EDAP TMS S.A. 4,150,000 American Depositary Shares Representing 4,150,000 Ordinary Shares (Nominal Value €0.13 per share) PURCHASE AGREEMENTPurchase Agreement • April 26th, 2021 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledApril 26th, 2021 Company Industry JurisdictionThe ADSs delivered to the Underwriters hereunder shall be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to the Deposit Agreement (the “Deposit Agreement”) dated as of July 31, 1997 and amended and restated as of April 7, 2008, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and all owners and beneficial owners from time to time of the ADRs.
EDAP TMS S.A. 2,666,667 American Depositary Shares Representing 2,666,667 Ordinary Shares (Nominal Value €0.13 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2022 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledSeptember 26th, 2022 Company Industry JurisdictionThe ADSs delivered to the Underwriters hereunder shall be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to the Deposit Agreement (the “Deposit Agreement”) dated as of July 31, 1997 and amended and restated as of April 7, 2008, by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and all owners and beneficial owners from time to time of the ADRs.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledAugust 17th, 2006 Company Industry Jurisdiction
AGREEMENT AND RELEASEAgreement and Release • March 31st, 2008 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMarch 31st, 2008 Company Industry JurisdictionThis Agreement and Release (this “Agreement”), dated as of April 3, 2007, is by and among HT Prostate Therapy Management Company, LLC, a Delaware limited liability company (“HT Prostate”), HealthTronics, Inc, a Georgia corporation (“HealthTronics”), EDAP TMS S.A., a French société anonyme (“Parent Corporation”), EDAP S.A., a French société anonyme (“HIFU Subsidiary”), and Technomed Medical Systems S A, a French société anonyme (“Manufacturing Subsidiary” and, collectively with Parent Corporation and HIFU Subsidiary, the “EDAP Parties”). Capitalized terms used but not defined herein shall have the meanings given them in the Distribution Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2014 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledJune 2nd, 2014 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2014, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledOctober 31st, 2007 Company Industry JurisdictionThe undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Letter Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMarch 28th, 2012 Company Industry JurisdictionThis letter agreement (this “Agreement”) amends and restates the Letter Agreement, dated October 18, 2010, between EDAP TMS SA (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) (the “Prior Agreement”).
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Edap TMS Sa • April 14th, 2016 • Electromedical & electrotherapeutic apparatus • New York
Company FiledApril 14th, 2016 Industry JurisdictionEDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”) hereby agree that HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the proposed transaction, or series of transactions, to occur during the term of this Agreement (each, an “Offering”). An Offering shall consist of registered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: the ordinary shares of the Company (the “Ordinary Shares”), warrants to purchase Ordinary Shares (“Warrants”) or securities of the Company convertible into Ordinary Shares (“Convertible Securities”). The terms of such Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company, HC Wainwright and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein implies that HC Wainwright has the power or authority to bind the Co
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Edap TMS Sa • May 28th, 2013 • Electromedical & electrotherapeutic apparatus
Company FiledMay 28th, 2013 Industry
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledOctober 31st, 2007 Company Industry JurisdictionSECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 29, 2007, by and among EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d’activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the ”Company”), and the investors signatory hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2013 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMay 28th, 2013 Company Industry JurisdictionThis AMENDMENT, dated as of [ ], 2013, (the “Amendment”) is an amendment to Securities Purchase Agreement (the “Agreement”), dated as of [ ], 2013, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2016 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledApril 14th, 2016 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2016, between EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractEdap TMS Sa • February 24th, 2012 • Electromedical & electrotherapeutic apparatus
Company FiledFebruary 24th, 2012 IndustryJONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001 WWW.JONESDAY.COM
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledAugust 18th, 2006 Company Industry Jurisdiction
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Edap TMS Sa • June 2nd, 2014 • Electromedical & electrotherapeutic apparatus
Company FiledJune 2nd, 2014 IndustryWe have acted as special French counsel for EDAP TMS SA, a French société anonyme (the “Company”) in connection with the issuance by the Company of 3,000,000 ordinary shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”). The Ordinary Shares are included in a Registration Statement on Form F-3 (Registration No. 333-195435), filed by the Company with the Securities and Exchange Commission on April 22, 2014 and declared effective on May 7, 2014 (the “Registration Statement”).
Amendment No. 1 to the Distribution AgreementDistribution Agreement • May 20th, 2005 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • Georgia
Contract Type FiledMay 20th, 2005 Company Industry JurisdictionAmendment No. 1, dated as of December 23, 2004 (this “Amendment”), to the Distribution Agreement (the “Distribution Agreement”), dated as of February 25, 2004, by and between EDAP TMS S.A., EDAP S.A. and Technomed Medical Systems S.A. (collectively, the “EDAP Parties”) and HT Prostate Therapy Management Company, LLC (“HT Prostate”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement.
Commercial LeaseCommercial Lease • April 4th, 2016 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Contract Type FiledApril 4th, 2016 Company Industry
APPENDIX NO. 2 TO LEASE DATED SEPTEMBER 25, 2002Edap TMS Sa • May 20th, 2005 • Electromedical & electrotherapeutic apparatus
Company FiledMay 20th, 2005 IndustryMAISON ANTOINE BAUD, a joint-stock company with a capital of € 3,096,336 whose registered offices are at ZI Les Acilloux, 27, Route du Cendre, Cournon d’ Auvergne (Puy de Dôme), France and registered in Clermont-Ferrand under the number 855 201 521, represented by Yves Dupré, the Vice-Chairman of the Board of Directors and party to the contract and after this simply called the Lessor
March 28, 2012Edap TMS Sa • March 28th, 2012 • Electromedical & electrotherapeutic apparatus
Company FiledMarch 28th, 2012 IndustryWe have acted as special United States counsel for EDAP TMS, a French société anonyme (the “Company”), in connection with the Company’s issuance and sale of 2,812,500 Ordinary Shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”) with Warrants (the “Warrants”) attached to the Ordinary Shares, exercisable for an aggregate of 1,406,250 Ordinary Shares (the “Warrant Shares”). The Ordinary Shares with Warrants attached are being issued and sold as a unit pursuant to the terms of the securities purchase agreement dated March 22, 2012 by and among the Company and the several purchasers named therein, including Exhibit A setting forth the terms and conditions of the Warrants as signed by the Company, as amended by means of an amendment dated March 23, 2012.
May 17, 2013Edap TMS Sa • May 28th, 2013 • Electromedical & electrotherapeutic apparatus • New York
Company FiledMay 28th, 2013 Industry JurisdictionEDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”) hereby agree that HC Wainwright shall serve as the exclusive placement agent for the Company (“Direct Placement”) on a reasonable best efforts basis, in connection with the proposed transaction, or series of transactions, to occur during the term of this Agreement (each, a “Placement”). A Placement shall consist of registered or unregistered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: the ordinary shares of the Company (the “Ordinary Shares”), warrants to purchase Ordinary Shares (“Warrants”) or securities of the Company convertible into Ordinary Shares (“Convertible Securities”). The terms of such Placement and the Securities issued in connection therewith shall be mutually agreed upon by the Company, HC Wainwright and, if a Direct Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein implie
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001Edap TMS Sa • May 28th, 2013 • Electromedical & electrotherapeutic apparatus
Company FiledMay 28th, 2013 IndustryWe have acted as special United States counsel for EDAP TMS, a French société anonyme (the “Company”), in connection with the issuance and sale by the Company of 3,000,000 Ordinary Shares, par value €0.13 per share (the “Ordinary Shares”) each represented by American Depositary Shares (“ADSs”) with a Warrant (the “Warrants”) attached to each Ordinary Share, exercisable for an aggregate of 1,500,000 Ordinary Shares (the “Warrant Shares”). The Ordinary Shares with Warrants attached are being issued and sold as a unit pursuant to the terms of the securities purchase agreement dated May 20, 2013, as amended (the “Securities Purchase Agreement”) by and among the Company and the several purchasers named therein, including Exhibit A setting forth the terms and conditions of the Warrants as signed by the Company.
EDAP TMS S.A. AND THE BANK OF NEW YORKDeposit Agreement • March 27th, 2008 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus • New York
Contract Type FiledMarch 27th, 2008 Company Industry Jurisdiction
Letterhead of EDAP TMS S.A.] July 9, 2007Edap TMS Sa • July 16th, 2007 • Electromedical & electrotherapeutic apparatus
Company FiledJuly 16th, 2007 Industry
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • March 28th, 2012 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Contract Type FiledMarch 28th, 2012 Company IndustryTHIS AMENDMENT AND WAIVER AGREEMENT (the “Agreement”), dated as of March 26, 2012, is entered into by and among EDAP TMS SA (the “Company”) and Rodman & Renshaw, LLC (“Rodman”). Defined terms not otherwise defined herein shall have the meanings set forth in the Engagement Agreement (as defined below).
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 29, 2007Securities Purchase Agreement • January 3rd, 2011 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Contract Type FiledJanuary 3rd, 2011 Company IndustryThis amendment agreement (the "Amendment") dated as of December 29, 2010 to the securities purchase agreement (the "Securities Purchase Agreement") entered on October 29, 2007 by and among EDAP TMS S.A., a French société anonyme, with headquarters located at Parc d'activités la Poudrette-Lamartine, 4/6, rue du Dauphiné, 69120 Vaulx-en-Velin, France (the “Company”), and the investors signatory hereto (each including its successors and assigns, a “Buyer”, collectively the “Buyers”), is entered into among the Company and the Buyers.
July 9, 2007Edap TMS Sa • March 31st, 2008 • Electromedical & electrotherapeutic apparatus
Company FiledMarch 31st, 2008 Industry
AGREEMENT AND AMENDMENT NO. 2 OF THE DISTRIBUTION AGREEMENT DATED FEBRUARY 25, 2004Distribution Agreement • June 6th, 2006 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Contract Type FiledJune 6th, 2006 Company IndustryBetween : - EDAP TMS S.A., a French société anonyme having its registered office at Parc d'activité La Poudrette Lamartine, 4-6, rue du Dauphiné , 69120 Vaulx-en-Velin, France (“EDAP TMS”)
STRICTLY CONFIDENTIAL Mr. Marc Oczachowski Chief Executive Officer EDAP TMS SA 4-6, rue du Dauphine 69120 Vaulx-en-Velin France Dear Mr. Oczachowski:Edap TMS Sa • May 28th, 2013 • Electromedical & electrotherapeutic apparatus
Company FiledMay 28th, 2013 IndustryReference is made to the engagement letter (the “Engagement Letter”), dated May 17, 2013, by and between EDAP TMS SA (the “Company”) and H.C. Wainwright & Co., LLC (“HC Wainwright”), pursuant to which HC Wainwright shall serve as the exclusive placement agent for the Company on a reasonable best efforts basis, in connection with the Placement during the Term.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2007 • Edap TMS Sa • Electromedical & electrotherapeutic apparatus
Contract Type FiledJuly 16th, 2007 Company IndustryThis Agreement is made pursuant to the Agreement and Release, dated as of the date hereof, by and among the Purchaser, the Company, EDAP S.A., and Technomed Medical Systems S.A. (the “Release Agreement”).