of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus for a description of certain risks you should consider before investing in oursecurities. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission hasapproved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per ADSTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds to us, before expenses$$(1) (1)See “Underwriting” beginning on pageS-24of this prospectus supplement for a description of thecompensation payable to the underwriters and estimated offering expenses. The underwriters expect to deliver the ADSs against payment on or about, 2026, which is thesecond business day following the first trading date of the ADSs (this settlement cycle is referred to as“T+2”). Under Rule15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondarymarket generally are required to settle in one business day, unless the parties to any such trade expresslyagree otherwise. Accordingly, purchasers who wish to trade the ADSs on any day prior to the business daybefore delivery will be required, by virtue of the fact that the ADSs initially will settle in T+2, to specify analternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of ADSswho wish to make such trades should consult their own advisors. Joint Book-Running Managers TD CowenThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Mizuho Co-Managers H.C. Wainwright & Co. Lucid Capital Markets The date of this prospectus supplement is August, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7DILUTIONS-11USE OF PROCEEDSS-13DESCRIPTION OF SECURITIES OFFEREDS-14TAXATIONS-15UNDERWRITINGS-24LEGAL MATTERSS-32EXPERTSS-32WHERE YOU CAN FIND MORE INFORMATIONS-32INCORPORATION BY REFERENCES-33ProspectusABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF SHARE CAPITAL AND BYLAWS7DESCRIPTION OF AMERICAN DEPOSITARY SHARES23DESCRIPTION OF PREFERRED SHARES30DESCRIPTION OF WARRANTS32LIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANY33PLAN OF DISTRIBUTION35ENFORCEABILITY OF CIVIL LIABILITIES37TAXATION38LEGAL MATTERS38EXPERTS38WHERE YOU CAN FIND MORE INFORMATION ABOUT US39INCORPORATION OF CERTAIN INFORMATION BY REFERENCE40 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 that we filed with the SEC on March25, 2026 using a “shelf” registration process, which wasdeclared effective March31, 2026. This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information contained in the accompanying prospectusand the documents incorporated by reference herein and therein. The second part, the accompanyingprospectus, gives more general information, some of which does not apply to this offering. The informationcontained in this prospectus supplement and in the accompanying prospectus may be supplemented fromtime-to-time with applicable free writing prospectuses prepared by us or on our behalf or to which we mayhave referred you in connection with this offering. If information in this prospectus supplement is inconsistent with the accompanying prospectus or withany document i